ENGINEERING, PROCUREMENT, & CONSTRUCTION (EPC) …

1 Template 1 engineering , procurement , & CONSTRUCTION (EPC) AGREEMENT THIS EPC AGREEMENT ("AGREEMENT") IS MADE EFFECTIVE AS OF [DATE] (THE EFFECTIVE DATE ) BETWEEN [CEFIA HOLDINGS LLC, A CONNECTICUT LIMITED LIABILITY COMPANY] ( CLIENT ) AND [ COMPANY NAME ], A [ COMPANY TYPE ] WITH OFFICES AT [ COMPANY ADDRESS ] ( EPC CONTRACTOR ), (EACH, A PARTY AND TOGETHER, THE PARTIES ) FOR THE DESIGN, CONSTRUCTION AND INSTALLATION OF A SOLAR PHOTOVOLTAIC SYSTEM (THE SYSTEM ) AT [ PROJECT LOCATION ]. 1. DEFINITIONS The following terms shall, for all purposes of the Contract Documents comprising this Agreement, have the meanings stated herein, unless the context otherwise specifies or requires, or unless otherwise defined in the Contract Documents.

2 Claim has the meaning given it in Section Client s Agent has the meaning given it in Section Completion Cost has the meaning given it in Section CONSTRUCTION Documents consist of the architectural, mechanical, electrical, and engineering plans, drawings and specifications as specified in Schedule #11 (including the specifications for Major Equipment as set forth in Schedule #1 and for System Specifications as set forth in Schedule #2), together with all approved Project Change Orders, addenda and revisions thereto.

3 Contract Documents consist of this Agreement, together with all exhibits, and schedules hereto, the CONSTRUCTION Documents, the Project Schedule, and any mutually executed, written modifications and amendments to any of the aforementioned, including Project Change Orders. Contract Sum is the amount set forth in Schedule #6. DAS has the meaning given it in Section Day means a calendar day unless otherwise specifically defined. engineering Services Company means any company that is engaged for services provided by its Professional Engineers.

4 Final Completion means the full completion of all Work, including the satisfaction of all conditions for Substantial Completion, together with those set forth in Schedule #10. Final Completion Date means the date that Client makes the Final Completion payment (Payment #6 in Schedule #6) to EPC Contractor, which will be no later than the Required Final Completion Date. Final Project Size has the meaning given it in Section Template 2 Force Majeure means any act or event that directly delays or prevents a Party from timely performing obligations under this Agreement or from complying with conditions required under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by, and is beyond the reasonable control of and without the fault or negligence of, the Party relying thereon as justification for such delay, nonperformance.

5 Or noncompliance, which includes, without limitation, an act of God or the elements, extreme or severe weather conditions, explosion, fire, epidemic, landslide, mudslide, sabotage, terrorism, lightning, earthquake, flood, volcanic eruption or similar cataclysmic event, an act of the public enemy, war, blockade, civil insurrection, riot, civil disturbance, or strike or other labor difficulty caused or suffered by a Party or any third party beyond the reasonable control of such Party, or an extended grid power failure.

6 However, financial cost or failure to secure adequate labor or any necessary materials or equipment alone or as the principal factor shall not constitute grounds for a claim of Force Majeure. Governmental Authorities shall mean each of the United States of America, the State of Connecticut, and local municipal governments, in each case to the extent having jurisdiction over Client, EPC Contractor, the Project Site, the Work, Services, and or the Project. Guarantee Period means the time during which the Performance Guarantee is in effect under the terms of this Agreement.

7 Hazardous Materials has the meaning given it in Section "Holdback Amount has the meaning given it in Section IEER means the Insolation-adjusted Expected Energy Ratio, calculated using the DAS as follows: (x) actual kWh divided by expected kWh, divided by (y) actual insolation (as measured by irradiance sensor) divided by expected insolation. Interconnection Agreement means that certain Generator Interconnection Agreement to be signed by and between the Utility and Purchaser, as well as Client, if necessary. Initial Project Size has the meaning given it in Section Legal Requirements shall mean all present and future laws, codes, ordinances, statutes, requirements, orders and regulations of a Governmental Authority, ordinary and extraordinary, foreseen and unforeseen, all industry safety standards and all other standards and regulations referred to elsewhere in the Contract Documents and all directions, requirements, orders and notices of violations thereof.

8 Liquidated Damages means damages in the amount the Parties designate herein for the injured Party to collect as compensation upon a specific breach of this Agreement. Any sums payable hereunder in the nature of liquidated damages, and not as a penalty, are fair and reasonable under the circumstances. Major Equipment means equipment set forth on Schedule #1. Material Supplier means a person or entity retained by the EPC Contractor to provide, or through which the EPC Contractor or any Subcontractor purchases, material and or equipment for the Work.

9 Template 3 Mechanical Completion means when the Work is mechanically, electrically and structurally complete, in accordance with the requirements of this Agreement, Prudent Industry Practices and is capable of delivering electricity to the applicable delivery point, in the reasonable discretion of Client such that all requirements of this Agreement have been achieved, including the delivery of an executed Schedule #8. Mechanical Completion Date means the date that Client makes the Mechanical Completion payment (Payment #4 in Schedule #6) to EPC Contractor, which will be no later than the date set forth in the Project Schedule provided that Client has approved, or otherwise indicated any required changes and reasonable basis for same, all in accordance with this Agreement.

10 Notice to Proceed means the Client s written acceptance of the Request to Proceed and release by the Client to the EPC Contractor to commence the Work. Others means other contractors and or persons at the Project Site who are not employed or retained by the EPC Contractor, its Subcontractor(s) and or Material Suppliers. Party or Parties has the meaning set forth in the Recitals. Permit means all permits, licenses, approvals, consents, orders, registrations, privileges, franchises, memberships, certificates, entitlements and other authorizations issued by Governmental Authorities, including environmental, health and safety permits, site plan approval, building permits, certificates of occupancy, and all amendments, modifications, supplements, general conditions and addenda thereto.