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HomeMy WebLinkAboutC19-058 Sunsense IncDocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND SUNSENSE INC. THIS AGREEMENT ("Agreement") is effective as of the 2/20/2019 , 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, procurement and installation of solar photovoltaic panels (the "Project') upon the roof of the Maintenance Service Center Facilities Building (the `Building") located at 3289 Cooley Mesa Rd., Gypsum, 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 for the engineering and design, including a design stamped by a Colorado licensed engineer (hereinafter "Design Team") to provide the design and engineering services necessary for completion of the Project; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Project. NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: Article 1 Services/Work DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 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 the project. 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 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB or sub -consultants at all stages and at final completion and shall guard County against defects and deficiencies in the Work. Contractor shall be responsible to County for the acts and omissions of Contractor's employees, subcontractors, sub -consultants, agents, and any other persons performing any of the Work or furnishing materials or Equipment under a contract with the Contractor, including the acts and omissions of the Design Team. e. Safety. The Contractor shall be responsible for the safety of persons and property and for compliance with all federal, state and local statutes and regulations applicable to the Work. f. Design and En.in�g. Contractor shall complete 50% design and engineering for the Project no later than March 15th, 2019. The 50% design must be approved in writing by the Eagle County Project Manager and Eagle County before moving forward to complete 100% design. Final design must be achieved no later than March 31 st, 2019 and be approved in writing by Holy Cross Energy and Eagle County 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. 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. Web -based Computer Monitoring. County or preferred third party contractor will DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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. Article 2 Project Representatives 2.1 Adam Palmer, Sustainable Communities Director shall be Eagle County's Project Representative and shall be Contractor's contact with respect to this Agreement. 2.2 Cristian Basso 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 July 31st, 2019 ("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 payment in accordance with this Agreement on or before July 31St, 2019, 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. DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 Building for daily operations and events. All Work at the Property shall be scheduled to avoid any conflict or interruption and shall be coordinated in writing with County at least ten (10) days before any Work is to occur. 3.7 Contractor shall complete the Work in a manner which does not conflict with, damage, harm or diminish the structural, architectural, mechanical and electrical integrity of the existing Building. Further, Contractor shall not invalidate any existing warranty for the Building and any of its components including the roof as set forth in paragraph 13.2 hereof. In the event Contractor does conflict with, damage, harm or diminish the structural, architectural, mechanical and electrical integrity of the existing Building, it shall be responsible for repair of the same at its sole expense and repairs shall occur in a manner approved by the 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 reflected in a written agreement or change order. Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to, acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Article 5 Contract Price 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 ninety-four thousand four DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB hundred eighty four and 50/100 dollars ($94,484.50) ("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. 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 C.R.S. § 24-91-103.6, 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. DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 County. 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. 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 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 38-26-107. Notwithstanding the foregoing, Contractor will DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB review: 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 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 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 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the Agreement, whether such operations be by himself, or by any sub -consultant or subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. (b) Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; (c) Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; (d) Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from; (e) Overhead fall protection to protect the public in the vicinity of the Project shall be provided either separately or through a general liability or other policy satisfactory to County; (f) Insurance covering claims for damages to persons or property shall be in the following minimum amounts: 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 11 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB performed by them under the Agreement. V. The Contractor shall in addition, and in the amounts required, obtain Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the County with respect to all operations under the Agreement by the Contractor or his subcontractors or sub -consultants, including omissions and supervisory acts by the County. vi. Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each sub -consultant or subcontractor with respect to all work 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 (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 $2,000,000 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 associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers 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. 12 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit 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 13 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB property including the loss of use resulting there from 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, regardless of whether or not it is caused in part by a party indemnified hereunder. Nothing in the contract shall be interpreted that the County waives its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable law. 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 the County shall be provided to the County prior to commencement of the Work. In the event Contractor is unable to supply bonds or other form of surety acceptable to the 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. 14 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB Article 10 Ownership of Documents 10.1 All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all manuals, warranties, operating guides, reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee, subcontractor or sub -consultant in connection with the performance of the Services and additional services under this Agreement). 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, Sustainable Communities Director 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: 15 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB Sunsense Inc. Attention: Scott Ely Address: 1629 Dolores Way Suite E Telephone: 970 963-1420 Facsimile: 970 963-1496 E -Mail: scoff@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 1 I 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 an existing Building 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 Building including any warranty on the roof for the 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. 16 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 13.4 If, within five (5) years 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 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. The County shall notice the Contractor of any circumstances that might involve a claim against Contractor's Workmanship Warranty. The County and Contractor shall work together to identify warranty responsibility, if applicable. 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. See Exhibit G. 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 the Equipment warranty and without cost to County. Such assistance shall include administration of manufacturer warranty and reimbursements covered therein for work outside of Contractor's Workmanship Warranty only. 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, 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. Contractor shall not be responsible for manufacturer warranties or any associated costs in the case that a manufacturer is no longer in business or no longer supports a particular product line. a. In addition to the Contractor's warranty set forth in this Article 13, solar panels include a ten (10) year workmanship warranty from Manufacturer and a twenty-five (25) year Equipment warranty which is guaranteed at eighty (80%) percent power output. The details of the ten (10) year workmanship warranty from Manufacturer and the twenty-five (25) year Equipment warranty is set forth in Exhibit D. b. In addition to the Contractor's warranty set forth in this Article 13, inverters include a twelve (12) year equipment workmanship warranty from Manufacturer, as set forth in Exhibit E. 17 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB c. In addition to the Contractor's warranty set forth in this Article 13, the PV Mounting System includes a ten (10) year material and workmanship warranty and a five (5) year limited finish warranty as described in Exhibit F. d. In addition to the Contractor's warranty set forth in Article 13, the Solar Edge Optimizer warranty. 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 therefore 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 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 18 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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. 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 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. 19 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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: 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. 20 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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: 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: https://www.uscis.gov/e-verify 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: 21 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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. [REST OF PAGE INTENTIONALLYLEFT BLANK] ON DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB 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 COUNTY MANAGER Signed by: Docu By: (ra �eWShr,@41?80ounty Manager CONTRACTOR: Sunsense, Inc. By: FDocuSigned by: S(b{ 03FFE00404C4454... Print Name: Scott Ely Title: President 23 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT A Scope of Services, Fees Contractor is to provide a turn -key photovoltaic solar energy system at the Building 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 any 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 Building. 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: 3289 Cooley Mesa Drive, Gypsum CO 81637 Size: 42.09 kWdc Estimated Year 1 Production: 57,967 kWh Major Equipment components include: (122) REC 345TP2S72 Series Modules with warranty as described in Exhibit D. (61) Solar Edge P730 Power Optimizers with warranty as described in Exhibit E. (1) Solar Edge 30k Inverter with warranty as described in Exhibit E. (1) PV Mounting System (Iron Ridge) with 10 year material and workmanship warranty and 5 year limited finish warranty as described in Exhibit F. Scope of Services includes all design and engineering, permitting, and approvals from applicable permitting authorities and obtaining interconnect approvals from Holy Cross Energy, PV equipment purchase and installation including 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. Contractor will install Equipment in a manner that does not adversely impact the Alliance Steel Building System warranties for the building as found in Exhibit H. Fixed Fee for Turn Key system is $94,484.50. 24 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT B Schedule 25 DocuSign Envelope ID rn C C 3 Ln DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB I: i 3 Ln f I�r r% r N Ln � r u.l 4ti 07 05 T R T 63 Ln 6S N m GO 49 67 x U � � � � � t`�f r•*,I N rxl � m m m m W � i� 4n _C LL � 3 = iV f M Vt m 05 OT Shu 0 O5 m Cis 475 W � f M r M eV r M tP r rYf O rV m O n'1 N M rv5 r`J m O N NY r. 7 V7 VI rn C C 3 Ln DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB I: i 3 Ln f I�r r% r N Ln � r u.l 4ti 07 05 T R T 63 Ln 6S N m GO 49 67 x U � � � � � t`�f r•*,I N rxl � m m m m W � i� A Vt m 05 OT m 0 O5 m Cis 475 m G Y . a f M r M eV r M tP r rYf O rV m N rA n'1 N M rv5 r`J m O N NY m N K4 4 rL L= 0 41 ❑ C E c +r' -A r G p Lt. a Erz- Lh = V1 45 0 GO rY U = 0 V a: C 4 C O r] # *' C 4L 4 IF- N on LA w r- 00 C3 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT C Insurance Certificate 26 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB HIBIT C A�!eo® CERTIFICATE OF LIABILITY INSURANCE DATEM9 DOD/YYYY) TYPE OF INSURANCE 19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. , SU sect 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: Asset One Insurance PH NE FAX714625 8204 A/C No Ext): (.C, No): 714-625-8290 ADDRESS: ara@solarinsure.com 575 Anton Blvd., 3rd FL INSURER(S) AFFORDING COVERAGE NAIC # UAMAutIPREMISES (Ea occurrence) $ 50,000 INSURERA : Evanston Insurance Company 35378 Costa Mesa CA 92626 INSURED INSURER B Sunsense Inc. INSURER C : 1629 Dolores Way, Suite E INSURER D., PO Box 301 INSURER E : Carbondale CO 81623 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AUULbUbK INSD WVD POLICY NUMBER (MMIDD/YYYY) POLICY EXP MWDD/YYYY) I LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y Y MKLV5ENV100766 3/1/2018 3/1/2019 EACH OCCURRENCE $ 1,000,000 UAMAutIPREMISES (Ea occurrence) $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO - POLICY ❑ JECT 1:1 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY Per accident $ ( ) (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB HCLAIMS-MADE OCCUR Y MKLV5EFX100175 3/1/2018 3/1/2019 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ WORKERS COMPENSATION- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F -1N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below / A STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability MKLV5ENV100766 3/1/2018 3/1/2019 Limit: $2,000,000 A Contractors Pollution Liability MKLV5ENV100766 3/1/2018 3/1/2019 Limit: $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insureds under the General Liability in respect to the ongoing and completed operations performed by insured on behalf of holder as required by written contract subject to forms CG 2010 04/13 & CG 2037 04/13 or their equivalent. General liability is primary & non-contributory. Waiver of Subrogation applies to CGL CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Colorado ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway AUTHORIZED REPRESENTATIVE PO Box 850 /fJ Eagle CO 81631 7-o!2 ? ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD DocuSign=elope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB p IT n SUNSE-5 OP ID: J4 ACORO® CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: 1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DATE 03/23/2018 Y) 03/23/2018 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 have ADDITIONAL INSURED provisions or 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 970-945-9111 Neil-Garing Insurance PO Box 1576 Glenwood Springs, CO 81602 CONTACT Jenny Clark, CISR PHONE 970-945-9111 FAX970-945-2350 (A/C, No, Ext): (A/C, No): E-MAILI Jclark@Heil-garing.com John F. Ingelhart INSURERS AFFORDING COVERAGE NAIC # INSURER A: Acuity Insurance Co. 14184 $ INSURED Sunsense Inc INSURER B: PlnnacOl Assurance 41190 PO Box 301 MED EXP (Any one person $ Carbondale, CO 81623 INSURER c : $ INSURER D: GENERAL AGGREGATE $ INSURER E : $ INSURER F: A AUTOMOBILE X X COVERAGES CERTIFICATE NUMBER: 1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ GEN'L MED EXP (Any one person $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: POLICY JECOT- [:] LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED�( NON -OWNED AUTOS ONLY AUTOS ONLY Z77599 04/01/2018 04/01/2019 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTYDAMAGE Pera ccident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ B WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY ANY PROPRIR/P/EXECUTIVE ❑ OFFICER/MEMBMB ER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 4103541 04/01/2018 04/01/2019 X STATUTE X ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 A A Equipment Floater Install Floater Z77599 Z77599 04/01/2018 04/01/2018 04/01/2019 04/01/2019 Lsd/Rente Installat 100,000 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle Count g y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT D Warranty information for Solar Panels 27 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT D ENERGIZING LIFE TOGETHER41 REC IL Limited Warranty Certificate for REC TwinPeak solar panels' (Limited Warranty) (valid as of January], 2017) This Limited Warranty covers all panels with the REC TwinPeak name (as defined above) sold on or after January 1, 2017 or later and is valid in all member states of the Organization of American States (OAS) only. RFC SOLAR PTE. LTD. (hereafter the 'Warrantor' or 'REC) issues the following voluntary warranty to the end-user who purchased the Product in the above mentioned region and put the Product into use for the first time (the'Original End -User'). In addition to the rights under this Limited Warranty, the Original End -User may be entitled to statutory warranty rights under applicable national laws which shall not be affected or limited in any way by this Limited Warranty. I. Product Warranty Subject to the terms and conditions of this Limited Warranty, for a period of ten (10) years from the date of purchase by the Original End -User (not exceeding a maximum period of 10.5 years from the date of production as identified on the Product) (the 'Warranty Period'), REC warrants that the Products: • Are free from defects in material and workmanship if installed and used in accordance with the installation instructions available to download from www.recgroup.com; and • Will remain safe and operational if cable and connector plugs are installed professionally and are not permanently positioned in water; provided however, that damage to the cable caused by abrasion on a rough surface due to insufficient fixing or to unprotected running of the cable over sharp edges is excluded. Damage caused by animals is also excluded; and • Will not experience freezing up of the aluminum frames if installed correctly. The outer appearance of the Product, including scratches, stains, rust, mould, discoloration and other signs of normal wear and tear, which occurred after delivery or installation, do not constitute defects, provided the functionality of the Product is not affected. Glass breakage constitutes a defect only if not caused by any external influence. If a defect (or serial defect2) occurs during the Warranty Period affecting the functionality of the Product, REC will, at its sole option: • Repair the defective Product; or • Replace the Product with an equivalent product; or • Refund the current market price of an equivalent product at the time of the claim. II. Power Output Warranty Subject to the terms and conditions of this Limited Warranty, REC warrants that the actual power output of the Product will reach at least 97% of the nameplate power output specified on the Product during the first year (calculated from the date of production as identified on the Product). From the second year, the actual power output will decline annually by no more than 0.7% for a period of 24 years, so that by the end of the 25th year, an actual output of at least 80.2% of the nameplate power output specified on the Product will be achieved. This Power Output Warranty covers only reduced performance due to natural degradation of the glass, the solar cell, the embedding foil, the junction box and interconnections under normal use. If the Product does not reach the warranted power output levels set out above when measured by the Warrantor or by an accredited and independent measuring institute agreed to prior to testing by the Warrantor, under standard test conditions (IEC 61215) and taking into account a ±3% tolerance range, then REC will, at its sole option: • Repair the Product; or • Replace the Product with an equivalent product or to supply additional panels as necessary to achieve the warranted percentage of specified power output; or • Refund the current market price of an equivalent product at the time of the claim. Excluding panels showing"QT as part of the product name. 2 Serial defects can only be confirmed by REC as a serial defect event in accordance with REC standards of serial defects. 3 Examples: Fraunhofer ISE, TUV Rheinland, UL or equivalent as discussed and agreed by the Warrantor prior to testing. rr 1,E ie-cF n e DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB III. Warranty Conditions, Limitations and Exclusions 1. This Limited Warranty is not transferable by the Original End -User, except to a subsequent owner of the solar power facility at which the Product was originally installed and remains installed, provided that this solar power facility has not been altered in any way or moved from the structure or property at which it was originally installed. 2. Notification of a warranty claim hereunder must be given without undue delay after detection of the defect and prior to the expiration of the applicable Warranty Period and in accordance with the procedure as set out in section IV below. 3. Please note that this Limited Warranty does not cover, nor will the Warrantor reimburse, any on-site labor or other costs incurred in connection with the de -installation or removal of defective Products, transport or the re -installation of replaced or repaired Products or any components. 4. The Warrantor may use remanufactured or refurbished parts or products when repairing or replacing any Products under this Limited Warranty. Any exchanged or replaced parts or Products will become the property of REC. The Warranty Periods set out in sections I. and II. above will not be extended in any way in the event of a replacement or repair of a Product. 5. This Limited Warranty requires that the Product is installed according to the latest safety, installation and operation instructions provided by REC and does not apply to damage, malfunction, power output or service failures which have been caused by: (a) repair, modifications or removal of the Product by someone other than a qualified service technician; (b) any improper attachment, installation or application of the Product or (c) abuse, misuse, accident, negligent acts, power failures or surges, lightning, fire, flood, accidental breakage, actions of third parties and other events or accidents outside REC's reasonable control and/or not arising under normal operating conditions. 6. This Limited Warranty is provided voluntarily and free of charge and does not constitute an independent guarantee. Therefore, if any defect materially affects the functionality of the Product or results in a power output below the warranted levels,theOriginal End -User's remedies are limited exclusively to the remedies setoutundersections1.and ll.inthewarranty cases specified herein. REC ASSUMES NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE WARRANTIES MADE HEREIN AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REC EXCLUDES ALL LIABILITIES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM THE USE OR LOSS OF USE OF THE PRODUCTS TO PERFORM AS WARRANTED; INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF POWER, LOST PROFITS OR SAVINGS NOR EXPENSES ARISING FROM THIRD -PARTY CLAIMS. This does not apply to the extent the Warrantor is liable under applicable mandatory product liability laws or in cases of intent or gross negligence on the part of the Warrantor. 7. This Limited Warranty shall be governed by and construed in accordance with the laws of the State of California without giving effect to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to or govern this Limited Warranty or any aspect of any dispute arising there from. IV. Warranty Claim Procedure Claims under this Limited Warranty must be made by notifying the authorized distributor or seller where the Product was first purchased. A claim may be registered at: www.recgroup.com/claims Contact details for REC global distribution partners can be found at: www.recgroup.com/distributors Once a claim has been submitted, it will be handled by the REC Regional Office, details of which can be found at: www.recgroup.com/contact For a warranty claim to be processed, proof of the original purchase of the Product and any subsequent sales including transfer of this Warranty need to accompany the claim. The claim must include a description of the alleged defect(s) as well as the Product's serial number(s). Priorto returning any Products or components to REC, an RMA (Return Merchandise Authorization) number is required, which may be obtained by contacting REC via the aforesaid address. This warranty is valid for Products sold on or after January 1, 2017. ............ RF 1.E 1, r,6 n P DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT E Warranty Information for Inverter 28 wuIe"T E DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB solar - • • LIMITED PRODUCT WARRANTY LIMITED PRODUCT WARRANTY This SolarEdge Technologies Ltd. Limited Warranty covers defects in workmanship and materials of the below -listed products for the applicable warranty period set out below: • Power optimizers: 25 years commencing on the earlier of: (i) 4 months from the date the power optimizers are shipped from SolarEdge; and (ii) the installation of the power optimizers, provided, however, that for the module embedded power optimizers (CSI and OPJ models), the Warranty Period shall not exceed the maximum of (1) the module product warranty and (2) the module power warranty periods provided by the applicable module manufacturer. • Inverters, Safety & Monitoring Interface (SMI), Auto -transformer, GSM Cellular Modem: 12* years commencing on the earlier of: (i) 4 months from the date the products are shipped from SolarEdge; and (ii) the installation of the products. • StorEdge Interface: 10 years commencing on the earlier of: (i) 4 months from the date the Interfaces are shipped from SolarEdge; and (ii) the installation of the Interfaces. • Home Gateway, Control and Communication Gateway, Firefighter Gateway, Wireless Communication Products excluding GSM Cellular Modem, RS485 Expansion Kit, SolarEdge Meter, Smart Monitoring Combiner Box: 5 years commencing on the earlier of: (i) 4 months from the date the product is shipped from SolarEdge; and (ii) the installation of the product. Warranty duration of wireless communication products is the same whether or not the product is pre-installed in the inverter. * In some countries the inverter warranty is limited to 7 years. For a list of these countries please access http://www.solaredge.com/warranty exceptions The Limited Warranty does not apply to components which are separate from the Products, ancillary equipment and consumables, such as, for example, cables, fuses, wires and connectors, whether supplied by SolarEdge or others. Some components may carry their own manufacturer warranty. See product datasheet for more details. In addition, for all power optimizers with a part number ending in C, the SolarEdge warranty does not apply to the input connector. The Limited Warranty only applies to the buyer who has purchased the Products from an authorized seller of SolarEdge for use in accordance with their intended purpose. The Limited Warranty may be transferred from buyer to any assignee, and will remain in effect for the time period remaining under the foregoing warranties, provided that the Products are not moved outside its original country of installation and any reinstallation is done in accordance with the installation directions and use guidelines accompany the Products (collectively the "Documentation"). If, during the applicable Warranty Period, buyer discovers any defect in workmanship and materials and seeks to activate the Limited Warranty, then buyer shall, promptly after such discovery, report the defect to SolarEdge by sending an email to support@solaredge.com with the following information: (i) a short description of the defect, (ii) the Product's serial number, and (iii) a scanned copy of the purchase receipt or warranty certificate of the applicable Product. Upon buyer's notification, SolarEdge shall determine whether the reported defect is eligible for coverage under the Limited Warranty. The Product's serial number must be legible and properly attached to the Product in order to be eligible for Warranty coverage. If SolarEdge determines that the reported defect is not eligible for coverage under the Limited Warranty, SolarEdge will notify buyer accordingly and will explain the reason why such coverage is not available. If SolarEdge determines that the reported defect is eligible for coverage under the Limited Warranty, SolarEdge will notify buyer accordingly, and SolarEdge may, in its sole discretion, take any of the following actions: • repair the Product at SolarEdge's facilities or on-site; or issue a credit note for the defective Product in an amount up to its actual value at the time buyer notifies SolarEdge of the defect, as determined by SolarEdge, for use toward the purchase of a new Product; or • provide Buyer with replacement units for the Product. SolarEdge will determine whether the Product should be returned to SolarEdge and, if SolarEdge so determined, the Return Merchandise Authorization ("RMA") Procedure (set out below) will be invoked. Where replacement Products are sent, SolarEdge generally sends such products within 48 hours. SolarEdge may use new, used or refurbished parts that are at least functionally equivalent to the original part when making warranty repairs. The repaired Product or replacement parts or Product, as applicable, shall continue to be covered under the Limited Warranty for the remainder of the then -current Warranty Period for the Product. Where the RMA Procedure is invoked by SolarEdge, SolarEdge will instruct buyer how to package and ship the Product or part(s) to the designated location. SolarEdge will bear the cost of such shipment, upon receipt of the Product or part(s), SolarEdge will, at its expense and sole discretion, either repair or replace the Product or part(s). SolarEdge General Product Warranty ff I DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT F PV Mounting System (Iron Ridge) 29 DocuSign Envelope ID: DD1F1283-B8A0-4449-9415-EF4EAF7F8A CAr-r1B1T F &1495 RIDGE 1495 Zephyr Avenue ,42 Hayward, CA 94544 Make Solar Stronger 227-5 I oOnRdge.com IronRidge Limited Product Warranty For products sold after June 1, 2018, IronRidge provides, to the original purchaser of the Products from IronRidge, and any subsequent owner of the Products, subject to section 4 below ("Purchaser"), the following warranties for "Products" (defined as products manufactured by IronRidge, excluding polymeric components) and installed properly and used for the purpose for which the Products are designed (collectively the "Warranty"), commencing on the earlier of (a) the date of complete installation of the Products or (b) 30 days after the initial purchase of the Products from IronRidge: • for a period of five years, Products with finishes (excluding Products that are mill finished) will be free of visible defects, peeling, or cracking; and • for a period of 25 years, Products will be free of defects in materials and manufacturing which materially impair the use of the Product for the purpose for which it was designed. The Warranty excludes: a) any defect that has not been reported to IronRidge in writing (i) within the warranty periods set forth above and (ii) within 60 days after discovery of such defect; b) normal wear, or damage resulting from misuse, overloading, abuse, improper installation (including failure to follow professional instruction and certification), negligence, or accident, or from force majeure acts including any natural disasters, extreme weather, war, or criminal acts; c) Products that have been altered, modified or repaired without written authorization from IronRidge or its authorized representative; d) damage to or caused by, or defects in, parts or materials not sold by IronRidge (irrespective of IronRidge documentation); e) Products installed, used or maintained in a manner contrary to IronRidge documentation; and f) damage to the Products during shipment, storage, installation or use. The finish warranty in section 1(c) above does not apply to surface oxidation or any foreign residue deposited on the Product finish, or to Products installed in corrosive atmospheric conditions, and is void if the practices specified by AAMA 609 & 610-02 — "Cleaning and Maintenance for Architecturally Finished Aluminum", or ASTM A780/A780M - 09 "Standard Practice for Repair of Damaged and Uncoated Areas of Hot -Dip Galvanized Coatings", as applicable, are not followed. The determination of the existence of a valid Warranty claim or the applicability of any exclusion set forth in section 2 will be made by IronRidge in its sole discretion. Any waiver of or failure to claim a warranty exclusion will not create a continuing waiver or any expectation of non -enforcement of any such exclusion. In the event of breach of or non- compliance with the warranties set forth above, IronRidge's sole obligation and liability, and Purchaser's sole and exclusive remedy, shall be correction by IronRidge or its authorized representative of defects by repair, replacement, or credit, at IronRidge's sole discretion, provided Purchaser submits written proof of purchase and the date thereof within the applicable warranty period. Such repair, replacement or credit will not cause the warranty periods above to be reset, will completely satisfy and discharge IronRidge's liability and obligation with respect to the Warranty, and will not create an expectation of Warranty coverage in the future. Refurbished Product may be used to repair or replace the defective components. Transportation, installation, labor, or any other costs or losses associated with failure of Warranty compliance, or Product replacement or repair, are not covered by this Warranty and are not reimbursable. 4. The Warranty is assignable by Purchaser and any subsequent owner of the Products, provided that the Products remain installed at the original installation location, and provided that any subsequent owner agrees in writing to be bound by the terms of this IronRidge Limited Product Warranty document. Change in ownership of the Products or assignment of this Warranty will not cause the warranty periods above to be reset. Any subsequent owners to whom June 1, 2018 IronRidge, Inc. Page 1 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB /lam IRONRIDGE Make Solar Stronger 1495 Zephyr Avenue Hayward, CA 94544 (800)227-9523 IronRidge.com the Warranty is assigned shall be considered a subsequent "Purchaser" for purposes of this Warranty during the period of ownership of the Product(s). Except as set forth above, IronRidge sells the Products on an "AS IS" basis, which may not be free of errors or defects, and ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, WORKMANLIKE EFFORT, CORRESPONDENCE TO DESCRIPTION, DESIGN, TITLE OR NON -INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE PRACTICE, ARE HEREBY DISCLAIMED. IN NO EVENT WILL IRONRIDGE BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO OR ARISING OUT OF THE WARRANTY OR THE PRODUCTS, OR OTHERWISE BE LIABLE FOR INTERRUPTION OF BUSINESS, COST OF COVER, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, OR OTHER ECONOMIC ADVANTAGE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IRONRIDGE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IronRidge will not be liable for claims by Purchaser for damages suffered by Purchaser's customers, or claims of third parties. IronRidge's maximum aggregate liability for all claims and obligations relating to or arising from the Warranty is limited to the original purchase price of the nonconforming Products. June 1, 2018 IronRidge, Inc. Page 2 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT G Sunsense Inc. 5 year Warranty 30 DocuSign Envelope ID: DD1F1283-B8A0-4449-9415-EF4EAF7F8AOB CXHIBIT G SOLAR I DESIGN I BUILD 5 -Year Limited Workmanship Warranty 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. Limited Warranty Coverage: Sunsense Inc. warrants to the purchaser and all transferees of the structures to which products/equipment are installed and/or repairs are made as follows: • Product Installation: Sunsense Inc. warrants the installation of products to be free from defects in workmanship from the date of Final Inspection of the product/equipment for a period of 5 years of normal use. This workmanship warranty does not include any damages or defects in the product except to the extent solely caused due to installation of the product by Sunsense Inc. authorized employees. • Repairs: Sunsense Inc. warrants only the repairs made to be free from defects in workmanship from the date of the completed repair for a period of 1 year of normal use. This workmanship warranty does not include any damages or defects in the products/equipment used to make the repair except to the extent solely caused due to installation of the product by Sunsense Inc. authorized employees. Sunsense Inc. will have the right to inspect the areas at issue to determine the cause of the alleged defects. If the defects are determined to be within the scope of the workmanship warranty, Sunsense Inc. will make the necessary repairs at Sunsense Inc. expense. Manufacturers equipment warranty applies to all supplied equipment. Sunsense Inc. specifically does not warrant the installed products. Sunsense Inc. repair of the defect SHALL BE THE SOLE EXCLUSIVE REMEDY available to the covered person or entity with respect to any defect. Sunsense Inc, will not refund or pay any costs in connection with repairs made by anyone other than Sunsense Inc. 2. Conditions of Warranty: Sunsense Inc. liability to the covered person or entity shall be subject to the following terms and conditions: a) The claimant must provide proof that they are the covered person/entity. b) The covered person/entity must provide written notice to Sunsense Inc. within 10 days after discovery of any claimed defect covered by this warranty and before beginning any permanent repair. The notice must describe the location and details of the defect and such information as is necessary for Sunsense Inc. to investigate the claim. c) Upon discovery of a possible defect, the covered person/entity must immediately and at the covered person/entity's expense provide for protection of all property that could be affected until the defect is remedied. 3. Exclusions: This Warranty does not cover damage or defects resulting from or in any way attributable to (a) neglect, (b) misuse, (c) abuse, (d) repair or alteration made by anyone other than Sunsense Inc. (e) settlement or structural movement and/or movement of materials to which installed products are attached, (f) damage from incorrect design of the structure, (g) failure to follow the instructions (h) acts of God including, but not limited to, hurricanes, tornados, floods, earthquakes, severe weather or natural phenomena, (including, but not limited to, unusual climate conditions), (i) lack of proper maintenance, (j) any cause other than workmanship defects attributable to Sunsense Inc. Sunsense does not guarantee a specific amount of energy production. Estimates are based on historical average weather data. 4. Disclaimer: The statements in this Warranty constitute the only warranty extended by Sunsense Inc. for its workmanship. NO OTHER WARRANTY SHALL BE MADE BY OR ON BEHALF OF Sunsense Inc. Address Under Warranty: Sunsense Inc. Authorized Rep (Print Name): Title: Authorized Signature: Start Date: DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT H Alliance Roof Warranty DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB EXHIBIT H Trust Hard Work Honest Professional ,I Alliance Steel Building System Eagle County Facilities —Workshop Division 13 — Special Construction PO Box 1767, Grand Junction, CO 81502 (970) 434-9093 (970) 434-7583 Fax DocuSign Envelope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H Alliance Steel Building Systems 3333 S. Council Rd. Oklahoma City OK 73179-4410 405-745-7500 September 12, 2018 Project : Eagle County Facilities Workshop Project Address: 3299 Cooley Mesa Road Gypsum, CO. 81637 Project #t: 10-18-023 Alliance Steel Building Systems hereby guarantees all material and workmanship on the above mentioned project for a period of one year from date of substantial completion, October 15, 2018. (- Title 10- 18-023 warranty DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8A0B EXHIBIT H ENERGY STEEL BUILDING SYSTEMS STAR •^� �� ACCREDITED PARTNER AC472 Alliance Steel, Inc. • 3333 S. Council Road • Oklahoma City, Oklahoma 73179 4410 (405) 745-7500 • Fax (405) 745-7503 www.allianceokc.com LIMITED WARRANTY For a period of one year from the date of substantial completion, and subject to the limitations hereinafter described, Alliance Steel warrants the materials sold hereby against defects, provided they were assembled and erected in accordance with the practices set forth in the then current Alliance Dealer Erection Manual, included herein by reference, and in accordance with all applicable state and local building codes and ordinances. This Limited Warranty covers only the structural integrity of the building as ordered by Buyer. Certain materials sold by Alliance, including Galvalume panels and panel coatings such as Valspar and Kynar, as well as items such as doors, windows, vents, and other items which Alliance purchases from third parties, carry only the warranties, if any, provided by their manufacturers. This Limited Warranty covers only products manufactured by Alliance. This Limited Warranty does not cover erection by others, nor any weather tightness warranties. Alliance agrees to cooperate with Buyer, when appropriate, to seek fulfillment of any warranties offered by other manufacturers, but assumes no responsibility for such warranties. In the event of damage caused by the failure of properly installed materials supplied by Alliance hereunder, Alliance shall, at its option, either repair the damaged parts, or ship replacement materials for the damaged parts to the Building premises. This Limited Warranty does not cover the cost of removal of damaged materials or installation of replacement materials, nor does it cover any other costs or damages, including, but not limited to, consequential damages, loss of profit, personal or property damage, loss of use, or claims of third parties. The foregoing Limited Warranty is strictly limited to the above, and does not extend to damage caused for any other reason, including, but not limited to, damage occasioned by acts of nature such as hurricanes, tornadoes, floods, hail, lightning, or by acts of war, civil disturbance, fire, explosions, falling or moving objects, negligence in maintenance or use, misuse such as crane overloading or installation of loads in excess of the Building's design, violation of applicable building codes or ordinances, inadequate foundations, or violations of the recommendations contained in the Alliance Dealer Erection Manual. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALLIANCE MAKES NO WARRANTY WITH RESPECT TO ITS BUILDING, AND SELLS ITS BUILDING WITH ALL FAULTS, AS 1S, WHERE IS, AND SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND AT THE EXPIRATION OF ONE YEAR FROM THE DATE OF SUBSTANTIAL COMPLETION, THIS FOREGOING LIMITED WARRANTY SIIALL 7.'ERMINATE AND BE OF NO FURTHER FORCE OR EFFECT. Job #: 17-571 Bill Cralley, President Contractor: FCI Constructors Job Name: Eagle County Facilities Date: September 26, 2018 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H MUL111190� ,� �� ENESTARGY ,�„ Kj MCR -EDITED ` STEEL BUILDING SYSTEMS �^"m PARTNER AC472 Alliance Steel, Inc. - 3333 S. Council Road - Oklahoma City, Oklahoma 73179-4410 (405) 745-7500 - Fax (405) 745-7503 www.allianceokc.com September 26, 2018 Att: Sara Davis - FCI Constructors f;�l Job Name: Eagle County Facilities Location: Gypsum, Co Purchase date: 5/30/18 Invoice number: 261957,262261,262313 Job number: 17-571 Building Size: 79/20 x 152/90 x 16/12 To whom it may concern, The metal roof deck supplied on the above invoice number has been approved by the Underwriter's Laboratories of Chicago for the class 90 rating provided that it has been installed in accordance with the construction specifications as follows: PBR roof panels: Specifications #30, #79, #161 and #167 Alliance -Lok 16 panels: Specifications #506, #506A and #50613 Alliance Seam 24 panels: Specifications #240, #552, #552A and #552B M Panel Specifications #39 and #12 IP 36 Panel Specification #560 NFS Panel Specifications #255, #303, #342, #343, #414, #436, #446, #448, #486, #543, and #544 LT 3.3 Panel Specification #244 Sincerely, Bill Cralley President Alliance Steel, Inc. DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H 1AIM"OE111100 ENERGY MARD STEEL BUILDING SYSTEMS , STAR •^� .,••u •�+��+�� ACCREDITED PARTNER AC472 Alliance Steel, Inc. • 3333 S. Council Road • Oklahoma City, Oklahoma 73179-4410 (405) 745-7500 Fax(405)745-7503 www.allianceokc.com FACTORY MUTUAL CLASS I ROOF PANEL - CERTIFICATE September 26, 2018 Att: Sara Davis - FCI Constructors Re: Job Name: Fagle County Facilities Location: Gypsum, Co Purchase date: 5/30118 Invoice number: 261957,262261,262313 Job number: 17-571 Building Size: 79/20 x 152/90 x 16/12 To whom it may concern, The metal roof deck supplied on the above invoice number meets the approval requirements for Factory Mutual standard 4471 -Class 1 Roof Panel, including Class A Fire rating, and Class SH (severe hail) Hail Damage Resistance rating. This certificate does not indicate proper application or installation of the roof deck components and does not apply to other material, which may be used at the location specified, Sincerely, ZZYPCLt Bill Cralley President Alliance Steel, Inc. DocuSign Envelope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H /�_ P n o ( .� ���� M AAS ENERGY M •n, � u r_" ACCREDITED STEEL BUILDING SYSTEMS � �"`�JW STAR R AC472 Alliance Steel, Inc. • 3333 S. Council Road ■ Oklahoma City, Oklahoma 73179-4410 (405) 745-7500 , Fax (405) 745-7503 www.allianceokc.com Alliance Steel, Inc. TWENTY FIVE (25) YEAR LIMITED WARRANTY on AZ 55 zinc -aluminum coated steel sheet (GALVALUMEO) with acrylic film protection (ACRYLUMEO) or without Alliance Steel, Inc. (as the "Seller") hereby provides this LIMITED WARRANTY to: Eagle County Colorado (as the "Buyer") PI':RFORMANCE STATEMENT: Seller exclusively warrants that, subject to the following provisions, seller's hot dipped aluminum -zinc alloy coaled sheet steel, (Galva]uine(R)) with a coating weight of A7.55, with acrylic film protection (Acryluntewl) or without, sold for use as unpainted steel building, roofing and wall siding panels, if erected within the Continental U.S., Alaska, and Canada WILL NOT RUPTURE, FAIL STRUC1IURALLY. OR PERFORATE: For a period of TWENTY FIVL•; (25) years from the date of installation as a result of corrosion caused by exposure to normal atmospheric conditions. EXCLUDED CONDI'T'IONS: 1 his limited warranty DOFS NOT APPLY to sheet exposed at any lime to corrosive or aggressive atmospheric conditions, as well as other situations and conditions including hot not limited to: 1. Areas subject to saltwater marine atmospheres or to constant spraying of ether salt or fresh water, 2. Areas subject to fallout or exposure to corrosive chemicals, fumes, ash, cement dust or anmtal waste. 3. Areas subject to water run-off from lead or copper flashings or areas in metallic contact with lead or copper. 4. Conditions / circumstances where corrosive fumes or condgnsatcs arc generated or released inside the building. 5. Mechanical, chemical, fire, or other daurage sustained while storing, erecting, or after erection is complete. 6 Installation practices which incorporate severe reverse bonding or subjects the finish to alternate compression and tension 7. Slopes or sections flatter than 114':12', or failure to provide free drainage ofwater, including internal condensation, from overlaps on all surfaces of the sheets or panels S. Failure to remove debris fron overlaps and all other surfaces of the sheets or panels. 9 DmnagC caused to the finish by improper cleaning procedures 10, DClcrior.rtion of the panels caused by contact with green r wet lumber or wet storage stain caused by water damage or condensation 11- Presence of damp insulation or other corrosive materials in contact w mh or close proxnnity to the panel. 12. The use of fasteners other than those provided by Alliance Steel, Inc Effective Date: Job #: 17-571 Invoice#: 261957,262261,262313 Contractor: FCI Constructors Steel Supplier: 1:S Steel THIS WARRANTY SHALT. HE SUBJECT' TO THE: STIPCLATIONS, LIMITATIONS, AND CONDITIONS IfERE1N: 1. Claims must be reported to the seller in writing within THIRTY (30) days after a suspected nun -conformance is brought to the buyer's attention. 2. All claims must include. a) The seller assigned job number i.e. ( 203-555 ) b) The sellers invoice number to the buyer. c) The name of the buyer's contractor. d) The date that installation was completed_ e) The galvalume steel supplier, 3. After a claim is made the seller shall be given reasonable opportunity to inspect the buyer claim of non-conformance. 4. Seller extends this warranty solely to the buyer as named to this document, this warranty is non -transferable and non-assignable- 5. unassignable.5. Seller reserves the right to terminate this warranty at any time (except for orders already accepted) upon giving or written notice thereof. EXCLUSIVE REMEDIES: In the event of non-confurmance as determined by the seller on GalvalurnOR or Acrylume u) materials furnished by the seller, seller will: pay for materials reasonably necessary to repair, or replace said nmterial; at the seller's option. DISCLAIMER OF FVARRANTV:EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALLIANCE STEEL. INC. MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GALVALUMEOF OR ACRYLUNIE:O COATING SYSTEMS INCLUDING, WITHOUT LIMITATION AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED, NOR INFRINGEMENT OR A.M. OTHER MATTER. LIMITATION OF LIABILITY: Alliance Steel, Inc shall have no hability to art), person for incidental, couscrluer nal or special damages of any description, whether arising out of warranty or other contract, negligence or other tort, or otherwise. The parties expressly agree that the limitations set forth herein are agreed allocations of risk and shall survive the determination of any court of competent jurisdiction that (lie remedy provided herein fails of its essential purpose. Buyer: Eagle County Colorado Rep: Name/Title: Date: Seller: Alliance Steel, Inc. Re Name/Title: Bill Cralley, President Date: September 26, 2018 DocuSign Envelope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H AUM�000 ENERGY 8, �STAR ACCREDITED STEEL BUILDING SYSTEMS �°�d PARTNER � mrvs ur. m n AC472 0 Alliance Steel, Inc. ^ 3333 S. Council Road Oklahoma City, Oklahoma 73179-4410 • (405) 745-7500 • Fax (405) 745.7503 www.allianceokc.com Alliance Steel, Inc. THIRTY FIVE (35) YEAR LIMITED WARRANTY on Steel & Aluminum sheet panels finished with the Valspar Fluropon® system Alliance Steel, Inc. (as the"Seller') hereby provides this LIMITED WARRANTY to: Eagle County Colorado (as the "Buyer") PERFORMANCE STATEMENT: Seller exclusively warrants that materials provided with the Valspar Fluropon40 family of coil coatings when used for roof, and wall siding panels, erected in the Continental U.S, Alaska, and Canada. WILL NOT CRACK- CHECK, OR PEEL: For a period of THIRTY FIVE (35) years from the date of installation, (this does not include minute fracturing which may occur during proper fabrication procedures) WILL NOT CHALK: In excess of a No 6 rating for a period of THIRTY (30) years from :he date of installation for wall panels - All measurements shall be made In accordance with ASTM D 4214.96 Test method A D659 on clean surfaces. WILL NOT FADE OR CHANGE COLOR: In excess of five (5 0) Hunter AE units for a per od of THIRTY (30) years from the date of instal at.cn for wall panels All measurements shall be made In accordance with ASTM D 2244 -02. Color change shall be measured on an exposed painted surface that has been cleaned of surface soils and chalk, and the corresponding values measured on the original or unexposed painted surface. It Is understood that fading or color changes may not be uniform If the surfaces are not equally exposed to the sun and elements, EXCLUDED CONDITIONS: This limited warranty DOES NOT APPLY to sheet exposed at any time to coiros ve or aggressive atmospheric conditions, as well as other sit.ations and Condit ons nclud ng but not limited to: 1 Areas subject to so [water marine atmospheres or to constant splaying of either salt or fresh water. 2 Areas subject to fallout or exposure to co•rosive chemicals, fumes, ash, cement dust or animal waste. 3 Areas subject to water runoff from lead o• copper Rashmgs or areas In molall-c contact with lead or copper {dissimilar metals).. 4 Conditions I circumstances where Cor osive fumes or condensates are generated or released ns de the building 5. Mechanical- chemical fire, or other damage sustained while storing, erecting, or after erection is complete. 6. Installation practices which mcorporale severe reve•se bending or subjects the finish to alternate compression and tension 7 Slopes or sections less than 114 12", or failure to provide free drainage of water- Includ-ng Internal condensation, from overlaps on all surfaces of the sheets or panels. 6 Failure to remove debr s from overlaps and e'I other surfaces of the sheets or panels 9. Damage caused to the finish by improper cleaning procedures. 10. Deterioration of the panels caused by contact with geeen / wet lumber or wet storage stain caused by water damage or condensation, 11 Presence of damp Insulation or other car-osive r aterials in contact wth or close proximity to the panel Effective Date: Job N: 17-571 Invoice[#: 261957,262261,262313 EXCLUDED CONDITIONS (continued); 12 The use of fasteners other than those provided or pre -approved by Alliance Stool, Inr-. 13. Acis of God, falling objects, explosions, fire, external forces or other similar or other similar or dissimilar circumstances beyond Alliance Steel Inc control. 14 Areas where items such as snow guards and/or solar panels that are chemically adhered to the paint surface THIS WARRANTY SHALL BE SUBJECT TO THE STIPULATIONS, LIMITATIONS, AND CONDITIONS HEREIN: 1. Claims must be reported to the seller in writ ng within THIRTY (30) days after a suspected non-conformance .s brought to the buyers attention 2- All claims must include, a) The seller assigned ASI job number I.e (203.555 ) b) The sellers invoice number to the buyer c) The name of the buyers contractor d) The data that installation was ccmp'eted. 3. After a claim is made the seller shall be g van reasonab'e opportunity to Inspect the buyers claim ofnon-conformance 4 Seller extends this warranty solely to the buys, as named in this document this warranty is non-transferrable and non assignable 5 Seller reserves the right to terminate this warranty at any time (except to; orders already accepted) upon giving written notice [hereof EXCLUSIVE REMEDIES: In the event of non-conformance as determined by the seller on materials furnished by the seller, finished with the Valepar Fluropon° paint system, seller will: Pay for labor and materials reasonably necessary to repaint, repair, replace at our option the moist panels shoving the Warranty Condrkons The Warranty Benefits shall not exceed the original purchase price of the affected metal panels not indud-ng any accessories or attachments or the remedy provided in any other warranty provided to Ire original purchaser whichever Is less The warranty will continua to apply to any metals that were repainted, repa,red or replaced due to the Warranty Condition but only for the unexpired portion of the Warranty period applicable to the original part DISCLAIMER OF WARRANTY: EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALLIANCE STEEL, INC. MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE VALSPAR FLUROPONs PAINT SYSTEM, INCLUDING, WITHOUT LIMITATION AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED, NOR INFRINGEMENT OR ANY OTHER MATTER. LIMITATION OF LIABILITY: Alliance Steel, Inc. shall have no liability to any person for incidental, consequential or special damages of any description, whether arising out of warranty or other contact negligence or other tort, or otherwise The partes expressly agree that the I,mitat ons set forth herein are agreed allocations of risk and shall survive the determination of any court of competent jurisdiction that the remedy provided herein fads of its essenba purpose Buyer: Eagle County Colorado Rep: Name/Title: Contractor: FCI Constructors Date: Seller: Alliance Steqjil, Inc. Re Name/"Title: Bill Cralley, President Date: September 26, 2018 DocuSign Envelope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H Atl ,OTFS DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H f f 4- T T -1 H+ :TT ANCHOR DOLT BASE DETM 5 r LL COUNTY COLORADO EAGLE G�, MT..i, AT, DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H 71 1 � � r��,j �Y .,r i l �.��r,� t�1Y� �T Y i tYfY� -' Fz -17 Dk T-7 --` Il j iti j j � ii ij,l IN lel ANCHOR 80.— BASE DETA-LS EAGLE EIW CCUNTY COLORADO � OMMADD %•11 Cr DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H iri i FIT 44! DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H -7_'-�_ mmJ 11 iN' A :11! t m zz; L OOTES ICR IM vr_E� Lo DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H NQ "GAVE (3r-PAS51 ROOF FRAY NO HTA!L ran v. 'a,x. Z ------------ �-2 V �291 -W ROOF FRAMING FLAN L —1 �F— ran v. 'a,x. Z ------------ �-2 V �291 -W ROOF FRAMING FLAN DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H RQQRAMING DE -:/--.1. FOR LDC A � :.C_1 'CUNTi COLORADO DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H t 71Mi 17 E2 u i i w5ij, 1 I Ij` lig � ll I iI I \\\\ u - I ..-»,. I I p, w<a.a s�..y� � I i II I �i Ili:l I i .I Ir I Add ------------------------------------- ----- ErC-L, cz u 1 T 77" 17 r rn DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H In 3. *x1 P*;, rt -x MIJ-3i P, MU FFAY.-- U'.E 1 0 MITU. 0 U -.!E E,' sle, r,s & Tju WTITY N 0 Lm- V --Ms� J1P - I 1 7-, 0 SS 1R. Fac 11.9 LI, i IFM q _S I', rEl", � 0 ENDWA Mr 'LL FRAI �AGLECCUI- DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H LUS 'VIAL! :)ANl DE -A I. 01— — .--- .­­ -6a—) DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H Yj .;,A, V; 1, 1 ISMOE—i --l-P, LQ4 aCJO F— LWATU:OF 1 2 3 4 5 M. P, �s W, K.02 P.DWA =R%!. 1,.• f,,G F-Al.—Ioilm 0-0RADO DIE Urcc-rw DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H T 1 L ROD M.- IlF100. F2 I's I IM ��E U-111".4; F11K L17 I 2 3 DocuSign Envelope ID: DD1F1283-B8AO-4449-9415-EF4EAF7F8AOB EXHIBIT H I E?E ---------------- c0.n41 W- 0 ------------ --------------- --------------- OP D -------------------------------------------------- --------------------------------------- 0 ----------- (D f. 2L- --�1(1 DocuSign Envelope ID: DD1 F1283-B8A0-4449-9415-EF4EAF7F8AOB IFCI EXHIBIT Constructors, Inc. i Trust Hard Work Honest Professional ' Big Johnson Construction Eagle County Facilities — Workshop Division 13 — Special Construction PO Box 1767, Grand Junction, CO 81502 (970) 434-9093 (970) 434-7583 Fax DocuSign Envelope ID: DD1 F1283-B8AO-4449-9415-EF4EAF7F8AOB II EXHIBIT H 31.'..* JOHNSON construction,llc PO Box 1128, Fort Morgan, CO 80701 970.867.4709 Tel 970.867.4742 Fax www.bjcsteet.com Installation Labor Warranty Project: Eagle County Facilities Workshop Contractor: FCI Constructors, Inc. Address: 3070 1-70 B, Bldg. A Grand Junction, CO 81504 Owner: Eagle County Colorado Job Location: 3299 Cooley Mesa Road Gypsum, CO 81637 Date of Completion: August 20, 2018 Period of Warranty: 1 year (365 days) from the date of completion listed above. Building Manufacturer: Alliance Steel Building Systems This document is to certify that the pre-engineered metal building(s) erected for the owner and/or contractor listed above, at the above referenced job location, were professionally erected by Big Johnson Construction, LLC. Big Johnson Construction, LLC warrants and represents to the Owner and/or the Contractor that all work done under the executed contract has been of good quality, free from faults and defects and in accordance with the erection guidelines set forth by the building manufacturer, Alliance Steel Building Svstems, the Metal Building Manufacturer's Association (MBMA) and the AISC Code of Standard Practices. This specifically includes fastening all primary bolted connections as detailed in the "For Construction" drawings and outlined in the MBMA installation guidelines. Big Johnson Construction, LLC agrees at its own expense to do all work necessary and supply all equipment and labor to comply with this warranty for a period of one (1) year following the date of completion as listed above for the project. Any material failures, defects, faults or damage found within the warranty period, deemed a result of improperly installed components completed by a trade other than BJC, LLC affecting the performance of the erected structure(s), will not be covered under the standard warranty provisions provided. This also includes any faults or defects caused by negligent maintenance or use of the structure. We appreciate your business and hope you enjoy the new structure constructed. Sincerely, Abe Johnson