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Home My WebLink About04-23-12 Board of Public Works Meeting Agenda Back SolarLeaseBackupS.I.H CITY OF ITHACA EOM 9 x 108 East Green Street -3rd Floor Ithaca, New York 14850 -5690 DEPARTMENT OF PLANNING AND DEVELOPMENT JOANN CORNISH, DIRECTOR OF PLANNING & DEVELOPMENT U PHYLLISA A. DeSARNO, DEPUTY DIRECTOR FOR ECONOMIC DEVELOPMENT "�MYIIIf.� Telephone: Planning & Development - 607- 2746550 Community DevelopmenUII1RA - 607- 2746559 Email: dgrunder @cityofithaca.org Email: im @cityofitham.org Fax: 607 - 274 -6558 Fax: 607 - 274 -6558 MEMORANDUM To: William J. Gray, P.E, Superintendent of Public Works Board of Public Works From: Demise Bebmker, Energy Sustainability Project Manager Date: April 17, 2012 Subject: Recommendation to Approve Solar Liberty Lease Program (solar PV) In November 2011, the City of Ithaca (along with other local governments, businesses and organizations) was approached by Solar Liberty with an offer to install solar PV (photovoltaic) systems on City buildings, through a solar lease financing structure. The initial offer was reviewed in the months that followed by the relevant City departments and staff, including the Attorney's and Controller's office and Engineering. A result of that process, this memorandum provides a recommendation for the Board of Public Works to approve the implementation of this project on one or two selected buildings. Solar Liberty, Inc. has been installing solar systems since 2005 and it launched its new `Solar Liberty Lease Program" about one year ago. Through this program, a solar PV system of 25 kW would be installed in one or more City buildings and leased to the City for a 15 year term, for a fixed monthly lease fee. The City then benefits from the electricity production of the system (with no up -front municipal expense), thus reducing energy costs and greenhouse gas emissions, in addition to demonstrating its commitment to support renewable energy sources. Yearly cost savings are guaranteed as part of the program Included in the program are the following services: site plans of what the proposed system will look like, structural analysis by a thud party engineer and drawings (stamped), interconnection with the utility company, installation, maintenance of the system for the life of the lease, and all paperwork involved. Two buildings have been selected and qualified for implementation of this project: The Central Fire Station and Ithaca Youth Bureau building. Following is a short description of the selection criteria and specific proposal considerations: The main requirements of the program are that 'the client" (in this case the City) owns the building (or has a long term lease), and has a minimum electricity usage of 15, 000 kWh per year. Additional considerations include the structural condition/stability of the building and the electric utility rates paid. Solar Liberty then looks at the building through satellite imagery to make sure the roof is large enough to house the system — if the roof isn't able to fit the system, a ground mounted system might be considered. Buildings are qualified (or disqualified) depending on location, size, and electric usage. Once a building is qualified, the company uses 30 years of average sunlight data, along with the tilt and orientation of the system, to estimate what that specific system will produce. The production of the system, combined with the building's current electric rate, will determine the system's .savings on an annual basis. An analysis performed by Taitem Engineering — as part of a "Renewables & Technical Services" contract — shows that the City would have significantly higher costs and payback period if installing such systems on its own. Based on this information, I recommend approving and implementing this lease program in at least one of the selected buildings, giving priority to Central Fire Station, for which greater savings are expected. For your convenience, please find attached Solar Liberty's proposal summary for both buildings, as well as the following proposed contract documents: 1. IFD Lease Agreement 2. IFD Installation Agreement 3. IFD NYSERDA Application 4. IYB Lease Agreement 5. IYB Installation Agreement 6, IYB NYSERDA Apphcaition 7. Benchmark Letter Sincerely, Denise Belmaker "An Equal Opportunity Employer with fficommitirmt w workforce diversification. Solar Liberty Lease Program Your Savings Summary Organization: Ithaca Fire Department Installation Address: 310 W Green St., Ithaca, NY 14850 Congratulationsl Your building is a good candidate for a solar energy system. Solar Liberty offers to install a 25kW solar panel system on your building that is guaranteed to save you money on your electrical costs. All of the electricity produced by the system is yours for a low lease fee of $125 per month locked in for 15 years. Solar Production with Leased System 26,555 Solar electricity production (kWh) $1,859 Value of electricity produced $1,500 New lease payments $14,118 New yearly electrical bills $15,618 New electrical costs with solar $359 Your Savings With Solar! 11.63% Electric Offset SOIARLIBERTY' THE FUTURE OF ENERGY INDEPENDENCE 054O.YmorRle111 I Ri Jlelo, NV IaF)' I M, Nu RFNFW OApI:Nl I "Ifp650IBJPairymm Purchased from Solar Liberty Lease Utility Before Solar plus Utility M Utility Cost ■Lease Payment 01Solar Savings Savinas Guarantee: Solar Liberty guarantees that the lease payments for any annual lease period (12 months) will be less than the amount paid to the utility Company in the 12 months prior to signing the lease agreement. If the lease payments are not less than the utility savings, Solar Liberty will refund the difference. $16,000 - Current Electrical Costs $15,500 228,240 Current yearly electrical usage (kWh) $15,000 $0.07 $15,977 Your current cost per kWh purchased Current yearly electrical bills $14,500 $13$00 $13,000 Solar Production with Leased System 26,555 Solar electricity production (kWh) $1,859 Value of electricity produced $1,500 New lease payments $14,118 New yearly electrical bills $15,618 New electrical costs with solar $359 Your Savings With Solar! 11.63% Electric Offset SOIARLIBERTY' THE FUTURE OF ENERGY INDEPENDENCE 054O.YmorRle111 I Ri Jlelo, NV IaF)' I M, Nu RFNFW OApI:Nl I "Ifp650IBJPairymm Purchased from Solar Liberty Lease Utility Before Solar plus Utility M Utility Cost ■Lease Payment 01Solar Savings Savinas Guarantee: Solar Liberty guarantees that the lease payments for any annual lease period (12 months) will be less than the amount paid to the utility Company in the 12 months prior to signing the lease agreement. If the lease payments are not less than the utility savings, Solar Liberty will refund the difference. Solar Liberty Electric Company Solar Equipment Lease Egniamrnrtenra Nnmher 296_ _Jmsd mq/ ApH11, 101E NomennJ Adlresu fLesrcnc None anJAJJ,ese pfLamr' CHY.fills n Sala, Li6ny Eleenk Campany, de CanamHorso la 6500 Shaddaa D,. Subs 120 IDS E peen SL HoQdo. NY 14221 EQUIPMENT DESCRIPTION AND SITE PLAN: SEESCHEDULEAATTACHEDHERETO. All,, 1. xsaev ss lh& Lm,. Levee amhunzu Lessor to ism ant' mivinK i f IMalinn m aNanBe anv irmoeurale inJurmalion (such as Ore aerial nombalo,a rrrrdulel b.", 111, Equipment Dexcri11ionUMM . C VIYMCIeru SARY OF PAYMENT Y TERMS Term Malllhs : IBOMortlhs Total Cost: S22.50% 0 Peymwt Frequency: Monthly Toml Na System Cost $124,2W.N (n set font in tho third whatnot ofSrmwn 6 m the Installation A, amrn). Ruic Rrnml Paymem: Bee SC6etlule eplus vppliuble sales end NwnMr of lmtnllmcnts: IN use to Swunty Do posit SOHO Cuwff Dwc In In026 Lease Commeneemva Dale ie atnn odmbean oIhal —lagu I. 2011 aM shall mour upon pssogo of Wle Edn Imlaller la Ownar rynumr to lbc IrtNllation Ato- -1 betwern Iha Nnr° h.. and Sol., Liberty Envg' Syaems. Is' —Iulol wnmmpnnaomly hacwirh l "loatall.dooA amenl THIS AGREEMENT INCLUDES THE TERMS ON ME FOLLOWING PAGES, SCHEDULES AND EEHIBITS ATTACHED HERETO. Lesso: CAyallMaca Lesmc Sola,Libaly Elac(dCCamsh0A'c. By: Aden KRl to Too: Preedenl ege rn•u I. LEASE. Lesmr hereby agrees m Mom to Leases. and Lessee hereby a,. la lease ,men Lesso, to peaonul pmpury dscnbed on Schedule A to this Solar Equipment Lone (the "Lead') on the dews am conditions son our basin Ouch maperly logthe, with all .,In. mi.on. suannouaa, peal, vnpmvementa repuim, and eciamones and ell additimn; incomamtN therein or aifixm tereto bang rtRrrm a m.m. to "Equipment" ). Losce's exemtian of IM1is Leese sM1011 ubligem Leases go Isaac the Equipment fi.m Lector. This Lease aM1ell mat be binding on Lessor unless end until exmmed by LC6sOr. Anything to the contrary notwithstwtng, Lessor shell have no obligation to accept uxecme Or enter into this Lease .1 to •squire or learn to Leases the Equipment Title to the Equipment shall Of all lima remain in Lessor during the lens or to Lease. 3. SAVINGS GUARANTY. Lessor agrees that the Basic Rental Paymegna for any annual Iona period (months 1 -13) paid by Lessee OBI cot District the Lessee's Historic Utility Payment. The •Ilinonc Utility Payment' shall be the sum of the [Dinh of aunts paid by L. to Its electric witty provide, far Neeritdy, including any and all reigned rata chums, surcharge, nos. reams .ad pemlfies far the twelve (1E) month period immediately pre Odw, he Lease Commencement Dae. The Lesnor agrees that it the Basic Renal Payment for any annual lease period eeceds the Historic Utility Payment. Leer will pay Lessee an ant equal to the dlfforence between the Iliamm, Utility Payment vad the Beak Rental Payment for math annual lase period Lesue agrees that the poolium [ set theist is this Paragraph 3 shall be ruhje•[ to Leaee•s provial•n of documentation confirming ire Historic Udily Payment to the seta! etlon or Lessor. d. TERM . The ' Leone Cimmenrement Dam- fm this Lease shall be the owe set forth below Lessor's signature harem and the Lease shall core nom for the Initial Term son with above onlos earlier terminated by Lessor as provided herein. At the expiration of the Initial Tenn, unless Loam shall have renewed or purchased the Equipment (core Lessor pursuant to Paegmeh 16 or mumed the Equipment to Lessor in accordance with Paragraph 12 q. RENT I.) Lessee shall pay m monthly basic rent for the Initial Term of Ibis Lease to omamt shown an the first page of this Leese am to set font m Schedule B hmn. C - Basic Rental Payment"), provided Non the ag,ni Basic Rem Payment paid by to Laws during to Term skull he has ton the Tote[ Net Syrian CoL as am foch in the Smmmery of Payment Teams above. The Bai. Rental Payment shall be payable in o mirmens in to proamis and on the date provided in Schedule B aphis Lease, plus any applicable ales and we in thereon; provided however, thm Lessor and Lessee may agree to any miser payment ach alak. in which event Schmule B shall No amended by I.osor to refl cl the new payment schedule upon "tom notice from Lessor to Least. 5. ENVIRONMENTAL FINANCIAL INCENTIVES AND ENVIRONMENTAL ATTRIBU TES. All Envimnmcma[ Finsomml Incentives and Environmental ABnbuee available in connection with the Equipment Other than twee s'pwifiWly assigned 10 NYSERDA pursuant to the Installation Agreement art Defunct] and owned by Lessor. Lessee shall take all reasonable m sso.o s m asin Learn, in obmiam, all Environmental Financial Incentive, currently available or subsequently made available in connection with the Equip ner. If Lane rims to actin gore faith in taking actions reasonably requested by Lessor, and such failure results in the Ions of aa Environmental Financial Incentive that would otherwise be available, Losa shill roimbmse Loma for dM full smaunt of such Imam Environmental Financial Incentive. For Purposes of this Last. (if "Envlmnntmol Monomial Incentive" means the following firanciol imentivo that .m N -0 -1 as ethic Lull Commencement Dam or may come into effect in the home: (i) fedeml, sum or ]mail tax credits (including investment in credits •using wader the Internal Revenue Cade and gents in lieu thereof), that lax bmars or goods in lieu thereof (including without limitation the mono olion of tax benefin), and (it) all reporting rights with ropmt or such incentive; and Iii) "Environmental Attribum" morns, without limiation: Ii) mmabo renewable c suiftema. to en- e tugs, allowances, reductions or.,he, m mmomb, imicia denoting carbon oRsm credits or indicating generation oft tar imlU quantity are...,, Bmn a renewable truly sons by a remw•b]c DDOW fecilby am,uMmd a the energy tremed by the Equipment during the Term cr mm under a renewable energy, mission reduction, m other reponing pmgmm adopted by a governmental .mhonly, or for which a regimry and o mmkct esisnt or for which a market may, min at u future time, (it) performance,bhsed incentives, modes son Day other incentives under any utility's or any more %Debt progmn or initiative and any other incentive, cenifsotc, subsidy. award. gam or- ..area. benefit, mo meam named m refmml e., wit mespect to any and u[[ fuel, emissions. air quality, energy generation. r other en immuccnul or energy characteristics, oDuhingfrom the commission or upemtion of the Equipment or hem the use orator gcnmmdi.n or the avoid an..(the emission of any ga, cM1emicol or other substance into the air, mil or water mtnbutable to the sale of energy generated by to Equipment (other than F.nviromnmtal Financial Incentives]. All concocts related m the mile of Eov,homnenul Attribute. mail be c011areml]y assigned by I. m Lessor in accordance with Forthright . If musicianly requested by Lessor, Laam Shull provide Lases with mknow[mganenu fmm the counie rani, to such ewwes, acknowledging the counters[ assignmem of such commas and Lom,es rights to such comment. fi. GRANT OF SECURITY INTEREST. As collamra[ nmuriey for the payment and performance in fait when due (whether at muted maturity, by acceleration or otherwise of Lesaee'a obligatiom hemundee Loses hereby assigns, pledges and gents to Lesoe s sacu6ty Deemer is and continuing him on all Of Lessee's right title and commit (if any) in, to and under the fallowing, in each cam whether tangible or intangible, wherever Imaged, and whether now owned by Lessee u hereafter aequired and whether now existing or homages Conning into aaismdct (the -COlDUraf'): (I) the Lessee's leasehold commit in to Equipment, 0i) .11 apreemmts, miming or hemRU omerm into by Lmm mlming m the Distortion, maintenance or aC and occupancy of the Equipment err the mile of Environmental Attitudes. inclining without limitation, el oawmews end documents executed and delivered with ropmd to Such agrecmeas, -,he creme may be amended. so,plmneatm or mM1mwise modified from time rO time in ...Name with the dream Ilaereof and this Least (such g,wDm ga as ao amended. MppIMMM ed or modified. being the "Preen DD ants ), inciudi.g, without limitation, all rights of Lrsue to maws moneys due and t. become due under or wasumd m he Pmjm Dmew mum including, without limier um, those agrecmemm indicated on Seheduo C henoE any daumens evidencing Lasm's claim to the mum rebates, subxidies, or incentives applicable to the Equipment (iii) Environmental Aunbmo end he ememe ly generim,I by the Equipment, and (iv) end all paced of he foregoing. When Lomm's obligations hereunder but been paid in full, the necuaity in.. and hires Ended pursuant. this Lease with retract o the Collateral shall tmninam, all rights granted hereunder with aopmt to the C011arem) mho11 men back to Loss, ad Lessor shall, of the apemen of Lessee, execute and deliver coo Lon na upon such warommim such tnminmion statement. and any Daher reluso in ha rm omens, reasonably requismd by Lessee to effect the termination and relied cribs security hiatus. ]. NO WARRANTIES. THE EQUIPMENT IS LEASED "AS IS, WHERE IS ". LESSEE ACRNOWLEDOES TUT: LESSOR IS NOT THE MANUFACNRER OR INSTALLER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT NOR A DEALER THEREIN; THE EQUIPMENT IS OF A SIZE. DESIGN, CAPACITY. DESCRIPTION AND MANUFACTURE SELEC D BY LESSEE; LESSEE IS SATISFIED THAT THE EQUIPMENT IS SUITABLE AND FIT FOR ITS PURPOSES; AND pqa s on .,.,. cona+tl. Mr - IFiS. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. WE QUALITY, CONDITION OR CAPACITY OF THE EQUIPMENT OR THE MATERIALS M THE EQUIPMENT OR WORKMANSHIP OF THE EQUIPMENT, LESSOR'S TITLE TO THE EQUIPMENT, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS. DAMAGE. OR EXPENSE OF ANY KIND OR NATURE. CAUSED, DIRECTLY OR INDIRECTLY. BY ANY EQUIPMENT OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OR OPERATION THEREOF, OR THE REPAIR, SERVICE OR ADJUSTMENT THEREOF. OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS. SERVICE OR ADJUSTMENT, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSMFSS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING ANY LIABILITY FOR CONSEQUENTIAL, INDIRECT OR PUNATIVE DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY Tn USE THE EQUIPMENT. No defct or unftness ofthe Equipment,. any failure an the pan ofthe manufeMUrer or the shipper of1110 Egnpornt in deliver lM EquipmeM m ally pert thereof ono Lssx shall mliwe Lnwe of the obligation m pay rem m airy ohs obligation hemuder. Tartar eamm peamiud by the mmufeaumr awwrvmdur end provided Lassa is nom in defeat under the Lease. Lesson shall make avalable to Lass all manufaMurer andAr vendor warranties with mspW to the Equipment, and Lessee than), and hereby is authorized during the Term, la case. it enforce, at Lessee's none ask, cost and axpsse. farm time an time, in the more of and for the account of lessor mdl. Lessee, IS their traverses may appaq but with"' pmjudix ,o Lessor, whemvm claims and rights Lansaw endlor Lessor may have against any manufacturer or supplier afthe equipment comprising the Equipment. g. COVENANTS. (n) AlBmmwive Coven ter, Lessee shall it comply with all applicable laws and regulations and rules; man with the conditions and roundworms until Follows of iwumnx minting to the Equipment and its now; (ii) m any and all times during business hours, grant, Lessor fere access to mkr upon the protsa' whersu the Equipment shell be Imamad or used and permit Lessorm import the Equipment; (iii) cmPare with the Laser to do all things necessary to ptaerm, mossw and keep in full form and rawer all necessary conanun, alums s and mahor¢atims with governmental authorities and nangavcmmrnml Persam regional in connection with thin Lease and th. ux of the Equipment; (is) irrequ sand by Law, murm an mkrwledgmenl by thewmtupary of any agnomen mldred to the 'me . receipt or any Emimnmmml AuribMC of the collateral mtlgimrt of Lama's rights in such vgreemmC and (viii) provide Less. with thirty (30) days notice in event of o change in ownership or fide of the premiss wherein des Equipment is loath. (b) Negative Covenants. Lemx shall not (i) voluntarily or involuntarily crmme, incur, assume or suR m exist any tangs,, Ent security internal, plunge or when eacumbreme . attachment of any kind whatsoever upon, aRming or with roped m the Equipment, the Collateral. this Low of any of Lox's iNrasts thereunder, (it) gamin the mare of any petsoM ..xciation o cxr arommn Mher then Lisa. lessee to be placed on the Equipment: (iii) pan with possession measured of or suB. err allmv m piss out of its varrow . on central any item of the Equipment m charge the [.it. of she Equipmenl m any Paid ,henerf farm the address shown about: (is) ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT: (v) cause the Equipment to be pmnmmmdy tekr out of smix: (vas) amen, waive m,mime any of the material terms of any Protect DcamomS or NO assign. sell ,..far or in my any covey its rights, times o obligations under the Lean% wi,bont the print wrinm examen, of the -com. which consent shall idea be mmasunably withheld or detayd. 9. TAXES. Lester shall pmmpdy Pay when due all m1es. uw, pmmp, excise and other wares (including. without Ihnilatkn ine.ne tea collected by deduction or windrowing) and all license and registration was now or hereafter imposed by any govemmnubl body or agenry upon the Equipment or in use. Wrthme, ownership, delivery, laming, possssion, sewage, aDentian. mvimerware repair, Mum or Mhar disposition of the Eghpment m for thing or registering the Equfpmrn4 m amen the a— or other pmxds received with mpxl to the Equipment or Lase or the wants heard.: provided. however, that Lwasse shall not be required to lay taxes on or eared by ,he nM income of Leswr. Upon request by Lmavr. Lain shell perp.e vat file all wx wwuma relining to mass for whkh Lei nce is responsible hereud. which Lessee is permitted to file under the laws of the applicable taxing Jurisdiction. B.INDEMNITY_ Lessee M1.cby egmvs mx indemnify and Mld Lessor harmless from and egnimm any and all claims, losses. liebililies. damages, judgments, suits end all tell proceedings. end any and all casts and expenses it enunciator damomm Including euomey" f Jwiem, out ofor in any manner connected with this LOSe, including without Broader, claims f.iarry w. death ofpersom ed far dotage to property. including without limitation, any claims based m negligence, inner liability in rot. envimnme nal indemnity, or innellxlrl PmopenY infn'ogemenl. Lessee shall give Lessorpmmp notice of eery such claimminbility. I I. ASSIGNMENT. Lemxf may assign its imam, in this Lease and sell .grin, a secury interest is it or any pun of the Equipment without notice to or the consent of Lessee. Lessee agrees not to haven against any msigner of Lester my clam or defense Lessee may have against Lesson. In the war, oft cM1ang in ownership err line of the puaniss wherein the Equipment is IammeJ, Lessee any assign this Lease, upon written notice to Laaar, to the new owner of the Premiss, provided that such dew owner shall agree in writing to res me ibis Lease. and Lxsx shall mhnbume Lcasor for my loss ofEnvironmenml Financial Incxnmives or Environmental AtRibwes. Q. EQUIPMENT PERSONALTY. This Leese v and is immded m be o lease of prowl primary for ell puryows. T he EquipmeM shall moms n personal property regaNless of its w rchment ,o miry, rd Lases ages to ,eke such actin at its mPawe m may be accessary to Prevent any third parry f acquiring any intent m the Equipment m a with of its attxhmenfm marry. If rsryeskd by Lessor, with respect to my ikon of Equipment Lessee will obtain and deliver to Lector wavers of inkmt others in mmrdabk form, satisfactory to Lawr, firm hl persona claiming any imeMt in the real pmmpy on which the Equipment is installed or loxmd. 13. USE AND MAINTENANCE. Lowest will use be Equipment with due cam and for the Famous fm which it's inmdd. Lessor shell. at L socr's cast end in prose, opari mamotor smite and repair the Equipnat in good operating order, repaid and condition, ministry wear and roar moped. Lessor may. m its sow dnewron muse o ,bird- parry opemlm to Dmvide the sties described in this Paragraph All parts. motif Liam and impmmine als m the EquipmeM aM1ml, who iremelld or made, m memesely ..an the pmpeny of Lessor and Pan ofthe Equipment built pwp.a. 14. LOSS OR DAMAGE. Except m e mot of Lemor'a pdiom, Lessee assmra vll ask of ony damage m err loss, theft, coot tinu xr dmmetion ofthe Equipment fiver ony rouse whomsoever farm the Leone Cxmmmcerawo Dele flari the end oftM Term. Lessee shell advise Lsmr in wiling pmmpdy ofany loss ordamege m the EquipmeM ed thv cirtumnancw and exam, of exM1 damage. nasal. awmLmaMrt+mreu^ssurs. reme 15. INSURANCE. Last. shall obtain end maintain on or wish respml la the Equipment m its own expertse la) liability imuacnce wring against liability for bodily injury and Tommy damage. and IN all -risk physical damage inmnce (including without ILpilmion causta is risks) inuring against Ire or damage to the Equipment in an amount rim less In. Termination Value. Lessee shall famish Lessor with a composite of insurance evidencing the sentence of policy or policies naming Lessor m an additional inw 11heaundm for the liability coverage and as loss payee far the pfopeny &range coverage. Each such polity shall be in such farm and with such insurers an may M setbOdory m Lessoq shall insure Lnsor s interest, regardless of any breach or violation by Losses of any warranties, declaim miss or traditions in such policies: and mull contain a clause requiring the insurer to we 1O Lenot at least 10 days prim written notice or(i) the wn¢llmon crouch polity or (it) any ammdacem m the icons ofsach polity ifmch amenAnml would coons, the policy nos longer to conform Ir the Policy rampageous smmd in this Prommah 15. Lesser shell be under no duty an necomm the existence of or to examine any such policy Or to add a L. in the event any such policy shall as comply wilh the rryuirm isms hereof. In Ne event that Lessee shall fail to obtain the inunnce required Order this Paragraph IS Losing may mom insurance in accordance with this Paragraph aud Lasre shall he enquired in mhnburse Lessor for all rcasarmbf, fen and expenses, including muncenm premiums, in rgrrteClirn lhercvllh. 16. END OF TERM. Upon Opinion. of the Initial Term of IM Less, and aces as otherwise s}sificallY se farm herein, any ewel mint, and, provided thin me Lease has rim been taominated early and Lastt is an compliance with me Lease in all mutters and noohveot of Default his occurred and is confirming, Lessee may upon at least 180 days and not more than 365 days prior wrium tmlice to Lessor exmcbe one of the following options: (i) purchase all (but Wl less than alp urine Equipment for is purchaw price equal to Net men Fah Market Value of the Equipment. Upon such indefeasible payment. Laser will transfer to Lessee, on an AS IS BASIS (fees and clear of any lien attributable to Lavi all of Lessor's interest in and to the Equipment and small release its lien on the applicable Collateral. Lessee shill pay any sales and use taxes due on such member. Lessor shall rim he rcquind to make and may specifically disclaim any reprcammtioa or warranty as to the condition of such Equipment and other matters (except than Lessor shall warrant that it has conveyed whatever interest a received in the Equipment face Lessee, foe and clew of any lien a0ribmable to Lessor). At L.', expense, Lessor shell promptly wreeum and duties, to Lessee such statements of lmennatim, as ro mimbly may be required in order to release or terminate any interest of Lessor in and on the Equipment and the Collateral and perform seen .,her visions as Lt.. may reasonably request to e(fmmale the foregoing, or (it) renew the Lease with respect to all ofine Equipment at the expiration of IM Initial Term for the then Fah Moiler Rental Value of the Equipmeno for a corm to ho agreed upon by Lessee and Lessor. "Fair Markel Rental Value" of the Equipment for pmpmm of me pmeeding ammnce shall be an amount dnamined according to the following procedure. Upon rcecipl of Lessee's notice ofelection to now the Lease. Lessee and Leaser will mompal to agree on an amount during the next 30 days, and the amount so agreed upon shall M the Fair Marks Rental Value. In the event Lnsor and Leare camel agree on an owl during such 30-0 y pedal Then each any shall choose an mdependem mpraisea and the Iwo spreads. shall much deamine IM Fair Markel RMWI Value airline Equipment an be basis of an mm's - length transaction bane een m informed end willing lassor and an informed and willing lease under no campubion no lease. The average afthe amounts delmmined by IM1e Iwo apprabere shall be me Fair Market Rental Value. Each perry shall pay Ihe,xpensa of the mormiew it chaosa; or (iii) return the Equipment m Lasar in aceradarre with paragraph I) oflM Ltme_ 17. RETURN OF THE EQUIPMENT. Upon the expiration m earlier tmninalion ofthis Lease by Lenor(mkss Laem purcusea the Equipment pmatere to paragraph I6). Lesue shall meum the Equipment to Lessen m accordance with (i) or (it) below. 0) Lasorshall mraage I., he de- intallmum and disassanM1ly and packingofine Equipment egether with all pans and pieces and then ventilation.. and owssembl, linclume, if amessery, Muir end manual) or it sale cost and expense. Lesson agrees m cmpemrc with the Lessor in all rmpwe to aNer to An armngeramts with resprel or such dnintdlam n and disassembly of the Fqurymenl and in enure Nat all Equipment a bjed to the Lmse shall be Mumed to the Laser in a manna mnismnt with prudent industry, standards. (it) Per Laser's intrusion, Lessee shell normal the Equipment to Lessor installed and in use at the Equipment Locution set fgh state, free and clear ofany rights or imurems of Learn and Lessor Irr a qualified third-puny speres fory oa Lessm) mull operate and moment IM1e Equipment in the Equipment Location and Lases shall continue to grant Lessor access rights pmsuam m the moms thereof. 18. ADDITIONAL ACTION; EXPENSES. Lessee will p rouply execute and deliver m Lase such further due... ad take seem furher action as Lam, may request m oWe, m carry am mart cR lively the intent alm pumoae of this Lease. Lessor, and mY as onsou of Lessor is auturiad to file aw"r mart Uniform Commercial Cade Growing mmtemenm wilhoul the aigmlure of LCSSre or signed by Lenor or any aaipm of Lnsor m attaney-in - @m fm Lea«. If Lnsee fails to Pesbom m emPlY wiW any Of im aPleemcnts, Lessor may perform or comply with such agreements in to own nee or in Lessee's more w in orrcy-in -fact and IM1e emowl of any payments and asperses of Lessen inured in connection with such parformame Or cunpl'urim together wish moral lh aeon at the rate provided below. shall he deemed rent payable by Lnsee upon demand. 19. LATE CHARGES. Barry payment whether for can m otherwise, is net and when due. Lessor may impose. Ism charge of up Iq 5 %of the mount past due (or the easbnae m ante pappe al by applicable law, if leas). Payments thereafter received shall be applied first o de ftiquee inmllmenm and then to Conant inamllmorm. 20. DEFAULT. Each arm, following avmb shall ctnlitme an "Event rf Dehuh" hmeundm (a) Lessee shall fail m pay when due any moribund of basic man or other am and under the Luse; BB Lance shall fail to obem a or Perrin any other sgremoml to be observed or Parfomted by Laser Mreundar and the comimmce the ter 6r 10 calendar days following wriame notice thereafby Lesmf an Lessee; Jet Lena shall cane doing business m a going mncem or make an apparent fm the bertefot of magnum; (d) Lessee shall volummnly fik or have filed ugainl it involuntarily, a pclidan far liquidation. rmrsomestio, mijntmonl of debt, m similar relief under IM federal Bankmmlry Code many ether present Or Sam federal m slate bamtnMtY or inmlvm ey law, or a maim receiver. or liquidator shall be appointed of a or of all or It mubsmntlal pun of ire assi let an even) of default small nemr uMCr any other obligation Loss- owes m Lessoq (D an evml of default shall occur under any indebtedness Lessee may now or heovfice owe to any mlilmm o1 Lasoq (g) any rep—mmion, wmrmly mamerner, made by Lessee in connection with the Lease (including any sletemenm or information provided by L. in ..'ion with Lessor's application under S,edon 1603 of the American Recovery and Reinvestment Act o1200 for cash Faaeame:searuaaMNven c^^P^r. ran -u,asE paymerre to lieu of lax adits for the Equipmat) shell be unwe or misleading l any material respect as of the data the same was delivered 10 Laver. or (h) the L. fails la inside Las« with security in mence in the Callm ral and Lessce fails to ranedy such event 21. REMEDIES. Lessor may exenec any dber riPbt «remedy evailehle [o it by law or by egreemem, end may in any ova. acwtt legal( end that vaults® incurred by Masan at a Fees' of Default or the exercise ofany mealy hereunder. Lesver shall have all of the rights and remedies with rasped to the Coltman) Of a s.umd pany under the applicable Uniform Commercial Cade and such additional rights and tetnedies to which a secured party is entitled. No remedy given in this Para 21 is intended to be exclusive. and each shall b, cumulative but only to the extent mousy to permit Lessor to recover amounts for which Lessee is liable hereunder. No exrnas in implied waiva by Lessor of my breach of Lesesce's obligators hereunder shall variation, a waiver of any other brooch of Loves', obligatiotn hereunder. 21 NOIDCES. Any written active hereunder to Lessee or Lessor shall be deemed to have been given when delivered prasonally or deposited with a remsmied wougho cdui. service m Miles rmitd Saa mail, pomage prpwid addressed he nipieat at its address set forth an the firs) page fthis Lase or al such Other address as may he lam known to the sender. 23. NET LEASE AND UNCON DITIONAL OBLIGATION. This Lase is a completely no law tied Lessee's obligation In pay not mod ..am. payabk by Lessee pseudo is mcandilional end inevaable and shall be paid without any abmarmar, , reduction, seluRar defenas.fay kind. 24. NON-CANCELABLE LEASE. This Lease cannot be canceled or amended except as expressly provided herein. 25. SURVIVAL OF INDEMNITIES. Lessee's obtigmias under Pamwnnhs 9 10 and 21 shall survive inrmipti on or expansion afthis Lewe. 26. COUNTERPARTS. There shat be but as ewmegmn cities Leese and such countertenor will be marked "Origm il.° To the callow that his Lease emotional chapel paper has the[ term is definal by the Unifopn Commercial Cade), a security interest may aH be asLLd in the Lease marked "Original"' 27.NON- WAIVER. Nocoumeofdnlingbm[ nLawrwd Less mmytklayoramimimon [Feponof Leswrinexercisingany rights hereunder shall operate as a waiver of any rights of Lessor. A waiver w any one ocasion shall not be mostroo a a bar b err ott of any dghl ar remedy on any fdum occasim. This Lease is a net teals and a "nuance lease" undo Article 2A of the Uniform Commercial Code. To the exl,rt permitted by applicable low, Lass hereby waives any and all rights and mmdies concerned open a Lessee by Article 2A -508 through 2A -522 of the Uniform Commercial Cade, including but rep limited to Louse's rights [o: it venal this Lave: (it) remedies, this Lease; (m) rejaube Equipment; (iv) awoke Nereplsnce of the Equipment; (v) at damages Son Lessor I., any leeches of wamnty m for any other Dawn: (vi) claim o secmny interest in the Equipment in Lessee's possession or antral for any reason; (vii) done all or my pan of my claimed damages resulting from Leswr s deNUlt, if say, under the Lease; (viii) accept panel delivery or the Equipment: list "rover" by making any purchase of lase of or contract to perches or Ieac Equipment a suba ftmion of Equipment identified to this Lane: DI recover any general, spacial, incidental, or comcquerand danages, far any Mason whak«veq and (vi) specific perfdme om rol leviv, de inue, ssquatralim, claim, delivery or the like far the Equipment identified to his Lace. alEeuirsLaemriROby echo urlelawhe usreyEquipmnt ivs enyriglinoworbereagercas dby s[awaamhe21 or which may Otherwise Lessor to sell, lease err othawiw use any Equipment in mitigation of Leaver's damage m col I'aM l Pamganh PI m which may dM1awise Imui[ or modify any ofLCSSOr' fights or remedial under Pan¢«ph 21. 28, REPRESENTATIONS AND AGREEMENTS. Lessee hereby opmaenls and ages that: le) eRedive on the darn nn which Lessor ex.ma this Lcsc: (i) if Lesa is en entity, the aami,n end tldivery of Nis Leine aJ the om airman maa of L. n obligmiOf beaendtt hove ben duly aulbedao by all nerasary same w the pan of Lessee: (ii) the person this a ibe Lae on behalf d Lessee is duly ambori d; leg all itineration and bin provided by Lessor .s Laser in cession wi[h dome Lease is we and wrr.r: and liv) this Lease wa.iwm a legal, valid and binding obligation after., atonable salts Lessee in accordance with its terms: (b) the Lease will not violate I.ssec's.rga acted ... I documents or applicable) and will not viola¢ or rsall in a default under may ogaemem or other iaqument binding upon Lessee: (c) Lasre (i) complies with, and will continue [o comply with, all ep,jiubla mei.spoll laws with roper. in the 1ximim eel Location. (ii) is rem subject a any environmental liability with removal to the Equipment Location. (id) does not knew of any fact, eianamnce o wmd diwn with mpect m the Equipment Location the, would reasonably he expected he moult in a environmental claim( (d) Leasse has provided Lower with We, cored, and complete copies of the Project Documents le) Lmes, is not, and will real become, a a road, of Lessee's execution, delivery or peso manme of this Leese, subject n regulation (i) Order the EPA, the Public Utility Regulatory Policies Act of 1998 CPU RPA- ) or Public UWily (lording Company Act of 2005 (" PU IICA 2W5'I, acb a amended or any regulmians theriado or (it) a an "elaviml .,Onrion, "public utility -err the equivalent antler any applicable score law, a amended, or other applicable law; (A Lessee is the sole awn, of the Collateral (other than the Equipment), has good and valid title he each Collateral, including ell right lid. and interest (begin, flee ad clear of all liens; (g) Lets. her grand to Less« a perfected turn priority lion a and security interest in [he Collateral in which a security interest may be women motor Article 9 ofhe New York Uniform Commercial Code; end (h) neither Les., no, to Lwnc'a knowledge. any aKl'rete of the Lessee (it appar an the OFAC SDN Linq (ii) are included in, awned by carolled by, Main, 6r « on behalf of, providing auLStaca salPoM1 spartnership, and smics of any kind to, of otherwise associated with any of the Momme or entities refereed to or dscribd in the OFAC SUN Lm; or (iii) have conducted brain. with of enga,ed m any troawnion with any person or amity named an any of the OFAC SDN Lin m any person or sappy included in, owned by, carolled by, acing for or on behalf of, providing aaimme t, supped, sponsorship, or service of any kind m, or nal erwim a Werl with may Of (be person or amnia referred to Or described in the OFAC SDN List. Far vq. a as sNrilway Kantor. mo -IFASE partners of this Lease. "OFAC SON Let" means the lie of SpWi.Ily Designated Nationals end Blocked Persons' notimuned by Ine United Shoes Department of romory Office ofForcip Assets Canwl. 29. TAX REPRESENTATIONS AND AGREEMENTS. Lessee rctmvvas, wer-we and agrees thee ad neither Lased (man any of its afBllates) has claimed or will claim that Lasser is the owe, of the Equipment or any portion thereof or that Lessee is athetwiew entitled m all or any of the Environmental Financial Incntle., except as authorized by the Lessor, and neither Lessee nor any of its Affiliates will file any has return or take any position that is inconsistent with the ocaunent of Leam, as the owner ofine Equipments any portion thereof; Hd Leanne has not previously assigned to any other patty any tights to the F.nvimnmenul Financial Incentives, and Lessee bas no knowledge tbar any other pal has a right or has claimed a right to all or any pen of the Environmental Financial Incentives; (0 Lessee will provide to Lessor (or it designee) on a timely basis any documentation requited an support eligibility Far and to establish the amoatlh ofany grams in lieu of ex ermine that Lessofmay claim (e) following •ubmusiom of any application by Lessor for gents in lieu of sae credits. Lessee will provide to Lessor for its desiss m) on a timely basis any docurnenmtion required to demmutnhe that the Equipment reneime eligible for the pants and such other documents as Lessor or the United Sums Depemmrnh ofine Treasury ('Tanury °) may equal; (O all information that Lessee has provided to Lesmr pursuant to this Lease is or will M true and Become in all malmal rapcAS, and Lessee will formally inform Lessor if Lasser uemmrinee that any such infomrmion was materially imccunhe or Incorrect: and (g) Lessee shall mecum and deliver such other cemifimta and other documrne and lake such other actions as may be anombly rryueaed by Lessor in Lumbermen of gram a in lieu of Me credits that Lamar will claim with onlonl to the Equipment 30. MISCELLANEOUS. Thu Lease and the IMMWkn Agreement consulates the entire agreement Mtwon L¢sar am Lessee and may be modified only by a written unicameral signed by Lessor am Lessee. Any provision of this Lease the is umnfomcable in any juisdictien shall, as m such jurisdiction be inel! twe to the extent of such tomforembility without invalidating nhc remaining Inovisions of This Leree, and any such denotement f any jurisdiction shall not render unionfromenith, each pravuion in any other jurisdiction. Permit headings one for convenience only, are not Fort of this Lease and shell not M deemed a of. the meaning rt onsmwtirn fany rftM torw siom hereof. In the event there is mom lain one Lessee named in this Lease the obligations coach shall be lead and naeml. Lessor may in its sole discretion, accept a photocopy, elecomanlly mnsmiued faaimile -other «owle.lian of this Lease (a "Counterpart") sa the binding and cffwivc record of this Lease whether or not an ink signed copy hereof is also received by Lasser tram Lessee. provided, however, that if Lenart accept a Caummpmt ns the binding and elfxetive record himenE the Counterfeit acknowledged in writing above by Laver shall constitute the accord hereof. Lessee apxn that such Counterfeit recriscal by Lancer, shall, when acknowledged in writing by Lnor. enemies. an original docurnml far the pafpous of establishing she pmvisimse hheamf and shall M legally admissible under Has beat evidence rule and binding on and enforceable against Lorsee. If Lessor amapts a Comarpen as the binding and eRective record hereof only such Commitment ockrowledged in writing above by Lwear shall be maned ^Original' and to the atenfahat this Louse catnhimm chattel farm, a security interest may only M asalW in tae Lease that Mars Lessar's ink signed ocknowledgmeard and is ranked "OLiginol "Thu Lease shall in all ra eacce be generated It , and construed in accordance with, the s fission ive laws cribs stale of New York, and she Partin (i) agree that any disputes arising under this Lease shall M sdjudicated by a judge of the coup having jurisdiction and shall be vented in Eric County, New Yank and (it) worse any right they may been to ajury vial ofany claim or cause criterion haled an or arising out of this Lase. TIME IS OF THE ESSENCE. WITH RESPECT TO THE OBLIGATIONS OF LESSEE. UNDER THIS LEASE. PgeaMa'nonr LrbMbtlMCUn{sissis, .. Scbnduk A Dnttdplbn afE,.i,.el sPenAmrian.: .Sim Addmas l ✓omn L. Gibbs Dr.. Gham. NY 14850 .Tysmm She (CaPpci3) 2I.84W E.dimmedymr I Prad."ma 16.465kWh b nme DeniBn Q(v I108).Solar Modules: Qry (4) lmellnr Debvery Penn Main Dindbudoo Panel Deri, lnnall See bera of r replan and svaam laram Pa/e)tlB; So1rLRarry EleWe CenVnn Me -.F E SehBLUk0 Base Ram Schm arts Month Estimated kWh Estimated Electrical Satan a Monthly Pont. Estimated Total Caat Saving. January 1236 $74.16 $125.00 - $50.84 February 1497 $89.82 $125.00 - $35.18 March 2322 $139.32 $125.00 $14.32 April 2775 $166.50 $125.00 $41.50 May 3249 $194.94 $125.00 $69.94 June 3144 $188.64 $125.00 $63.64 July 3302 $198.12 $125.00 $73.12 August 2909 $174.54 $125.00 $49.54 September 2350 $141.00 $125.00 $16.00 October 1760 $105.60 $125.00 - $19.40 November 982 $58.92 $125.00 - $66.08 December 959 $57.54 $125.00 - $67.46 26485 $1,589.10 $1,500.00 $89.10 1. I omr shall not m liable for any delay or impairment of pedbnnmce resulting in whole or in pert from Acts of God. severe weather conditions, labor disruptions. govcmnmtal decrees or controls, insurrections, war risks. shortages. inability to pmeure or ship product or obtain permits and licenses, so pplias of materials. or any other eireu msmnccs m causes beyond the control of Lessor m the conduct of its business. Estimated Electrical Savings is contingent upon customer's carnet cost per kWh($&Wh) from the utility company and is not n guaranty by Lessor. rsas swa sae�umm u. =m =�w�r. m� . tusa Schedule C PnyeciC meMe (i) any renewable energy credit sales agreement (Vi) the Interconnection agreement (iii) module wamanlles; and (iv) Inverter warranties. ,,.s ae S.kr 1,.,a— �11.e -- -- Installation Agreement This Installation Agreement (the "Agreement"), dated as of April 4, 2012, is between Solar Liberty Energy Systems, Inc. ( "Instatler "), Solar Liberty Electric Company, Inc. ( "Owner "), and City of Ithaca, (the "Customer "), collectively the "Parties ". Installer agrees to sell and install and Owner agrees to purchase a Grid- Intertie Photovoltaic Generating System (the "System ", as further described below), at the Installation Location, as defined in paragraph 1 below, for the consideration and upon the terms and conditions set forth herein. Upon such sale, Customer shall lease the System from Owner in accordance with the Equipment Lease Agreement, executed by and between Owner and Customer for lease of the System and executed contemporaneously herewith ( "Lease "). Further, the parties hereto agree that all rights and warranties provided to Customer shall continue through the term of the Lease. 1. Installation Location 310 W Green St., Ithaca, NY 14850 108 (Physical Address): 1 24,840 $ 2. Expected Date of Installation: The later of January 1, 2013 or 180 Days of 1 $37,260.00 NYSERDA's approval 3. System Cost Breakdown: Photovoltaic Modules $109,792.80 Inverter $14,531.40 Mounting Racks $12,916.80 Conduit, Wires, and Material $4,843.80 Engineering $3,229.20 Installation $16,146.00 Total System Cost or Contract Price = $161,460.00 (Before NYSERDA Incentive) 4. DC Wattage for the System: 24,840 Number of PV Panels (x) Standard Raring (DC Watts) Total (Nominal) DC Watts 108 1 230 1 24,840 S. NYSERDA Incentive: NYSERDA Incentive Rate x Total System DC Watts Total NYSERDA Incentive $1.50 24,840 $37,260.00 $ $1 1 Total: 1 $37,260.00 14 2670 6. System Cost After NYSERDA Incentive: Total System Cost = SERDA Incentive Total Net System Cost $161,460.00 $37,260.00 Location of Utility Lockable AC Disconnect $124,200.00 7. Major Equipment Proposed: Brand of PV Modules REC Solar Model of PV REC 230 PE -US Grid Connected Location of Utility Lockable AC Disconnect Modules Roof Brand of inverter SMA Model of Inverter PVP30kW Brand and Model of Roof Mounted Mounting Equipment Rackin System Brand and Model of N/A Batteries 8. Estimated Annual Output: Estimated Annual Output in kWh 126,555 Owner and Customer understand that the System output is dependent upon climatic conditions which are naturally variable, and therefore the actual output of the System over any consecutive twelve (12) month period may be higher or lower than the Estimated Annual Output stated above. 9. Equipment Location: Location of Inverter and PV System Meter As Shown on Site Plan attached to the Lease "Site Plan" Location of DC Disconnect As Shown on Site Plan Grid Connected Location of Utility Lockable AC Disconnect As Shown on Site Plan Owner and Customer understand and agree to the appearances, locations and mountings as described above. 10. Installation of the System: System Type Net Metering Battery (Yes/No ) Mounting Type Grid Connected Yes No Roof Installer agrees to install the System on the Installation Location. Installer agrees that any equipment used for the System shall be new equipment and that any installation shall not commence prior to the approval of Installer's NYSERDA PON -2112 Solar PV Program incentive application. Except for any obligations which are explicitly and specifically set forth herein, Installer is responsible for the installation of a fully operational System for Owner, which generates and delivers energy to the point of interconnection for use by Customer. W02srw In connection with the installation of the System, Installer agrees as follows: (i) all work shall be completed in compliance with all building codes and other applicable laws, including the New York State Building Code and the National Electrical Code, and to the extent required by law, shall be performed by individuals duly licensed and authorized by law to perform the work; (ii) all components will be UL, or CSA, or ETL or similarly listed as required by NEC; (iii) shall, at its own expense, obtain a building permit, if required, and electrical inspections necessary for the work to be performed; (iv) in the event the System is a ground mount system or otherwise requires excavation, the Contract Price, as defined in Section 3, does not include the excavation of any excessive rock or any bedrock by Installer; (v) shall install and initiate operation of the System in compliance with all applicable distributed generation laws and rulings in effect at the time of the installation, but will have no liability for future possible changes to such laws or rulings or their affect on the operation of the system; and (vi) upon completion of the installation of the System, Installer will remove all debris accumulated by the installation and rough grade over any excavation work. Installer may at its discretion engage subcontractors to perform work hereunder, and Installer will fully pay such subcontractors and in all instances remain responsible for the proper completion of the installation of the System and compliance with this Agreement. All change orders shall be in writing and signed both by Owner and Installer, and shall be incorporated in and become a part of this Agreement. Owner and Customer understand that the System is a Grid- Imcrtie Photovoltaic Generating System that is required by state and utility company regulations to disconnect and shut down in the event of a utility or electric grid failure, and will not provide back -up power in the event of such a failure. 11. Payment Schedule: In consideration for Installer's installation of the System, Owner agrees to pay to Installer the system cost as further described in Section 3 (the "Contract Price "). The full Contract Price shall be paid within thirty (30) days of the System achieving substantial completion of the construction of the System so that it becomes fully operational and commences generating energy and delivering it to the point of interconnection for use by Customer. In the event that the total Contract Price is not received in accordance with the terns hereof, Installer reserves the right to lock the System in a turned off, non - functioning position, and pursue any other remedies until full payment is received. 14402679 Owner has relied upon Installer to include any and all costs associated with the complete installation of the System to be included in the Contract Price. In the event that additional costs are required by Installer, Installer shall submit a written request to Owner explaining the reason for such additional costs and the additional amounts that are being sought. Installer and Owner shall make reasonable efforts to agree on a change order and revised Contract Price. If the parties are unable to come to an agreement within thirty (30) days of written notice, Installer may cancel the Agreement without penalty. Upon such cancellation, Owner shall fully refund any amounts paid by Installer, less any reasonable fees and expenses incurred by Installer. 12. Title: The Parties hereto agree that title to material, supplies, equipment and other goods covered by this Agreement will pass to Owner upon receipt by Installer of the full Contract Price. In addition, Installer will take all necessary steps to assign all manufacturers' warranties for the System to Owner. Title to all the material, supplies, and equipment incorporated or to be incorporated into the System shall be free and clear of all liens, claims, security interests or encumbrances and Installer warrants and shall defend such title, at its sole expense, against the claims of third parties. Installer shall immediately notify Owner of the assertion of any lien or encumbrance upon the System or any part thereof. 13. Eligibility to Receive NYSERDA Incentive: The parties hereto agree and acknowledge that Installer is a NYSERDA Eligible Installer and is eligible to receive the NYSERDA incentive rebate as shown above pursuant to NYSERDA PON -21 l2. Customer is an electric distribution customer of a local electric provider who contributes to the Renewable Portfolio Standard/System Benefits Charge. Any and all incentive amounts received from the NYSERDA PON -21 l2 Solar PV Program will be applied in its entirety to Owner's system cost. 14. Termination: In the event that (i) Installer fails to submit a completed Incentive Application to NYSERDA, (ii) the Incentive Application is not approved by NYSERDA, (iii) the NYSERDA Incentive received by Installer is less than the amounts provided in Section 5 hereof, or (iv) the structural framing of the Installation Location's building does not support the installation of solar panels and ballasts, Owner or Installer may, prior to the start of the installation and at its sole discretion, terminate this Agreement without penalty and any payments made by Owner or Installer will be refunded less any reasonable fees and expenses. The parties agree that Owner or Installer may terminate this Agreement with no liability in the event that the local electrical utility denies acceptance of the System's interconnection due to area network restrictions. Customer agrees to use commercially reasonable efforts to assist Owner and installer in entering into a metering agreement with the local electrical utility. 15. System Warranty 144026],9 Installer warrants the full System for five (5) years to Owner and Customer (the "System Warranty"), which shall commence upon the completed installation of the System and receipt of NYSERDA's final approval. Installer warrants that the System (i) has been installed in accordance with prudent industry standards and this Agreement, (ii) shall be free from defects in design, materials and workmanship under normal operating conditions, and (iii) at the time of completion, the System shall be in material compliance with applicable law. The System Warranty covers all components of the System against breakdown or degradation in electrical output of more than ten (10) percent from their original rated electrical output. The System Warranty is limited to repair or replacement of defective components or sub - systems of the System by Installer or its subcontractor. The System Warranty is limited to the actual System installed by and work performed by Installer and its subcontractors. This System Warranty does not cover intentional or accidental damage, malfunctions or service failures caused by (i) the failure of Owner or Customer to operate and maintain the System in accordance with manufacturer's warranties and prudent industry standards, or (ii) acts of God, floods, stomis, lightning, fires, or actions by any federal, state, or local governmental authority. Owner and Customer agree to maintain the System in proper operating condition in accordance with manufacturer's warranties, as provided by Installer, and prudent industry standards. Owner and Customer shall report any malfunction as soon as it is noticed to Installer. 16. Insurance: Installer represents that it has purchased and has kept in force commercial general liability insurance, commercial automobile liability insurance and workers compensation insurance. Installer will provide evidence of this insurance to Owner or Customer upon request. 17. Environmental Attributes: Customer, Owner and Installer acknowledge and agree that Owner will retain ownership of all Environmental Attribute(s), as defined in Section 5 of the Equipment Lease, subject to NYSERDA's interest in any REC associated with the System's energy production. 18. Data Monitoring and Reporting: Customer agrees to take readings measuring the energy generation by the System every six (6) months for the first three (3) years of the System's operation. All such readings and measurements taken pursuant to this Section shall be delivered to Installer in order to be submitted to NYSERDA. Notwithstanding the foregoing, the Parties may agree that either Owner or Installer is responsible for taking such readings or measurements. 19. Access to the System: Owner and Customer each agree that it will provide (i) NYSERDA or its representative with reasonable access to the System for inspection purposes, provided that NYSERDA shall provide Owner and Customer with three (3) days written notice of such inspection, and (ii) Installer or its representatives with reasonable access to the System in order to for Installer to 14402679 conduct inspections and/or System maintenance during the 5 year warranty period. 20. Customer Acknowledgments: In connection with the installation of the System, Customer acknowledges and agrees as follows: (i) NYSERDA and its representatives are permitted reasonable access to the System for inspection purposes and Owner and Installer are permitted reasonable access to the System for inspection and maintenance purposes, pursuant to the limitations set forth in Section 18; (ii) Customer shall be responsible for any costs associated with bringing any building or structure that the System will be installed on at the Installation Location up to code in order to pass building and electrical inspections and obtain necessary permits and for any costs associated with structure upgrades required, as determined by Installer, to support the System; (iii) NYSERDA will hold the title to any Renewable Energy Credit ( "REC ") associated with the System's energy production for three (3) years from the date of System operation, pursuant to the terms of the NYSERDA PON -2112 Solar PV Program; (iv) Customer shall enter into the Equipment Lease with Owner; and (v) Installer has permission to take images (including motion picture or still photographers) of the System at the Installation Location for any purposes, including advertising, promotion and marketing. 21. NYSERDA Terms and Conditions: NYSERDA's website www.00wematurallv.org contains information on NYSERDA and the funding program under which support for this System will be requested. Customer and Owner understand that neither NYSERDA nor the State of New York: (1) endorse any Eligible Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or carried out by an Eligible Installer. Additionally, NYSERDA is not responsible for assuring that the design, engineering and construction of the project or installation of any the System is proper or complies with any particular laws, regulations, codes, licensing, certification and permit requirements, or industry standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the System or the adequacy or safety of such measures. NYSERDA will not make any payment of the incentive rebate to Installer without proofs that all required permits and approvals have been obtained. The Parties agree to collaborate with NYSERDA's Director of Communications should s/he prepare any press release or plan any news conference related to the System and authorize NYSERDA to use System photographs in brochures, on its website and in other print materials. 22. Governing Law: iaaa2ers This Agreement is governed by the laws of the State of New York, notwithstanding choice of law provisions, and any disputes arising under this Agreement shall be venued in Erie County, New York. 23. Notices Any written notice under this Agreement shall be deemed to have been given when actually delivered. Any such written notice may be delivered personally, or deposited with a nationally recognized overnight courier service or in the United States mail, postage prepaid, addressed to recipient at the following address, or at such other address as the applicable party may request in writing: If to Installer: If to Owner Solar Liberty Energy Systems, Inc. Solar Liberty Electric Company, Inc. 6500 Sheridan Dr. Suite 120 6500 Sheridan Dr. Suite 120 Buffalo, NY 14221 Buffalo, NY 14221 Phone: 716- 634 -3780 Phone: 716 - 634 -3780 Email: Nathan @soluliberty.com Email: AKRizzo @solarliberty.com If to Customer: Mailing Address: City of Ithaca Controllers Office 108 E Green St. Ithaca, NY 14850 Phone: (607)274-6570 Email: dbelmaker @cityofithaca.org 24. Entire Agreement; Modifications: This Agreement and the Lease and NYSERDA's Addendum to Customer Purchase Agreement attached hereto as Exhibit A CNYSERDA Addendum "), is the entire agreement between the Parties and supersedes all other oral and written communications and representations. In the event of a conflict between terms of this Agreement (including any and all attachments hereto and amendments thereof) and the terms of the NYSERDA Addendum, the terns of the NYSERDA Addendum shall control. Customer may, but is not required to, consult an attorney prior to entry into this Agreement or the Lease. This Agreement shall bind the respective parties hereto, their successors, legal representatives and assigns. Modifications to this Agreement most be made in writing and signed by all parties. 14 2670 25. Assignment: This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the Parties and their respective successors and assigns as permitted by and in accordance with the terms hereof. Installer may not assign this Agreement without the consent of Owner. Owner may assign its interest in this Agreement and sell or grant a security interest in all or any part of the System without notice to or the consent of Customer. In the event of a change in ownership or title of the Installation Location, Customer may assign this Agreement, upon notice to Installer and Owner to the new owner of the Installation Location, provided that such new owner assumes this Agreement and the Lease Agreement in writing and customer shall reimburse Owner for any loss of Environmental Financial Incentives or Environmental Attributes. 26. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page of any such counterpart, or any electronic or facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy, .pdf- format or other facsimile transmission of any signature of a party hereto shall be deemed an original and shall bind such party. [Signature Page Follows] ]4W670 This Agreement entered into this the INSTALLER: Solar Liberty Energy Systems, Inc. By: Nathan T. Rizzo IK@6M day of 20 OWNER: Solar Liberty Electric Company, Inc By: Adam K. Rizzo Its: CUSTOMER: City of Ithaca By: [Print Name] Its: EXNBIT A NYSERDA Addendum [Insert provisions] l"W670 PON 2112 Incentive Application Form Attachment B INCENTIVE APPLICATION FORM Name of Eligible Installer/Inmaller Number: Nathan Rizzo /4116 Eligible Installer Email: Nathan@solazliberty.com Name of Company: Solar Liberty Energy Systems, Inc. Eligible Instal ter Phone: 716-634 -3780 Owner Name: City of Ithaca Fire Department Owner Phone Number: (607) 274 -6570 Installation Address: 310 W Green St. Model: City: Ithaca Slate: NY Zip: 14850 Mailing Address (if different from installation Address: Numberoflnvedcrs City: State: Zip: Owner Email: dbelmeker @cityofithaca.org Utility Service Territory: NYSEG Expected Date of Installation: January I, 2013 Expected Dale of Interconnection January 10, 2013 Plcasc aunch proof of payment by customer imo Renewable Portfolio Standard (as shown on utility bill or letter farm utility) Building or Customer type Check all that apply: Expected Annual kWh Produced by System: _New Construction _Existing Home _Commercial _Single Family 24 Family Residential Multif ily _Agricultural _Industrial Educational Not For Profit x Municipality /Govemarcnt Other Required System Documentation - Each Incentive Application must include es attachments: site map, shading analysis, three -line electrical drawing, and uli lily bill. PV Panel Manufacturer: REC Solar Model: REC 230 PE-US Number of Panels: 108 PV Panel Manufacturer: Model: Number of Panels: Invader Manufacturer: PVPowered Model: PVP30kW Number ofhomaers I Inverter Manufacturer: Mode[: Numberoflnvedcrs Invader Efficiency: 96.0% Orientation: 180 Tilt: 10 Total System Production kW (DC at STC): 24.84 Total System Production AC: 20943.36 Customer's Annual Electric Usage (kWh): 228240 Expected Annual kWh Produced by System: 26555 Annual Electrical Offset Associated with the PV System: IL63% (Must Not Be Greater Than 110 %) Total Cost Before Incentive: $161,460.00 Incentive Taml: $37,260.00 Incentive Calculation: 37260 Estimated Annual losses from shading: 0 kWh 0.00% Estimated Annual losses farm orientation, till, ate.: 959 kWh 3.60% Estimated Annual losses from shading & orientation: 959 kWh Does total Square Image of PV army exceed 4,000 square feet 3.60 No If Batteries are a part of this System. What is their capacity: No PON 2112 Incentive Application Form Attachment B Clipboard Audit: The Company/installer agrees to complete a clipboard audit consisting of two main components: aninterviewofthe hosawbuilding owners to ascertain energy use habits and the age of the building, and an inspection of the building to identify potential energy efficiency measures, especially low and no cost measures that could reduce the electricity load of the building. This would include as inspection of the bond wired lighting systems and frcrstanding light fixtures, appliance ages and whether they are ENERGY STAR, the presence of advanced power ships for consumer electronics, existence of -vampire loads related to consumer elecuonies and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the doors and windows, and inquinas to the owner regarding any recent installation of insulation. The PV installer would conclude the audit with a homeowner debnefing. The installer would leave a copy of the inspection form with the owner at the end oftbe inspection. The form will include description of the home, recommendations of changes to reduce eleclne consumption, and any fixes the homeowner can do. The installer will also leave a list of Home Performance Contractors that could install more complex energy efficiency measures, informational brochures informing the owner of the details of utility or NYSERDA energy efficiency programs available to home owner, and a brochure of low cosNno cost tips for redwing energy consumption. The inspection should last no more than 60 minutes. (initial to acknowledge requirement and adherence) Non residential Energy Management: The Company/ Installer will provide non- residential building owners with information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent ool and, ifoo,ex ed by the building owner, assist them to enter utility bill information into the Tool in order to produce an EUI (Energy use mdex)b and, where applicable an Energy Star score. The installers should also Provide informational brochures on NYSERDA and utility energy efficiancy programs. Customers will not be required to benchmark or implement energy efficiency measures as a pre - requisite to receive a PV incentive. (initial to acknowledge REQUIRED APPLICATION DOCUMENTATION: Each Incentive Application must include all documentation listed on the attached checklist. If batteries arc pan of this system, what is their capacity? CERTIFICATION STATEMENT: I certify that all information provided in this application, including workshcets, analysis, permits and approvals is tons, and correct to the best ofmy knowledge. Installer Siganture. Dam Print Name _Nathan Print Name Nathan Print Internal Use Only : Received by NYSERDA deted Form and All Requited Attachments _Yes _No Approved Denied Date: PON 2112- Solar PV Program Attachment E ADDENDUM to the CUSTOMER PURCHASE AGREEMENT All Customer Purchase Agreements most include an executed copy of this Addendum to be eligible to apply for Solar PV Program Incentives. The Eligible Installer is identified as "Installer ", the Customer or Owner is identified by "Customer", and the Eligible Installer's Affiliated Entity is identified as the "Company ". Solar PV Program Incentives are only available for the installation of new equipment and PV Systems that have not been installed (partially or completely) prior to NYSERDA approval of the Incentive Application. Incentives will not be provided directly to the Customers but are paid to the NYSERDA Eligible Installer, who most then apply the entire approved amount to the Customers system cost. The Final Invoice Checklist, completed and signed by the Installer and Customer at the time of commissioning, must accompany the Final Incentive Payment Form submission. Review of System Design NYSERDA will review the design of the PV System considering issues including, but not limited to, system layout, orientation, shading, expected output, etc. NYSERDA approval of the Incentive Application is contingent on adherence to the proposed system design. Installers most receive approval from NYSERDA for any material modification of the proposed system or its components, or the incentive may be revoked. AB potential system output losses (after all equipment loses are applied) associated with shading, system orientation, tilt angle, etc. may not exceed 20% of optimal system output to receive the full incentive. Such losses must be detailed in each application package using industry accepted shading and orientation tools, verifiable assumptions and calculations. System with losses greater than 20% of optimal output due to shading and orientation issues may be considered on a case -by -case basis. However, any available incentives for these systems will be prorated by output loss. In cases where trees or any other obstruction most be removed or moved in order to meet the program rules, incentive payments will not be made until the obstructions arc removed and a new shading analysis and photos have been submitted and reviewed by NYSERDA. Any trees or obstructions most be clearly labeled in the site map. Qualified Customers: Incentives are available to electricity distribution customers of Central Hudson Gas & Electric Corporation, Consolidated Edison Company of New York, Inc., New York State Electric & Gas Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc. and Rochester Gas and Electric Corporation who contribute to the Renewable Portfolio Standard/System Benefits Charge (sometimes referred to as "RPS /SBC" as a line item on bills). Warranty: Both the Eligible Installer and the Affiliated Entity shall offer a full transferable warranty to the purchaser of the PV System installed under this Customer Purchase Agreement for a period of (5) years after the Eligible Installer has completed the installation and NYSERDA's final approval has been provided. This warranty covers all components of the system against breakdown or degradation in electrical output of more than ten percent from their original rated electrical output.This warranty covers the full costs including labor and repair or replacement of defective components or systems. If a battery back -up is installed under this Agreement, the Eligible Installer and the Affiliated Entity shall offer a full warranty to the purchaser for the battery system for a period of 2 -years after installation. This warranty covers the battery system against breakdown and covers the full costs. Title to Renewable Energy Credits: Renewable Energy Credits (RECs), which may also be referred in as green power attributes or tradable renewable credits (TRCs), are the environmental benefits associated with electricity that is generated from renewable sources such as wind or solar. PON 2112 Incentive Application Form Attachment E Funding from New York State's Renewable Portfolio Standard (PPS) contributed to develop the PV System identified in this Customer Purchase Agreement. The parties acknowledge that for the first three years of operation of the PV System funded under this program, NYSERDA will hold title to the RECS. Data Monitoring and Reporting: For a period of three years, the Installer Customer (Please designate and ini(ial) must take readings measuring the energy generation of the PV System every six months. For systems 25 k W and higher meter readings must be taken monthly and reported to NYSERDA every six months for the three year monitoring period. While the customer may be responsible for taking meter readings, all meter readings must be submitted to NYSERDA by the Eligible Installer. Quality Control: For quality control purposes, Customer must provide NYSERDA or its representative with reasonable access to the PV System for inspection purposes. Final incentive payments may be contingent on NYSERDA inpection of the installed PV System. Publicity and Site Events: Customers and Installers are required to collaborate with NYSERDA's Director of Communications should they prepare any press release or plan any news conference related to the PV System. NYSERDA is authorized to use the PV System photographs in brochures, on its website, and in other print materials. Tax Incentives: Customers are encourages to consult the IRS (see www.irs.gov), the NYS Dept. of Taxation and Finance (see www.tax.state.ny.us) and with an accountant /tax advisor for details on eligibility for the credit provided in the law, regardless ofwhether the Installer has provided information regarding the expected tax benefits (real property, federal or state tax incentives, or sales and use tax exemptions). Cost Estimate/Total System Price: The Customer has relied upon the Company /Installer to include any and all costs associated with the complete installation of the proposed PV System in the Customer Purchase Agreement. If additional costs are sought from the Customer, the Customer Purchase Agreement may be cancelled without penalty and the customer may seek a full refund of any deposit paid to the Company/Installer or costs the Customer incurred under this Agreement, less any reasonable site visit fees charged by the Company/Installer. Incentive Estimate: If the Installer does not submit a completed Incentive Application to NYSERDA, or if the Incentive Application (a) is not approved by NYSERDA or (b) if NYSERDA approved a lower incentive, the Customer may terminate this Customer Purchase Agreement without penalty and seek a full refund of any deposit paid to Installer or costs he or she incurred under this Customer Purchase Agreement, less any reasonable site visit fees charged by the Company/Installer. PV System completion /commissioning: The Company /Installer agrees to complete the installation of th PV System, and request necessary inspections, within 120 days of NYSERDA's approval to the Incentive Application. Unless written approval of an extension has been issued by NYSERDA, the Company/Installer will be required to return any and all incentive payments to NYSERDA if this milestone has not been met. Clipboard Audit: The Company /Installer agrees to complete a clipboard Audit consisting of two main components: an interview of the home owners to ascertain energy use habits and the age of the building, and an inspection of the building to identify potential energy efficient measures, especially low and no cost measures that could reduce the electricity load of the building. This would include an inspection of the hard -wired lighting systems and free - standing light fixtures, appliance ages and whether they are ENERGY STAR, the presence of advanced power strips for constumer electronives, existence of "vampire loads" related to consumer electronics and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the doors and windows, and inquiries to the owner regarding any recent installation of insullation. The PV installer would conclude the audit with a home owner debriefing. PON 2112 Incentive Application Form Attachment E The installer would leave a copy of the inspection form with the owner at the end of the inspection. The form will include a description of the home, recommendations of changes to reduce electric consumption, and easy fixes the homeowner can do. The installer will also leave a list of Home Performance Contractors that could install more complex, energy efficiency measures, informational brochures informing the owner of the details of utility or NYSERDA energy efficiency programs available to home owner, and a brochure of low cost/no cost tips for reducing energy consumption. The should last no longer than 60 minutes. Customers will not be required to implement energy efficiency measures as a pre - requisite ofreceiving a PV incentive. Non Residential Energy Assessment: The Company/Installer will provide non - residential budding owners with information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent tool and, if requested by the building owner, assist them to enter utility bill information into the Tool in order to produce an EUI (energy use index) and, where applicable an Energy Star score. The installers shoudl also provide informational brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark or implement energy efficiency measures as a pre- requisite for receiving a PV incentive. Consumer Information: New York consumers and cutomers me encouraged to consult the New York State Office of the Attorney General website for consumer information: http: / /www.ag.ny.govi bureaus / consumerfrauds /tips/home ro _impvements.hhnl The NYS Cosumer Protection Board offers additional information with _ the following publications: hmp:// www. nyconsumers .gov /pdf/home_impmvement brochum.pdf Conflicting Terms: In the event of a conflict between the terms of the Cutomer Purchase Agreement (including any and all attachments thereto and amendments thereof) and the terms of this Addendum, the terms of this Addendum shall control. Communication with Customer: Installer, Company and Customer agree that NYSERDA may, at NYSERDA's discretion, communicate by voice and/or written format with any PV System Customer with respecmo any matter relevant to a proposed or installed PV System. Such communications may he in reply to an inquiry from a Customer or at NYSERDA's initiation. Disclaimer: The Customer understands that neither NYSERDA nor the State of New York: (1) endorse any Eligible Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or carried out by an Eligibile Installer. Additionally, NYSERDA is not responsible for assuring that the design, engineering and construction of the project or installation of any solar electric generation system is proper or complies with any particular laws, regulations, codes, licensing, certification and permit requirments, or industry standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the solar generation systems of the adequacy or safety of such measures. Certification Statement: By signing, all parties certify that they have read and understand the above information and requirements and agree to abide by them. NYSERDA will not accept an application from an Installer if the date of the signed contract is over 30 days prior. PON 2112 Incentive Application Form Attachment E Customer: By signing below, the customer certified that he or she contributes to the Renewable Portfolio Standard (RPS)/ System Benefits Charge (SBC) through a monthly electric utility bill. Please email NYSERDA at PVQnyserda.org regarding any questions, or to check the status of your application. Customer Signature: Date: Print Name: Eligible Installer: Bt Signing below, the Installer certifies that he or she is: (1) Eligible to participate in NYSERDA's Incentive Program; (2) in compliance with Terns and Conditions of NYSERDA's program; and (3) is bound by the Terns and Conditions of this Customer Purchase Agreement. Eligible Installer Signature: Date: Print Name: Nathan Rizzo Affiliated Entity: By signing below, the Authorized Representative of the Eligibilc Installer's Affiliated Entity (Company) certifies that the Eligible Installer is working for said company and is in compliance with NYSERDA's Incentive Program. By signing below, the Company is bound by the Terms and Conditions of this Customer Purchase Agreement. Authorized Company Signature: Date: Print Name: Nathan Rizzo Solar Liberty Lease Program Your Savings Summary Organization: Ithaca Youth Bureau Installation Address: 1 James L. Gibbs Dr., Ithaca, NY 14850 Congratulationsl Your building is a good candidate for a solar energy system. Solar Liberty offersto install a 25kW solar panel system on your building that is guaranteed to save you money on your electrical costs. All of the electricity produced by the system is yours for a low lease fee of $125 per month locked in for 15 years. $1,500 New lease payments $7,641 New yearly electrical bills $9,141 New electrical costs with solar $89 Your Savings With Solari 17.22% Electric Offset SOLMLIBERTY THE FUTURE OF ENERGY INDEPENDENCE t)rA] SM1xnMn 6nre. SulP t ^!) nullab) NY W21 1 M6 P.J.RFNFW 93G1nI IP11. lIvYtc111 m Purchased from Solar Liberty Lease Utility Before Solar plus Utility ■Utility Cost ■Lease Payment oSolar Savings Savings Guarantee: Solar Liberty guarantees that the lease payments for any annual lease period (12 months) will be less than the amount paid to the utility company in the 12 months prior to signing the lease agreement. If the lease payments are not less than the utility savings, Solar Llberty will refund the difference. $10,000 Current Electrical Costs $9'000 $8,000 153,840 Current yearly electrical usage (kWh) $71000 $0.06 Your current cost per kWh purchased $6'000 $9,230 Current yearly electrical bills $5'000 $4,000 $3,000 $2,000 $1,000 Solar Production with Leased System $o 26,485 Solar electricity production (kWh) $1,589 Value of electricity produced $1,500 New lease payments $7,641 New yearly electrical bills $9,141 New electrical costs with solar $89 Your Savings With Solari 17.22% Electric Offset SOLMLIBERTY THE FUTURE OF ENERGY INDEPENDENCE t)rA] SM1xnMn 6nre. SulP t ^!) nullab) NY W21 1 M6 P.J.RFNFW 93G1nI IP11. lIvYtc111 m Purchased from Solar Liberty Lease Utility Before Solar plus Utility ■Utility Cost ■Lease Payment oSolar Savings Savings Guarantee: Solar Liberty guarantees that the lease payments for any annual lease period (12 months) will be less than the amount paid to the utility company in the 12 months prior to signing the lease agreement. If the lease payments are not less than the utility savings, Solar Llberty will refund the difference. Solar Liberty Electric Company Solar Equipment Lease EOnimnem L. No.m 296 dald- No., unAAndre..., of ass, NwneundXW., (Lessar.- CkyofDAam Sob, LAIM EleeOle ComOnny, Gn C—.U,. Ogee 6SOU Sbendan Dr. Sake 120 108 £ Gram S6 S Pdo, NY 14221 F.QUIPMENTI)ESCRIPTION AND SITE PLAN: SEESCHEOULEA ATTACHED HERETO. Af([rLe,renn.b1116,.eonds)il. burizeilesrtwle,n,anv mlvring lnfomrollon or e'hanyeu. o[[urole in /urmu4m (.u[Ir Oa' Ibeserial numAnfrna mrdnle) inm the Equi /vnrm Des[n0lion. /noe L f. /AM., GAnm SUMMARY OF PAYMENT TERMS Tmm Montbal: 180MamLs Total COn: SW110.00 Payment Frequency: Monthly Tuml Ne System Can: 5134200.0 (as set tooth in Ibe bind column orSectian 610 Ule los ellwion AO .U. Basic Rental Paymenn: See Schadule Bplos aOPlicebk sales anJ Numbc,ar Wmllmen.: ISO u1u Security Do,osit. 30.1141 CmoH Dole: I /ILWH6 Lease Cam em Dore is a1lmme61a be mi e,befurelenmry I. 1013 an6,M1ell..u, We lmwgc orli11c Imm IMdlerm Owns punumua be InnellNion A,ecmem be w t. he imn.- h-1. aM Solnr Libep Enos, Sysic , Ire. oxemtW vonlompvmneeesly h,rt i1h WmrdbtlonA THE TERMS ON ME FOLLOWING PAGES, SCHEDULES AND E)VHIBHS ATTACHED HERETO. ,Bolo.: Ctlyolllhaca LesSOC Salerliberty EleclsiC Cwnpany, lnc. Sr. Adam K. Rlem vpe r of I. LEASE. Leson hereby agrees to lone to Les me. and Lessee hereby agrees 10 lease from Lesmq the personal properly described on Schedule A to this Solur Equipment Lease the 'Lenox ") on the'eres and conditions set forth herein Each property together with all replacements, sabs'I'ulions, Lars, i rgm en tq nryairs, and accessories and all additiom inmrpommd therein or arneed'home being reftrtd to human as the "Equ'rymeat" ). Lessee's morta er of This Lease shall obligate Lessee m Imsc the Incorporeal from Lessor. Thin Leasesh ill trot bo binding on Lessor unless and until executed by Lessor. Anything to ohe coronary ndwithstmlding, Lessor shall have no obligation to accept exrewc or enter into this Lease or to acquire or (ease to Leawa the Equipmeno. Tide to the Equipmmo shall at all limes remain in Lessor during the term ofohe Lease. Z. SAVINGS GUARANTY. Lesser agrees that the Basic Rental Payments for any annual learn Had (mamba 1 -I2) paid by Lesser will nut exceed the Lease's Ilinum a Ulnity payment. the °Ilialmic Utility Payment" shall be the sum of the lot.[ of umants Paid by Laaee to ib electric chilly provider form lrieity, including any and all resaud am, charges, saccharine, n, fen mtl penallin for the Melva HO month period immadiatoly preceding the Lease Commencement Date The Lester .1. he' if the Rotor Renal Yaymen' fur may.shat lean perked exceeds the LNtorle Utility Payment, Lessor wig pay L. an ant equal to the difference between the Historic Utility Payment and the Bmmc Rental Payment for such mmul term period. Lena agrees that the previsions set fords In this PanaruoM1 3 shell be subjat a L.easei a prevsim of documentatlau confirming its Hiatarie Utility Payment to the atDfdrn orp.mmr. 3. TERM. The "Leave Commencement Date for this Lease shall be the dine set fuM below Lon ac's signmurc here. end the Lease shall continue for the Initial term set Loan above unless earlier terminated by Lessor as provided herein. At Lim expiration of the Initial Teter, unless Lessee shall have renewed or Purchased the Equipment form Lessor pursuant to Penetrants 16 or morou d the Equipment to Lassm in accordance with Paragraph 17. J. RENT. dal Lessse shall pay as monthly basic rent for the Initial Term of this Lease the amount shown on the find page of the Lease end as set f rah on Schedule B h ado ("Knee Rental Paymeel"). Rowided the, the aggregate Basic Rem Payment paid by the Lessee during the Tam shell be Las oM1an the fowl Nn Systan Cnm as sea tons m the Smnmery of Peymmt Ilmms above. The Basic Rental Paymem shall be payable in annulments in the.momu end on the dams provided in Schedule B arises Lease. plus coy applicable sales and use Om dem se; provided, however, tMt Lessor and Leasre may agree to any other payment whedule, in which event Schedule B shall be emerald by Lesser,. reflect the new popnem schedule upon wdrrn notice from Lesson to Lessee. 5. ENVIRONMENTAL. FINANCIAL. INCENTIVES AND ENVIRONMENTAL ATTRIBUTES. All Environmental Financial Incentives and Forimnmendal Anrinews available in ex suction with the Equipment other than these specifically assigned to NYSERDA puuua., or the Installation Agrmment arc rcuined and owned by Lessor, Lossce shall take all removable memures to .is, Later in .homing all Envimnmrnlal Financial Incentives cuaently available or sulam uently made available in connection will the Equipment IfLasee fails In aced in grad faith in Inking actions reasonably requested by Lester, and such failure rooks in the Loss of an Environmenul Forward Inanive that would otherwise be available, Lasses shall reimburse Lessor for be WE emoWt of such lo' Envimnmenul Financial Incentive. For yurpom of 'his Lase (I) "EOVirenmenul FlnmNal Incendve" roam the Endorsing financial imrntivcs that are in of xel as of the Lease Commenwmenl Date or may come into eRre' in the Pure: (i) fdeu, some nor local lm credits (including investment in credis arising unclothe Internal Reveme Code and forms in lieu thereof other'ue benefes or gmnu in Lieu thereof (including without limiutian the monef atian of tax benefits). and lid all teponfg rights with ropesuo such ineentivo: and (it) 'Environmental Attribute" means, without limiutian: (i) imitable renewable reaifcates, green- e sags, allowanma. reductions or other medicable ini icier denoting carbon offeen credits or indicating generation of a particular quantity orenergy from a renewable energy, source by. renewable energy facilily soribmd Ice the erectly created by the Equipmem during the Term canted under a renewable energy. emission reduction, m whet reporting progr.m adopted by a governmental authority, or fm which a regimry and a marine exam, or for which a market may ex,I a' is faux time, (ei) perfomance -hoed inren'ivn, rebate end any other incentives ander airy mili'y r or any su'e's sofr postpone m initimive, and any other incentive, cenificate, subsidy, award gam or economic bmem, howsoever named or refrrd 1% with rearrest to any and all fuel, emissions, air quality, energy Execooks , or other mvfmneNm or energy chat crane ics. resulting from the concoction or operation ofthe Equipment or from the use of solar Promotion or the...&. orue emimion or any gm, chemical or ,he, substance into the air, soil or wan surlbuwble'o he sale of comer gmemded by the Equrymen' lmher the. Environmental Financial Incentives). All conemers reined to Lire sale of Environmenul Airliners shell be collaterally assigned by Lase to Lessor in accordance with Pasumanh 6. If reasonably rtyua'ed by Lexam, Lessee shell provide Lesam with acknowledgunms f he c .... cmanies'n such coumcu, acknowledging the collateral assignment of such contacts and Lessors rights to such contracts. 6. GRANT OF SECURITY INTEREST. As collateral security for the payment and performance in full when due (whether at sued minority, by acceleration or otherwise) of Lessee's obliga'iam hereunder. Lessee hereby assigns, pledge, and limns to Lexmr, a curdy inm , a, and continuing Lien be dl of L.ei s right title and interest (if any) in, to and under the Iblluwim, in each roe whether tangible or intangible, wherever located and whether now ..it by Losses or hereafter acqubd vad whether now existing or baaRer caring into me. (the "C.Hatn rafT; fi) the Lessee's [.held interest in the Equipment Ud ell agrecmens, existing or herafler entered into by Lessee Mining to the osentim. maintcmnm or use and escaper, of the Equipmem or the sale or Environmental Attributes, including without limitation, all inammmrw and documents executed and delivered with repwt to such agreemens, we the same may be amended, supplememed or otherwise mdiGd fnam time u'ime in accordarme with the wrens thereof .it this Lease (such opeemen, m as emended aupplemmud or mndified, being the 'Project DooumenN), includinS, without Limitation, all rights or Lessre to receive moneys due and to become due under or pursuant to the Project Documents, including, without limiutian, those agreements indicated on Schedule C hertof. any documents avalanche, Lmsa's claim to the suite robs,.. subsidies, or incentives applicable to the Equipment lied Environmental Mdbutes and the electricity Swerved by the Equipment and (iv) and all proceeds mThe foregoing. When Loser's obligations hem minder have them paid in full, the aecerity interests and liens gmn'd potation in this Lame with msprel to the Call..] shall eamilwte, ell relies limned hereunder with respect or the Colletetal shall mm back to Le ace, and Less r shall, so the expense or Lester, execute and deliver to Lessre upon such mmination such termination summaries and any other .1. m tetminmiom, reasonably requested by Lexaee 1. eRecuhe'ermimmiun and release of the security intences. 7. NO WARRANTIES. THE EQUIPMENT IS LEASED "AS IS, WHERE IS ". LESSEE ACKNOWLEDGES THAT: LESSOR IS NOT THE MANUFACTURER OR INSTALLER OF THE EQUIPMENT NOR TIE MANUFACTURER'S AGENT NOR A DEALER THEREIN: THE EQUIPMENT IS OF A SIZE. DESIGN. CAPACITY, DESCRIPTION AND MANUFACTURE SELECTED BY LESSEE.: LESSEE IS SATISFIED THAT THE FQUU MENT IS SUITABLE AND FIT FOR ITS PURPOSES; AND Pye] W 9: aoirtttMyeaCkromwr. ss, .—r LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. THE QUALITY, CONDITION OR CAPACITY OF THE EQUIPMENT OR THE MATERIALS M THE EQUIPMENT OR WORKMANSHIP OF THE EQUIPMENT, LESSOR'S TITLE TO THE. EQUIPMENT, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS DAMAGE, OR EXPENSE OF ANY KND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OR OPERATION THEREOF. OR THE REPAIR, SERVICE OR ADJUSTMENT THEREOF. OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS. SERVICE OR ADJUSTMENT, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING ANY LIABILITY FOR CONSEQUENTIAL, INDIRECT OR PUNATTVE DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT. No dean orunfitnew of the Equipment, many failure on the pan of the mwufanufer ar Has shipperorlhe Equipment to deliver the Equipment m wy pan Ihamf to Lme. sUll frlkv, Lsstt of the abligmion to Pay rem or any osber obligation he=aled .. Tube enter, peamilted by IM1e mmurepurer andgor vendor and pmvidd Lvsvce wt in default wda the Lease, Lessor shall make available are Less ell manufacturer and/or veedor wmangies wait 1 and ceramic, Ire mic Equipnme and Lessee shell, and hereby is amhrenxd during she Tenn, rim aese, end en ingenue Lmm's note risk, cost and udice tram time to lime, in she tame of and for she account of Lessor and/or Lint M Their meal. may appmq but without pmjuditt n, Lessor, wherever claims and rights Lmce andlar Lessor may have against any menufacmrer .1 supplier of the ryuipmml comprising the Equipment. S. COVENANTS. la) Alfirmasive Covenants. Lessee shell (i) comply wish all applicable laws and regulaYOw and mks; ad with IM1e mndiniam a requianma of ell Mlicin of imumnce relating la the Equipment and its we; (ii) m any and all times during Naiam hoary, Brent Leswr flee scan to enter upon the prtanises wherein the Equipment shell be lmaad or used and permit Lessor to impmt the Equipment; (iii) cmleame with the Lnsor a do all things necmary to preserve, renew and keep in fdl I. and erttt all nttessary r ... ems, approvals and amhmlzatians with governments] authorities and magovemmmal Persons acquired in connection with this Lease and the true of the Equipment; lie) drequmed by I.csoa obtain an acknowledgment by the magn eryany refany agamern calmed to the sale Or rtuip of any Envimnmer al Managing, of Ih, ,.31mml nsignm se of Learee's rights in such agreanrnt; and ]viii) provide Lessor with thirty (30) days notice in event ofa change in ownership m Lille ref IM1e premsce wherein titer Equipment is loaned (b) NMLive Cmewna. Lessee shell not (i) volunurily Or involwsanly cteete, incur, assume or suffer m exist any mmo,,,,, lien smudry imea4 pledge or atom encumbrance Or reachment of any kind whatemaer upon. affeaim or with aspect to the Equipment, the Collateral, thin Lease or any or Lm¢ s ima ter themwdeq (ii) pennies die name of any peter, association or compression otherthan Lase m Lessee a be placed an the Equipment. ]iii) Pen with pmsessiw or mail of or guru or allow to pass out of its Poantesion or central any had of,e Equipment or change the IOwodw of the Fquipmenl or any pan LM1ermf from the edJrm shown above Ov) ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER MIS LEASE. OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OFTHE EQUIPMENT. Iv) woes, the Equipment to he Emnmgwdy taken out of service; (vx) amend, waive, or violate my of the emend ¢tens army pmjmt Document. or (vi) aavign, sell, mushier or in my way convey its right, duties or obligations under the Loss, without the prior written consent or the Lsmr, which cons., shall not he wtctnm mly widgledd ord,ki 9. TAXES. Lessse shall promplly prey when due all sales, use. I mpert , cocain and other News (including, without Iimiration, income lass colleped by deduction or wh6holding) and in lirmseand regslwiwf now or hereafter imposed by any governmental body or agency upon the Egoipmem or its we, pucbwe, ownership delivery. Iemin , Possession. storage. operation, meimenwce rrpeia ream or other disposition origin Equipment, or fm tiding or registering the Equipment, m also ,e income or ,her proceeds rmcived with respect to the Equipment or Lease or the m pals hertunJer, provided, however, That Lessee shall not be mquisd Lo pay mass an or measured by the net income of Lessor. Upon request by Lmor, Lessee shall prrpme and He all tae returns mleling to ones for which Lessee is responsible hereunder which Lessee is pemiined to file under be lows ofthe applicable acting Judedinion. 10. INDEM NITY. Lessee hereby agree to indemnify and hold Lessor harsher f and against any and all diems, Icon, liabilities, damages, judgments, suits and all legal proceedings, and any and all core and expenses in cremation therewith (including a tameyS real arising Out of or in any manager connects with this Lease, including without limhmiw. clews s fir injury ro or death OfpmoM end I., damage to property. including without limiation any claims based in negligence, grid liability in ton, environmental idamnity, or amellestualpmpenyinPongemmt Lmee shall give Lessor prompt tmdce often, such claim or liability. 11. ASSIGNMENT. Lessor may assign its auction in this Lease and sell m grant anomaly i,eat in all or any pan of the Equipment without pence go or the mnsms of Lexsse. Lessee agrees not m assm optimal any assignee of Lessor my claim or defense Lmee may have ammo Lessen. In the event are change in ownership or title of the Premises wherein the Equipment is loomed Lessee may ensign this Lease, upon wriam notice to Lessor, in the new owner of the Pmnisn. provided [but such new owner slash time in writing to owane this Lease, and Loam shall reimburse Lessor for any Ire MEtwimseemul Financial Incentives or Environmental Amributn, 12. EQUIPMENT PERSONALTY. This Lease is and in intended to be a lease of personal property for all purposes. The Equipment shill rennin personal property regardless of its anachown to really, and Lessee agrees to take such action an its expense M may be awry to prevent any third parry from acquiring wry, intent in the Equipment ae a result of igs avachment to really. Ifrmunad by Lmor, with apct to any Rem of Equipment. Lessee will obtain and deliver to Lessor waivers of inters] or liana in accountable root. sasirfwnory ro Lmoq Ban all pecans claiming my moral in be gel pmledy on which the Equipment is installed Or located. 13. USE AND MAINTENANCE. Lessee will use the Equipment with due ca¢ ad for the puryore fm whim it is mended Lessor shall. al Lessor's.. end expense, operas. nummi n, servitt end repair The Equipment in good repemting order, repair end condition, on inary wear and law excepted Lessor may at its trek disemiom muse a third. party operator to provide the smvicn described in this Paramoa 13. All pans, madifieasiau end impmvemmts Ire the Equipment shall, when installed or made, Immediately remain the pmpeny of Lessor and pan fthe Equipment far .11 purposes. 14. LOSS OR DAMAGE. Except M o result of Lessor's actions, Lessee mums all risk of., damage m or lass, th.k onnfiscation or daVucdon ofthc 1w ui or ml from any cause wFnumver from the Legge CommeraemrnL Date through the end ofnhe Term. Levee shall advise Lessor in writing promply or any less or damage to tle E9nipmenl and the cimumstmces and career ofsmh d®nag,. Cqa ano sag rU,eq EaaA<eo's., -.F 15. INSURANCE. Lessee shall obtain and maintain on or with mpm at the Equipmen, in its awn ea wise (a) liability insurance mount, agaire, liability far bodily injury and pope t, damage, and Ud all -mils physical damage insurance (including without himi,tion caower,hic rinks) iesunng against Ian or damage In the Equipment in an amount not, Ian the Temiomind Velm. Lessee shall fumah Lessor with a ecdificte of imurmce evidencing the requires oft policy an policies coming Lessor as an additional ins rot fedeWder far the liability menage and m 1. payee Entire frequency damage cweeage. Each such polity shall be in such form and with such imtrom as may be satisfactory to Lessor, shall inure Lessor's unarm, regardless, of ony breach or violation by Lesaee of any wmntirs, declarations or conditions in such polici e; and shall contain a clause requiring the insurer to give W Lasso at lead 10 days Inner wrium nurse of (if the can e,11.1 in finch paltry or (it) any amcndmenl to the terms ormah polity Which nenfnent would cane the policy no longer to cartoon to the polity rouirnena std in fis Potentials 15. Lester shall be under as duty to ascemin the existence arm 19 examine any stuff polity or am advise Lccsee in the event any such paltry shell rim comply wish the requirements hereof. In the reran III Lessee shtl fail to obtain the insurance required Water this Paraetiph I5. Lesser may obtain immnce in accordance with his Pemgmph sad Leas= shell be required to reimburse Lwam far all renomble few and expenses• including iuwance premiums, in connection thcrewif. I6. END OF TERM. Upon expiration of the Initial Term of the Lease and, except as oferwise specifically set Sank herein• my renewal fear, rid provided that the Lome has not been ¢nninmed early and Luse is in compliance with We Lease in all rupees, and o Event of Default M incurred and is remaining. L. may upon at lent 180 days and not more than 355 days poor warren notice tu Las.. associate one of the following a aims: (i1 purchase all (but not less than all) of the Equipment for a purchase Fria equal to the than Fair Markel ValueaFtha Equipment. Upon such indefeasible paymcm. Lessor will transfer to Lessee, an ea AS IS BASIS (free and clear of any liana obi arable to Lessor), all of Lesor's interest in and to the Equipment and shad) Drum, its has an the applicable Collateral. Lessso shall pay any sales and use toss due on such Ifnfe. Lessor shall not d required to make and may specifically disclaim any reprwemmian or wammy m In the condition of such Equipment and other maven (except that Lwmr shall woman, that it has conveyed whatever inlemsl it received in the Equipment tram Lessee, free and clear army lima attributable to Lwsar). At Lessee's expose, Later, shall Imply execme and deliver to Lessee such materenk of Nomination, as rnsonably Dry be required in order to release or mnminne any interest of Lessor in and W the Equipment and the Collateral and perform such Other armies u Lessee may reawmbly request o effectuate the tamping; or tai) new the Lassa with respect to all ofahe Equipment at Me expiration of the Initial Tenn for the then Fair Market Rent Vow of Me Equipment far a mom m be agreed upaa by Las= and Lessor. "Fair Market Rent Value' of the Equi, m rid for purpww of the po,cadmg sentence shall be an amount determined according to the fallowing prrcMUm. Upon receipt of i-assens notice otelecrion to renew the Lease, raises, and Lessor will attempt to agree on unt during the next 30 days, and the amount so agreed upon shall be the Fair Mmka Rental Value. In Me event Lessor and Lwam comet agree on an runt during such 30 -day period, then each party shall choose an independent appraiser. cad the two it"con cm shall such determine the Fair Market Rental Value of the Equipment up the beat of an inn's -lung( rmnmdion hctween an infaomd and willing lessor and an informed and willing laamc under no compulsive D lease. The nonage mflu amour demmined by the two eppmaers shell be rbe Fair Modet Rental Value. Each party shall Fey fin expenses o(Ihe upgaaer it chases; or (iii) Mum the Equipment to Luam m accmdance with paragraph 17 ofthe Lease. 17 . RETURN OF THE EQUIPMENT. Upon On expiration art eager moor maim arias Laaa, by Later (unless l stem purchases due Equipment pweemt to paragraph 16). Losses, shall mum the Equipment to Lesser in accidence with (i) of (it) below. (it Least, shall mmMe far the de-imallumn rid disassonbly cad packing of fin Equipment, Ingather with if punk and pieces and then reinstallation and mavembly (including, if incessearry, repair and autumnal) el it sole cost and expense. Luse agrees to croperWe with fin Lessor in all respema in order to make arrangements with ampere to such dFiouDlhumn and disassembly of the Equipment and to eesum that all Equipment subject o me Luse sha11 be retuned to the Leeqm in a runner consis=t with pmlen, imleary andaMs. (it) Par Lessor's instruction, L. shall sumDnder the Equipment m Lasor installed and in use at the Equipment Location sot forth above, fin end clear a(any righk or iacemk OfLasom sad Lessor her a cash fid third pony initiation, to Luxor) shad) operate and maintain Me Equipment at the Equipmem Location and Lessee .shall continue to punt factor access rights parsers In the War heraf I&ADDITIONAL ACTION; EXPENSES. Lessee willmnNH exec We and Jelivm to Lwsm such furthm docnanis and take such further actim as Lasser may request in order M carry It mom effectively Me intent and purpose atfis Lane. Lessor and any migna ol-Leasor is aadmriand In file me or mom Uniform Commercial Code Morning ailerons without the signature of Lasw m signed by Lcm, or any assipmo of Lace as atDmay -in -fact for Lasom If Lessee fails to perform or comply with any of its moun m, Lessor may peRom err comply with such agreements m is own name or in Lessee's name as anomry -ire -Fact add he am arm of any paymen0 and upn tes of Lessor named in correction with such peK nee or compliance, together with temp Nncom at he rate lopsided haloes, stall 4 denied rent payable by Lessee upon demand. 19. LATE CHARGES. If any payment, whether for rem or otherwise, is rant paid when due. Lessor may impose a late them, of up to 5% offs, amount pat it=(orthemoMn amount permitted by applicable law. Ill.) Payments ,hnv0erreceivWshallbaturied End to delinquent imtallmrnk and then to canner installrenk. 30. DEFAU I.T. Each ofthe following cam shall constitute an "Event of British" hereunder; (m I-enoee shall fail Ir pay, when due any vocational of basic Dm or oferameant under the Lease; IM Luna shall fail to observe or perform any other agneonem Ip be altervd or performed by Less= hamunder and the=minuancc thereof for la calendar days following wriuen noire Ihertafby Lasor to Lesson; (c) Lassa shall cease doing bminws as a going moment or make an assignment for the homfir of uniform; (d) Lwsce shall voluntarily fire, or have filed agaima it imm mamily, is petition In, Ipuidmion, remganielieo adjua encia of debt, or similar melmomdm the fi deal Radxffdry Code or nay other present or ftume fdmil to stain burflon e, or min lvemy law, art..farce, receive, sot liquidator shall he appointed of it or of all or a mquannYal pert of ik ®acs; del an event of default shall occur under any other obligation Lessee owes m rams, IU n even, of default shall occur under any fnrebtdotus Lwam may mw in Meafter owe rot any offila,e of Lasor, (g) my permeation, wtnty or statement made by Lassa m communist with Me Lease (including any statements or aluminum Rumored by Lessee in connection with Lessor's application under Section 1603 of the American Recovery cad Reinvwwm. An of 2009 far cash raeaan: srarue.mm.mk prrs+dr me -mass ,"did in live of tc ecdits for the Equipment) shall be novae m misleading many .medal repeat as of the dear he same and delivered to Lessee, or IM the Lease foils to pmvidc Lessor with secury interests in the Collateral and Lessee faits to formerly such event. 21. REMEDIES. Lessor mm exemhe any her night in remedy available to it bylaw or by agreement, and may in any event recover teed, end mhercpenaes neurred 'he C-Hadd Event of Party cxethe orenyremedyhormdv.Lmial Codhave such the rights and remedies with respect m the dried ad of v seemed petty under IM1e applicable Uniform Commercial Cade and smM1 andiea h dghN add nmedieb to only a secure) puny is entitled. Na remedy given in this s,for Paragraph is 21 s intended to l e exddive, add ind shall implied cumulative but only s, the y bra ch of ery m pemlit Loons erre.vm amounts for which Leer of is liable hereunder. No dpras ig implied waiver by Caesar army breach of Lessee's obligations hereunder shell .mtimm a waive of any other breach of Castes obligation hvamder. 22. NOTICPS. Any written notice hereunder m Less. or Lessor shall be deemed to have been given when delivered personally or deposited with a recognized m ddel ht caurierservi. man the United Stores mail. postage prepaid, addressed m recipient d its address set fain and me rom page or this Lease mat each other address as may or last known ran the sender. 23. NET LEASE A" UNCONDITIONAL OBLIGATION. Thu Lease is a completely not lose am Laser's obligation of pay sent and amounts Payable by L.v. Mreunder is mconditiond and iddevocable and shall h laid without any abatement, mductimn, semRor defrnseofnmkind. 24. NON - CANCELABLE LEASE. This Lower cannot be carded or terminated except as enprecsly provided herein. 25. SURVIVAL OF INDEMNITIES. Le sobligationsuMrPamvmobc9.10u 21shallsurvivelm imtionorexpimtionofthis Lease. 26. COUNTERPARTS. There shall be but am countersuit of this Lease and such counmpan will be marked "Original:' To the cram that this Leasecantitmoond," ypm(n that term's defined by the Uniform Canmercial Ceded,asecurity imersl may only decreamed in the Lease merked'Ori®m V' 2J. NON- WAIVER. No course ofd.Ifng enforce Lessor and Less. or my delay or omission on the pan of Lessor in certain any rights hereunder shall operate as a waiver of any rights of Lessor. A waiver on any o. me im shall m1 be cumtmed as a bra to err wWvcrofmyrightm remedy m any fwum o im. This Lease is and lease and a ^Nora. ICse' under Article 2A of the Uniform Commercial Code. To the extent pemtined by eppi.bk law. Las. hereby waives any and all rights and remedies conferred upon a Lessee by Article 2A -508 (brought 2A -522 order Uniform Commercial Code. including but me limited to Lessee's rights to: () cancel this Lease: (ii) repudiate this Lease. (iii) reject the Equipment, (iv) revoke accepwna mflhe Equipment: (v1 recoverdmnags firm Lessor for airy breaches of w-aaattty or for any Other Mom; (vi) claim o security inddt in the Equipment in Lessee's possession or.nrml for any reason; (vii) deduct all or any pan of any claimed damages mubing form Lessors defnulk if any, under this Lease; (viii) accept partial delivery of the Equipment; (f)'mvv' by making any purchase or lease of or .mmel m purchase or Jesse Equipment in subslitutan of buttoned identified in this Lease; Ix) recover any gcrml. Nereid. iridcnml, or consequential Damages, far any reason whave., and (si) specirre pvlimadm., reeks., &door. sequestration. claim, delivery or the like for the Equipment identified m this Lease To the rated pemsiped by applicable law. Lease aua hereby waives any rights new Or intruder conferred by stawm or otherwise which may require Laver to sell, lease or otherwise use my Equipment in mitigation of Lessor's damages as set forth in Pamvmrh 21 err which may Otthmvise limit or modify any of Leaves' rights or remedies under Paradeph 21. 28, REPRESENTATIONS AND AGREEMENTS. Lessee hereby represents and agrees that (a) cffwi c on the dam an which Leas. ewes this Lam: (it ifLdaee u an entity, the awulion and delivery afthis Lrace and the permanence of Lcssec s obligations hereunder have been duly outhariaed by all oeddery, added on the part of Ld.e; (ii) the person signing the Lease on behalf of Lessee is duly emhonixd: (iii) all information provided by Lea. to Looser in come dion with this Lease is We and raiders, and Ov) this Lear constitutes d lead. valid and binding obligation of Lesser, enforceable against Less. in accordance with its amts; (b) the Lease will not violate Lessees organvelional documents (if applicable) and will not dOlne or result m a default Order any agreement or other instrument binding upon Lessee; (c) Lessee (it complies with, and will continue to comply with, all applicable environmental laws with respect to the Equipment Location, (it) s not subject to my cdvimnmenml liability with respect to the Equipment Location. (in) does not know, of any fact, eircurnmence o r c as condition with respect to the Equipment Location that would assembly be expscmd to dealt in an envimnmenml claim; (dl Levee has provided Lesson with we. comet, and complete copies of the Project Documents let Leave is oat, end will nor become, a u adult of Lds. i execution, delivery, or performed, of this Lease, subject m regulation U) under the EPA, the Public Utility Regulatory Policies Ad of 1978 (" PURPA'7 or Public Utility holding Company Ad of 2005 C -PURCA 200l one as amended. or any regulations thereunder or (i) a an 'clevricel corporetion. - "public mility" or the equivalent under any applicable scam law, as amended creditor applicable law: ID Lessee is the sole owner of IM1e Cdlamal (other than the Equipment), has good and valid title to such Collateral. including all right. title and interim lhereia( and clear mall firm: S) Lesser bra granted m Laser n eerf.ted MI pricudy lien an am aecurily interest in the Collateral in which a severry imerat may be mentsd under Article 9 cribs New York Uniform Commercial Cade; and (h) neither Lessee, nor to Lester's knowledge, any affiliate of the Lance (i) appear on the OFAC SON Lis, (ii) art included in, caned by, controlled by. acting for or on behalf of, providing eminence. support, spoamahips err service of any kind to, or d c—de imor med with any of the person or entities deferred m or described in the OFAC SUN List; or (iii) have concluded business with or engaged in any mrso lion with any pedon or entity named on any of the OFAC SDN Lim or any person or many included in, owned by, controlled by, aging for or on behalf of providing assistance, apporL morlsoahip, or services of my kind m, or mberwise n mdurad with any of mite peaon or entities refined to or described in the OFAC SUN List. For pge5da'SWr1IMM 2nrNC CanMY. Inc 1Egan purposes of this Lease, "DEAL SON List" aware the list of"Specinlly Dsignmed Nationals and Blocked Parsmm" maintained by the United Seem Department of Treasury cures of Foreign Assets Central. 29. TAX REPRESENTATIONS AND AGREEMENTS. Lex ce reponsems, wanun a and agam thaC (a) neither Leasee Dar any of its alRlimes) ha claimed an will claim that Lessee is the owner of the Equipment or any portion Ihmreof ar lbal Levee is otherwise entitled m all m any of the Environmental Financial Incentives except av authorized by [be Lessor, and neither Lessee nor any of its Affiliate' will file any tax ..m or take any position the, is in ervistent with the Imaunent of Lessor m the owner of the Fquipment or my proton thereof. (b) Lessee has not previnaly.asigned to any other parry any rights to The Environmental Financial Incentives, sad Lessor has no knowledge that my other Funny has a righl or has claimed a right b all or any pan of the Environm -tal Financial Incentives: (c) Leases will provide m Lessor for its desigood on a firmly basis any documentation required in support eligibility foram to establish the amore army grants in lieu arse coedits that essor may claim: I.) following submission of any application by Lessor for grants in lieu of Tax credits. Loose will provide to Lessor (or its designee) on a timely bssia any documentation rc,mroxi or demonstrate Nat the Equipment ournms eligible for tbe grants and such other documents as Lesear at the United Sates Demmmrnt ofthe Treasury ('Treasury') may requm: IU all information That Leewc has provided to Loeser pursuant to this Lease is or will be me and accurate in all material mpecrs. and Lessee will promptly infant, Lessor if Lessee determines Nan my such infmmmian was materially inaccurate or ine.l: and (g) Lessee shall ..as and deliver such other certificates and other due ... nu and take such other nations se may be reasonably requested by Lessor in furtherance of grants in lieu of as credits that Lessor will claim with rest -t a the Equipment 30. MISCELLANEOUS. This Lease and the Installation Agreement constitute He entire agreement between Lessor and Levee am may be mmi0ed only by . mass Indonesia, signed by Lessor and Leave. Any prevision of this Lease that is mmn0meable in any jmimiction shall, a eta such jurisdiction, he inef ee,ive to the extent of such unenfemubilby without invalidating the resnaining previsioe of this Leave, and any such unenfinesability in any jurisdiction shall and render menfowble such provision in any other junsNctim_ Paragraph headers art for convenience only, are nod part of this Lease and shall not Is, dmenad to effect the meaning or cmamuction of any ofthe pro mirm hereof In the went them is mane than ore Lessee named in this Isavo, he obligations ofeach shall bejoint and several. Lessor may in its sole discrdion, accept a phrmcopy, electronically transmitted facsimile or other reproduction of this Lease (o "Counterpart ") as the binding and eff live recoM of this Luse whether or nor an ink signed espy hereof is also ceoived by Lessor fmm Lessee, provided, however. that if Lessor mesa. u Counmrlurd as the binding and elrwti.e rwoN ber -L the Cormorant acknowledged in writing above by Lessor shall mrtiture the ward hereof Lessee agree that such Cow¢rino reecived by Leaser, shall, when acknowlmged in writing by Lessor, cmatidme an original document for the purposes of cNablishing the provisions thereof end shall be legally admissible under be bat evidance rule and binding on and enforceable against Lusce. If Lessor accepts a Counterpart as the binding and effective record hereof only such Counterpart acknowledged in writing above by Lessor shall be marked "Original" and to the extent that this Lease comtiaa chattel paper, o security inmost may only be cnatm in the Lease the, bears Lower'. ink signed acknowledge.-, and is meted "Original' This Lease shall in all rapers be ravened by, and command in exa mdance with the mbslanlive 1. of the side of New York, end be Parties (i) ago¢ that any disputes aising under this Lease shall be adjudicated by . judge of he car having jurisdiction and shall be venued in Eric Comq, New York and OD waive any right they may have to a jury trial army claim or cause of action bioed on or rasing our of this Lease_ TIME IS OF THE ESSENCE WITH RESPECT TO THE OBLIGATIONS OF LESSEE UNDER THIS LEASE. live a Is., LlwM I's— mwsoay, Ine -.. &ftduleA De.,Wt afEl il.W saeilrunnw.: 8(te Addreer l Jam. L. G,h Ue, bhuin. NY 14850 64— Size (Cnpwi ➢l 24. 84kW Pvrimmedyeor l Produnion 16.483kWh S". Dnien P!v (108) &1— Modu(er; Qy (4) Imnrcr Delivery Polnr Win orlldbutlon Purml Uulgr /(nsm(I See below Porrireplun mrd sYsrem lava V.. I e,.1r ".. Lgn, Me -.Fg Sc/re0ub B eesk Renl Sehatbles Month Estimated kWh Estimatetl Elemrlgl Sayin a Monthly Pmt Estimated Total Cast 25andraos, January 1236 $74.16 $125.00 - $50.84 February 1497 $89.82 $125.00 - $35.18 March 2322 $139.32 $125.00 $14.32 April 2775 $166.50 $125.00 $41.50 May 3249 $194.94 $125.00 $69.94 June 3144 $188.64 $125.00 $63.64 July 3302 $198.12 $125.00 $73.12 August 2909 $174.54 $125.00 $49.54 September 2350 $141.00 $125.00 $16.00 October 1760 $105.60 $125.00 - $19.40 November 982 $58.92 $125.00 - $66.08 December 959 $57.54 $125.00 - $67.46 26485 $1,589.10 $1,500.00 $89.10 I. Lessor shall not be liable for any delay or impuirmenl of performance resulting in whole or in part from Act. of God. severe eather conditions, labor disruption'.grvemmemal decrees or rnntmis. insurrection I. war risks. shortages. inabil ity to procure or ship pmduct or obmi a perm its and licenses, supplies of mmenals. or any other cireumsmnces or muses beyond the ttmtml of lsrsar is the conduct of its business. 2. Esimmed Electrical Saving. is contingem upon cusbmer'scanentenA pe,kWh l$AWhlfmmthettility, company and is not a guaranty by Lessor. rs, 6 o,9 sa.,rm„m Er d- eassaw m, . �SE S duk C P,ry O .W. lit any renewable energy Credit sales agreement; (ii) the inte=nnwion agreement; (iii) m ule wananties; and (w) Invener wanantles. wva swvswa,�mmooun� r�a.,,r. m =. tense Installation Agreement This Installation Agreement (the "Agreement "), dated as of April 4, 2012, is between Solar Liberty Energy Systems, Inc. ( "Installer "), Solar Liberty Electric Company, Inc. ( "Owner "), and City of Ithaca, (the "Customer "), collectively the "Parties ". Installer agrees to sell and install and Owner agrees to purchase a Grid- Intertie Photovoltaic Generating System (the "System", as further described below), at the Installation Location, as defined in paragraph I below, for the consideration and upon the terms and conditions set forth herein. Upon such sale, Customer shall lease the System from Owner in accordance with the Equipment Lease Agreement, executed by and between Owner and Customer for lease of the System and executed contemporaneously herewith ( "Lease "). Further, the parties hereto agree that all rights and warranties provided to Customer shall continue through the term of the Lease- 1. Installation Location I James L. Gibbs Dr., Ithaca, NY 14850 108 (Physical Address): 24 840 2. Expected Date of Installation: The later of January 1, 2013 or 180 Days of NYSERDA's approval Total: 3. System Cost Breakdown: Photovoltaic Modules $109,792.80 Inverter $14,531.40 Mounting Racks $12,916.80 Conduit, Wires, and Material $4,843.80 Engineering $3,229.20 Installation $16,146.00 Total System Cost or Contract Price = $161,460.00 (Before NYSERDA Incentive) 4. DC Wattage for the System: 24,840 Number of PV Panels (x) Standard Rating (DC Watts Total (Nominal) DC Watts 108 230 24 840 5. NYSERDA Incentive: NYSERDA Incentive Rate x) Total System DC Watts Total NYSERDA Incentive $1.50 24,840 $37,260.00 Total: $37,260.00 iw6262w 6. System Cost After NYSERDA Incentive: Total System Cost ( -) NYSERDA Incentive Total Net System Cost $161,460.00 $37,260.00 1 $124,200.00 7. Major Equipment Proposed: Brand of PV Modules REC Solar Model of PV REC 230 PE -US Location of Utility Lockable AC Disconnect As Shown on Site Plan Modules Roof Brand of Inverter SMA Model of Inverter SMA 5000, 8000 Brand and Model of Roof Mounted Mounting Equipment RackinR System Brand and Model of N/A Batteries 8. Estimated Annual Output: Estimated Annual Output in kWh 26,485 Owner and Customer understand that the System output is dependent upon climatic conditions which are naturally variable, and therefore the actual output of the System over any consecutive twelve (12) month period may be higher or lower than the Estimated Annual Output stated above. 9. Equipment Location: Location of Inverter and PV System Meter As Shown on Site Plan attached to the Lease "Site Plan ") Location of DC Disconnect As Shown on Site Plan Location of Utility Lockable AC Disconnect As Shown on Site Plan Owner and Customer understand and agree to the appearances, locations and mountings as described above. 10. Installation of the System: System T e Net Meterio Battery es/No) Mounting Type Grid Connected I Yes I No Roof Installer agrees to install the System on the Installation Location. Installer agrees that any equipment used for the System shall be new equipment and that any installation shall not commence prior to the approval of Installer's NYSERDA PON -2112 Solar PV Program incentive application. Except for any obligations which are explicitly and specifically set forth herein, Installer is responsible for the installation of a fully operational System for Owner, which generates and delivers energy to the point of interconnection for use by Customer. 144026719 In connection with the installation of the System, Installer agrees as follows: (i) all work shall be completed in compliance with all building codes and other applicable laws, including the New York State Building Code and the National Electrical Code, and to the extent required by law, shall be performed by individuals duly licensed and authorized by law to perform the work; (ii) all components will be UL, or CSA, or ETL or similarly listed as required by NEC; (iii) shall, at its own expense, obtain a building permit, if required, and electrical inspections necessary for the work to be performed; (iv) in the event the System is a ground mount system or otherwise requires excavation, the Contract Price, as defined in Section 3, does not include the excavation of any excessive rock or any bedrock by Installer; (v) shall install and initiate operation of the System in compliance with all applicable distributed generation laws and ratings in effect at the time of the installation, but will have no liability for future possible changes to such laws or rulings or their affect on the operation of the system; and (vi) upon completion of the installation of the System, Installer will remove all debris accumulated by the installation and rough grade over any excavation work. Installer may at its discretion engage subcontractors to perform work hereunder, and Installer will fully pay such subcontractors and in all instances remain responsible for the proper completion of the installation of the System and compliance with this Agreement. All change orders shall be in writing and signed both by Owner and Installer, and shall be incorporated in and become a part of this Agreement. Owner and Customer understand that the System is a Grid- Intertie Photovoltaic Generating System that is required by state and utility company regulations to disconnect and shut down in the event of a utility or electric grid failure, and will not provide back -up power in the event of such a failure. 11. Payment Schedule: In consideration for Installer's installation of the System, Owner agrees to pay to Installer the system cost as further described in Section 3 (the "Contract Price "). The full Contract Price shall be paid within thirty (30) days of the System achieving substantial completion of the construction of the System so that it becomes fully operational and commences generating energy and delivering it to the point of interconnection for use by Customer. In the event that the total Contract Price is not received in accordance with the terms hereof, Installer reserves the right to lock the System in a turned off, non - functioning position, and pursue any other remedies until full payment is received. W02670 Owner has relied upon Installer to include any and all costs associated with the complete installation of the System to be included in the Contract Price. In the event that additional costs are required by Installer, Installer shall submit a written request to Owner explaining the reason for such additional costs and the additional amounts that are being sought. Installer and Owner shall make reasonable efforts to agree on a change order and revised Contract Price. If the parties are unable to come to an agreement within thirty (30) days of written notice, Installer may cancel the Agreement without penalty. Upon such cancellation, Owner shall fully refund any amounts paid by Installer, less any reasonable fees and expenses incurred by Installer. 12. Title: The Parties hereto agree that title to material, supplies, equipment and other goods covered by this Agreement will pass to Owner upon receipt by Installer of the full Contract Price. In addition, Installer will take all necessary steps to assign all manufacturers' warranties for the System to Owner. Title to all the material, supplies, and equipment incorporated or to be incorporated into the System shall be free and clear of all liens, claims, security interests or encumbrances and Installer warrants and shall defend such title, at its sole expense, against the claims of third parties. Installer shall immediately notify Owner of the assertion of any lien or encumbrance upon the System or any part thereof. 13. Eligibility to Receive NYSERDA Incentive: The parties hereto agree and acknowledge that Installer is a NYSERDA Eligible Installer and is eligible to receive the NYSERDA incentive rebate as shown above pursuant to NYSERDA PON -2112. Customer is an electric distribution customer of a local electric provider who contributes to the Renewable Portfolio Standard/System Benefits Charge. Any and all incentive amounts received from the NYSERDA PON -2112 Solar PV Program will be applied in its entirety to Owner's system cost. 14. Termination: In the event that (i) Installer fails to submit a completed Incentive Application to NYSERDA, (ii) the Incentive Application is not approved by NYSERDA, (iii) the NYSERDA Incentive received by Installer is less than the amounts provided in Section 5 hereo% or (iv) the structural framing of the Installation Location's building does not support the installation of solar panels and ballasts, Owner or Installer may, prior to the start of the installation and at its sole discretion, terminate this Agreement without penalty and any payments made by Owner or Installer will be refunded less any reasonable fees and expenses. The parties agree that Owner or Installer may terminate this Agreement with no liability in the event that the local electrical utility denies acceptance of the System's interconnection due to area network restrictions. Customer agrees to use commercially reasonable efforts to assist Owner and Installer in entering into a metering agreement with the local electrical utility. 15. System Warranty: 19 0267v Installer warrants the full System for five (5) years to Owner and Customer (the "System Warranty"), which shall commence upon the completed installation of the System and receipt of NYSERDA's final approval. Installer warrants that the System (i) has been installed in accordance with prudent industry standards and this Agreement, (ii) shall be free from defects in design, materials and workmanship under normal operating conditions, and (iii) at the time of completion, the System shall be in material compliance with applicable law. The System Warranty covers all components of the System against breakdown or degradation in electrical output of more than ten (10) percent from their original rated electrical output. The System Warranty is limited to repair or replacement of defective components or sub - systems of the System by Installer or its subcontractor. The System Warranty is limited to the actual System installed by and work performed by Installer and its subcontractors. This System Warranty does not cover intentional or accidental damage, malfunctions or service failures caused by (i) the failure of Owner or Customer to operate and maintain the System in accordance with manufacturer's warranties and prudent industry standards, or (ii) acts of God, floods, storms, lightning, fires, or actions by any federal, state, or local governmental authority. Owner and Customer agree to maintain the System in proper operating condition in accordance with manufacturer's warranties, as provided by Installer, and prudent industry standards. Owner and Customer shall report any malfunction as soon as it is noticed to Installer. 16. Insurance: Installer represents that it has purchased and has kept in force commercial general liability insurance, commercial automobile liability insurance and workers compensation insurance. Installer will provide evidence of this insurance to Owner or Customer upon request. 17. Environmental Attributes: Customer, Owner and Installer acknowledge and agree that Owner will retain ownership of all Environmental Attribute(s), as defined in Section 5 of the Equipment Lease, subject to NYSERDA's interest in any REC associated with the System's energy production. 18. Data Monitoring and Reporting: Customer agrees to take readings measuring the energy generation by the System every six (6) months for the first three (3) years of the System's operation. All such readings and measurements taken pursuant to this Section shall be delivered to Installer in order to be submitted to NYSERDA. Notwithstanding the foregoing, the Parties may agree that either Owner or Installer is responsible for taking such readings or measurements. 19. Access to the System: Owner and Customer each agree that it will provide (i) NYSERDA or its representative with reasonable access to the System for inspection purposes, provided that NYSERDA shall provide Owner and Customer with three (3) days written notice of such inspection, and (ii) Installer or its representatives with reasonable access to the System in order to for Installer to 10 2670 conduct inspections and/or System maintenance during the 5 year warranty period. 20. Customer Acknowledgments: In connection with the installation of the System, Customer acknowledges and agrees as follows: (i) NYSERDA and its representatives are permitted reasonable access to the System for inspection purposes and Owner and Installer are permitted reasonable access to the System for inspection and maintenance purposes, pursuant to the limitations set forth in Section 18; (ii) Customer shall be responsible for any costs associated with bringing any building or structure that the System will be installed on at the Installation Location up to code in order to pass building and electrical inspections and obtain necessary permits and for any costs associated with structure upgrades required, as determined by Installer, to support the System; (iii) NYSERDA will hold the title to any Renewable Energy Credit (" REC ") associated with the System's energy production for three (3) years from the date of System operation, pursuant to the terns of the NYSERDA PON -2112 Solar PV Program; (iv) Customer shall enter into the Equipment Lease with Owner; and (v) Installer has permission to take images (including motion picture or still photographers) of the System at the Installation Location for any purposes, including advertising, promotion and marketing. 21. NYSERDA Terms and Conditions: NYSERDA's website www.powernatura0v.org contains information on NYSERDA and the funding program under which support for this System will be requested. Customer and Owner understand that neither NYSERDA nor the State of New York: (1) endorse any Eligible Installer, or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or carried out by an Eligible Installer. Additionally, NYSERDA is not responsible for assuring that the design, engineering and construction of the project or installation of any the System is proper or complies with any particular laws, regulations, codes, licensing, certification and permit requirements, or industry standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the System or the adequacy or safety of such measures. NYSERDA will not make any payment of the incentive rebate to Installer without proofs that all required permits and approvals have been obtained. The Parties agree to collaborate with NYSERDA's Director of Communications should s/he prepare any press release or plan any news conference related to the System and authorize NYSERDA to use System photographs in brochures, on its website and in other print materials. 22. Governing Law: IW2670 This Agreement is governed by the laws of the State of New York, notwithstanding choice of law provisions, and any disputes arising under this Agrcement shall be venued in Erie County, New York. 23. Notices Any written notice under this Agreement shall be deemed to have been given when actually delivered. Any such written notice may be delivered personally, or deposited with a nationally recognized overnight courier service or in the United States mail, postage prepaid, addressed to recipient at the following address, or at such other address as the applicable party may request in writing: If to Installer: If to Owner Solar Liberty Energy Systems, Inc. Solar Liberty Electric Company, Inc. 6500 Sheridan Dr. Suite 120 6500 Sheridan Dr. Suite 120 Buffalo, NY 14221 Buffalo, NY 14221 Phone: 716- 634 -3780 Phone: 716- 634 -3780 Email: Nathan @solarliberty.com Email: AKRiazo @solarliberty.com If to Customer: Mailing Address: City of Ithaca Controllers Office 108 E Green St. Ithaca, NY 14850 Phone: (607)274-6570 Email: dbelmaker@cityofithaca.org - 24. Entire Agreement; Modifications: This Agreement and the Lease and NYSERDA's Addendum to Customer Purchase Agreement attached hereto as Exhibit A ( "NYSERDA Addendum "), is the entire agreement between the Parties and supersedes all other oral and written communications and representations. In the event of a conflict between terms of this Agreement (including any and all attachments hereto and amendments thereof) and the terms of the NYSERDA Addendum, the terns of the NYSERDA Addendum shall control. Customer may, but is not required to, consult an attorney prior to entry into this Agreement or the Lease. This Agreement shall bind the respective parties hereto, their successors, legal representatives and assigns. Modifications to this Agreement most be made in writing and signed by all parties. 10002670 25. Assignment: This Agreement shall be binding upon and shall more to the benefit of, and shall be enforceable by, the Parties and their respective successors and assigns as permitted by and in accordance with the terms hereof. Installer may not assign this Agreement without the consent of Owner. Owner may assign its interest in this Agreement and sell or grant a security interest in all or any part of the System without notice to or the consent of Customer. In the event of a change in ownership or title of the Installation Location, Customer may assign this Agreement, upon notice to Installer and Owner to the new owner of the Installation Location, provided that such new owner assumes this Agreement and the Lease Agreement in writing and customer shall reimburse Owner for any loss of Environmental Financial Incentives or Environmental Attributes. 26. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page of any such counterpart, or any electronic or facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy, .pdf- format or other facsimile transmission of any signature of a party hereto shall be deemed an original and shall bind such party. [Signature Page Follows] 14403679 This Agreement entered into this the day of 20 . INSTALLER: OWNER: Solar Liberty Energy Systems, Inc. Solar Liberty Electric Company, Inc. By: Nathan T. Rizzo By: Adam K. Rizzo Its: Its: CUSTOMER: City of Ithaca By: [Print Name] wau2670 EXHIBIT A NYSERDA Addendum [Insert provisions] IW26M PON 2112 Incentive Application Form Attachment B INCENTIVE APPLICATION FORM Name of Eligible Imtaller /Installer Number: Nathan Ri= /4116 Eligible Installer Email: Naffions }scladibctty.com Name ofCompany: Solar Liberty Energy Systems, Inc. Eligible Installer Phone: 71W43780 Owner Name: City of Ithaca Youth Bureau Owner Phone Number: (607) 2746570 Installation Address: I lames L. Gibbs Dr. City: Ithaca State: NY Zip: 14850 Mailing Address (ifdiRerent form installation Address City: State: Zip: Owner Email: dbelmaker@cityofithaea.org Utility Service Territory: NYSEG Expected Date of Installation: January 1, 2013 Expected Date of Interconnection January 10, 2013 Please attach proofof payment by customer into Renewable Portfolio Standard (as shown can utility bill or letter form utility) Building or Customer type Check all that apply: _ New Construction _Existing Home _Commercial _Single Family _ 24 Family Residential _Mullifamily _Agricultural _Industnal _Educational _Not For Porfit x Municipality/Government _Other Required System Documentation- Each Incentive Application must include as attachments: site map, shading analysis, three -line electrical drawing, and utility bill. PV Panel Manufacturer. REC Solar PV Panel Manufacturer: Invener Manufacturer: SMA Inverter Manufacturer: Inverter Elficiency: 96.0% Total System Production kW (DC at STC): Customers Annual Electric Usage (kWh): Expected Annual kWh Produced by System Total Cost Before Incentive: $161 Incentive Calculation: 37260 Model: RFC 230 PE -US Number.0mcls: 108 Model: Number of Panels: Model: SMA M. 8000 Number of InvcMcrc 4 Model: Number of Inverters ) rientation: 130 &220 Tilt 10 24.84 Total System Production AC: 20943.36 153840 26485 Annual Electrical Offset Associated with the PV System: 17.22% (Must Not Be Greater Than 110 %) Incentive Total: $37,260.00 Estimated Annual losses from shading: 0 kWh 0.00% Estimated Annual losses from orientation. tilt. etc.: 959 kWh 3.60% Estimated Annual losses from shading &orientation: 959 kWh 3.60% Does total Square footage of PV army exceed 4.000 square feet: No 1f Batteries are a part of this System. What is their capacity: No PON 2112 Incentive Application Form Attachment B Clipboard Audit: The Company/ oaaller agrees to complete a clip board audit consisting of two main components: an interview ofthe home/building owners to ascertain energy use habits and the age ofthe building. and an inspection ofthe building to identify potential energy efficiency monsures, especially low and no cost measures that could reduce the electricity load ofthe building. This would include an inspection ofthe herd -wired lighting systems and freestanding light fixtures, appliance ages and whether they are ENERGY STAR, the presence of advanced power strips for consumer electronics, existence of "mropire loads" related to consumer electronics and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the doors and windows, and inquiries to the owns regarding any recent installation of insulation. The PV installer would conclude the audit with a homeowner debriefing. The instal let would leave a copy of the inspection form with the owner at the and of the inspection. The form will include a description of the home, recommendations of changes to reduce electric consumption, and easy fixes the hommwner can do. The installer will also (cave a list of Home Performance Contractors that could install more complex energy efficiency measures. informational bmchums informing the owner critic details of utility or NYSERDA energy efficiency programs available to home owner, and a brochure of law cost/no cost tips fm reducing energy consumption. The inspection should last no more than 60 minutes. (initial to acknowledge requirement and adherence). Non rcddmtiel Energy MamaRantoul; The Company/ Installer will provide non- raidmtial building owners with information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent too] and, ifrequested by the building owner, assist them to inter utility bill information into the Tool in order to Produce an EUI (Energy use index)6 and, where applicable an Energy Star score. The installers should also provide informational brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark or implement energy efficiency measures as a pre - requisite to receive a PV incentive. (initial to acknowledge REQUIRED APPLICATION DOCUMENTATION: Each Incentive Application must include all dremormtation listed on the attached checklist. If ballaics am pan of this system, what is their rapacity? CERTIFICATION STATEMENT: I certify, that all information provided in this application, including worksheets, analysis, permits and approvals is true and mrect to the best army knowledge. In villa Signal. Print Name Nathan Rizzo Company Signature Print Name Nathan Rirao Customer Signature Print Name For Internal Use Only Date Received by NYSERDA Date deted Form and All Requited Attachments _Yes No Approved Denied Date: PON 2112- Solar PV Program Attachment E ADDENDUM to the CUSTOMER PURCHASE AGREEMENT All Customer Purchase Agreements most include an executed copy of this Addendum to be eligible to apply for Solar PV Program Incentives. The Eligible Installer is identified as "Installer ", the Customer or Owner is identified by "Customer ", and the Eligible Installer's Affiliated Entity is identified as the "Company ". Solar PV Program Incentives arc only available for the installation of new equipment and PV Systems that have not been installed (partially or completely) prior to NYSERDA approval of the Incentive Application. Incentives will not be provided directly to the Customers but are paid to the NYSERDA Eligible Installer, who must then apply the entire approved amount to the Customer's system cost. The Final Invoice Checklist, completed and signed by the Installer and Customer at the time of commissioning, must accompany the Final Incentive Payment Form submission. Review of System Design NYSERDA will review the design of the PV System considering issues including, but not limited to, system layout, orientation, shading, expected output, etc. NYSERDA approval of the Incentive Application is contingent on adherence to the proposed system design. Installers must receive approval from NYSERDA for any material modification of the proposed system or its components, or the incentive may be revoked. All potential system output losses (after all equipment loses am applied) associated with shading, system orientation, tilt angle, etc. may not exceed 20% of optimal system output to receive the full incentive. Such losses must be detailed in each application package using industry accepted shading and orientation tools, verifiable assumptions and calculations. System with losses greater than 209/6 of optimal output due to shading and orientation issues may be considered on a case -by -case basis. However, any available incentives for these systems will be prorated by output loss. In cases where trees or any other obstruction must be removed or moved in order to meet the program mles, incentive payments will not be made until the obstructions are removed and a new shading analysis and photos have been submitted and reviewed by NYSERDA. Any trees or obstructions must be clearly labeled in the site map. Qualified Customers: Incentives arc available to electricity distribution customers of Central Hudson Gas & Electric Corporation, Consolidated Edison Company of New York, Inc., New York State Electric & Gas Corporation, Niagara Mohawk Power Corporation, Orange and Rockland Utilities, Inc. and Rochester Gas and Electric Corporation who contribute to the Renewable Portfolio Standard/System Benefits Charge (sometimes referred to as "RPS /SBC" as a line item on bills). Warranty: Both the Eligible Installer and the Affiliated Entity shall offer a full transferable warranty to the purchaser of the PV System installed under this Customer Purchase Agreement for a period of (5) years after the Eligible Installer has completed the installation and NYSERDA's final approval has been provided. This warranty coven: all components of the system against breakdown or degradation in electrical output of more than ten percent from their original rated electrical output.This warranty covers the full costs including labor and repair or replacement of defective components or systems. If a battery back -up is installed under this Agreement, the Eligible Installer and the Affiliated Entity shall offer a full warranty to the purchaser for the battery system for a period of 2 -years after installation. This warranty covers the battery system against breakdown and covers the full costs. Title to Renewable Energy Credits: Renewable Energy Credits (RECs), which may also be referred to as green power attributes or tradable renewable credits (TRCs), are the environmental benefits associated with electricity that is generated from renewable sources such as wind or solar. PON 2112 Incentive Application Form Attachment E Funding from New York State's Renewable Portfolio Standard (RPS) contributed to develop the PV System identified in this Customer Purchase Agreement. The parties acknowledge that for the first three years of operation of the PV System funded under this program, NYSERDA will hold title to the RECs. Data Monitoring and Reporting: For a period of three years, the Installer Customer (Please designate and initial) must take readings measuring the energy generation of the PV System every six momhs. For systems 25 kW and higher meter readings most be taken monthly and repotted to NYSERDA every six months for the three year monitoring period. While the customer may be responsible for taking meter readings, all meter readings must be submitted to NYSERDA by the Eligible Installer. Quality Control: For quality control purposes, Customer most provide NYSERDA or its representative with reasonable access to the PV System for inspection purposes. Final incentive payments may be contingent on NYSERDA inpection of the installed PV System. Publicity and Site Events: Customers and Installers are required to collaborate with NYSERDA's Director of Communications should they prepare any press release or plan any news conference related to the PV System. NYSERDA is authorized to use the PV System photographs in brochures, on its website, and in other print materials. Tax Incentives: Customers are encourages to consult the IRS (see www.irs.gov), the NYS Dept. of Taxation and Finance (see www.tax.statemy.us) and with an accountant/tax advisor for details on eligibility for the credit provided in the law, regardless of whether the Installer has provided information regarding the expected tax benefits (real property, federal or state tax incentives, or sales and use tax exemptions). Cost Estimate/Total System Price: The Customer has relied upon the Company/Installer to include any and all costs associated with the complete installation of the proposed PV System in the Customer Purchase Agreement If additional costs are sought from the Customer, the Customer Purchase Agreement may be cancelled without penalty and the customer may seek a full refund of any deposit paid to the Company /Installer or costs the Customer incurred under this Agreement, less any reasonable site visit fees charged by the Company /Installer. Incentive Estimate: If the Installer does not submit a completed Incentive Application to NYSERDA, or if the Incentive Application (a) is not approved by NYSERDA or (b) if NYSERDA approved a lower incentive, the Customer may terminate this Customer Purchase Agreement without penalty and seek a full refund of any deposit paid to Installer or costs he or she incurred under this Customer Purchase Agreement, less any reasonable site visit fees charged by the Company/Installer. PV System completion /commissioning: The Company/Installer agrees to complete the installation of th PV System, and request necessary inspections, within 120 days of NYSERDA's approval to the Incentive Application. Unless written approval of an extension has been issued by NYSERDA, the Company /Installer will be required to remm any and all incentive payments to NYSERDA if this milestone has not been met. Clipboard Audit: The CompanyMstaller agrees to complete a clipboard Audit consisting of two main components: an interview of the home owners to ascertain energy use habits and the age of the building, and an inspection of the building to identify potential energy efficient measures, especially low and no cost measures that could reduce the electricity load of the building. This would include an inspection of the hard -wired lighting systems and free - standing light fixtures, appliance ages and whether they are ENERGY STAR, the presence of advanced power strips for constumer electronives, existence of "vampire loads" related to consumer electronics and battery chargers, use of programmable thermostats or timers for air conditioners, age and condition of the doors and windows, and inquiries to the owner regarding any recent installation of insullation. The PV installer would conclude the audit with a home owner debriefing. PON 2112 Incentive Application Form Attachment E The installer would leave a copy of the inspection form with the owner at the end of the inspection. The form will include a description of the home, recommendations of changes to reduce electric consumption, and easy fixes the homeowner can do. The installer will also leave a list of Home Performance Contractors that could install more complex, energy efficiency measures, informational brochures informing the owner of the details of utility or NYSERDA energy efficiency programs available to home owner, and a brochure of low cost/no cost tips for reducing energy consumption. The should last no longer than 60 minutes. Customers will not be required to implement energy efficiency measures as a pre - requisite of receiving a PV incentive. Non Residential Energy Assessment. The Company/Installer will provide non - residential building owners with information on Energy Star's Portfolio Manager Benchmarking Tool or other equivalent tool and, if requested by the building owner, assist them to enter utility bill information into the Tool in order to produce an EUI (energy use index) and, where applicable an Energy Star score. The installers shoudl also provide informational brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark or implement energy efficiency measures as a pre - requisite for receiving a PV incentive. Consumer Information: New York consumers and cutomers are encouraged to consult the New York State Office of the Attorney General websiu for consumer information: http: / /www.ag.ny.govlbweaus/ consumer_ frauds /tips/home_improvements.html The NYS Customer Protection Board offers additional information with the following publications: http://www.nymnsumers.gov/pdf/home improvement bmchure.pdf Conflicting Terms: In the event of a conflict between the terns of the Cutomer Purchase Agreement (including any and all attachments thereto and amendments thereof) and the terns of this Addendum, the terms of this Addendum shall control. Communication with Customer: Installer, Company and Customer agree that NYSERDA may, at NYSERDA's discretion, communicate by voice and/or written format with any PV System Customer with respactto any matter relevant to a proposed or installed PV System. Such communications may be in reply to an inquiry from a Customer or at NYSERDA's initiation. Disclaimer: The Customer understands that neither NYSERDA nor the State of New York: (1) endorse any Eligible Installer; or (2) guaranty, warranty, or in any way represent or assume liability for any work proposed or carried out by an Eligibile Installer. Additionally, NYSERDA is not responsible for assuring that the design, engineering and construction of the project or installation of any solar electric generation system is proper or complies with any particular laws, regulations, codes, licensing, certification and permit requivnents, or industry standards. NYSERDA does not make any representations of any kind regarding the results to be achieved by the solar generation systems of the adequacy or safety of such measures. Certification Statement: By signing, all parties certify that they have read and understand the above information and requirements and agree to abide by them. NYSERDA will not accept an application from an Installer if the date of the signed contract is over 30 days prior. PON 2112 Incentive Application Form Attachment E Customer: By signing below, the customer certified that he or she contributes to the Renewable Portfolio Standard (RPS)/ System Benefits Charge (SBC) through a monthly electric utility bill. Please email NYSERDA at PV Qnyserda.org regarding any questions, or to check the status of your application. Customer Signature: Date: Print Name Eligible Installer: Bt Signing below, the Installer certifies that he or she is: (1) Eligible to participate in NYSERDA's Incentive Program; (2) in compliance with Terms and Conditions of NYSERDA's program; and (3) is bound by the Terms and Conditions of this Customer Purchase Agreement. Eligible Installer Signature: Date: Print Name: Nathan Rizzo Affiliated Entity: By signing below, the Authorized Representative of the Eligibile Installer's Affiliated Entity (Company) certifies that the Eligible Installer is working for said company and is in compliance with NYSERDA's Incentive Program. By signing below, the Company is bound by the Terms and Conditions of this Customer Purchase Agreement. Authorized Company Signature: Date: Print Name: Nathan Rizzo SOIARIIBERTY March 19, 2012 Steven P. Thayer City of Ithaca 108 E. Green St. Ithaca, NY 14850 Solar Liberty 6500 Sheridan Drive, Suite 120 Buffalo, New York 14221 Re: Benchmark Audit Letter Dear Mr. Thayer, All commercial recipients of NYSERDA PON 2112 incentives must receive this information. Please review the material to determine if you will require additional assistance. Also please acknowledge receipt of this information by initializing this document below. Eligible Installers shall provide non- residential building owners with information on ENERGY STAR'S Portfolio Manager Benchmarking Tool, or other equivalent tool and if requested by the building owner will help them enter utility bill information into the Tool in order to produce an EUI (Energy use index) and, where applicable an ENERGYSTAR score. Eligible Installers shall also provide informational brochures on NYSERDA and utility energy efficiency programs. Customers will not be required to benchmark or implement energy efficiency measures as a prerequisite to receiving a PV incentive. The building owner must sign acknowledging that the information was received. A copy of the signed acknowledgement must accompany the application and be uploaded into Powerclerk. The links below are to Energy Efficiency programs that are available through the EPA and NYSERDA and your local utility company. http: / /www.en ergystar.gov /ind ex.cfm ?r- evaluate _performance. bus _portfolioma nager http: / /www.nyserda .org/programs /energyaudit.asp http://www.nyserda.org/programs/flextech-asp Customer Installer initial THE FUTURE OF ENERGY INDEPENDENCE' Dorporal.H.ad ... do. 690 should.. DO., S.R. 130 60.60.RENEW i736391 M aoladlbau,.uom Buffalo, NY 14221 866/0/8413 A. Ialc®solatllhay.com