These Terms and Conditions (the “T&C” or “Terms”) apply to commercial solar projects performed by SunSource, Inc. (“Contractor”). They are incorporated by reference into each Solar System Contract / Statement of Work (“Solar System Contract”) executed by Contractor and a client (“Client”). The Solar System Contract, these Terms, Exhibits A through C, the applicable state-specific provisions, and the proposal and other documents expressly incorporated together constitute the “Agreement.” Capitalized terms not defined here have the meanings given in the Solar System Contract.

Services

Scope of Work

Contractor shall furnish and perform all labor, supervision, engineering coordination, procurement, materials, equipment, tools, and contract administration necessary to design (to the extent stated in the Contract Documents), procure, install, and commission the solar energy system described in the Solar System Contract. “Services” means the work described in the Contract Documents, including engineering coordination (as applicable), procurement, installation, commissioning support, inspections coordination, and Solar System closeout.

Scope Defined by Contract Documents

The scope of Services is limited to the System and work expressly described in the Solar System Contract, the Progress Payment Schedule, and the Contract Documents. Any work not expressly included is excluded unless added by a Change Order. “Agreement Price” means the Total Contract Price stated in the Solar System Contract, as adjusted by approved Change Orders. No course of dealing, usage of trade, proposal assumptions, marketing materials, or prior communications shall modify or expand the scope absent a signed Change Order executed by authorized representatives of both Parties.

Change Orders

Extra work and change orders (“Change Orders”) become part of the Agreement once a Change Order is prepared in writing and signed by the parties prior to the commencement of any work covered by the Change Order. Contractor is not required to perform additional work or changes without written approval in a Change Order before any new work is started. Should the Client, construction lender, or any public body or inspector direct any modification or addition to the work covered by this Agreement, the Agreement Price shall be adjusted accordingly subject to the Change order process in this Section. All Change Orders must describe the scope of the extra work or change, the cost to be added or subtracted from the Agreement, and the effect the Change Order will have on the schedule of progress payments. Except for Emergency Work (defined below), a signed Change Order is a condition precedent to Client’s obligation to pay for any out-of-scope or changed work and to Contractor’s obligation to perform such work. Any change in Agreement Price caused by a Change Order shall be as agreed in writing, or if the parties are not in agreement as to the change in Agreement Price, Contractor’s actual cost of all labor, equipment, subcontracts and materials, plus a contractor’s fee of 30% shall be the change in the Agreement Price. As the solar industry is dependent on suppliers’ manufacturing capacity and cell deliveries to the United States at the time immediately prior to installation, minor variations in parts due to substitutions of like product will require a Change Order. The term “like product” means products of like quality and price-performance to the materials specified herein. If installation is delayed by more than thirty (30) days after the approximate start date due to actions or inactions of Client, Contractor will have the option to require a Change Order is executed to account for any additional costs or changes to the construction schedules. “Emergency Work” means work Contractor reasonably determines is necessary to address an imminent safety risk, prevent significant property damage, or comply with a directive of an AHJ/utility where obtaining prior written authorization is impracticable. Contractor shall provide written notice as soon as reasonably practicable and the Parties shall promptly execute a Change Order documenting the Emergency Work and pricing.

Substitution of Like Product

In the event that any specified material or equipment becomes unavailable either temporarily or permanently after the Agreement is executed, provided that such availability is a result of factors beyond Contractor’s control, then in the event of temporary unavailability, the Agreement time shall be extended to reflect the duration of time that Contractor is delayed by the unavailability, and in the case of permanent unavailability, Contractor shall be excused from providing said material or equipment and allowed to provide an available substitute. To the extent an available substitute is provided by Contractor under this provision, any increase in the cost between the originally specified material and equipment and the substitute shall be paid by Client to Contractor. Contractor may propose substitutions consistent with this provision. If a substitution increases cost or materially changes performance characteristics or warranties, Contractor shall obtain Client’s written approval via Change Order. Any increase in cost or schedule impact associated with substitutions shall be documented in a Change Order.

Special-Order Materials

Amounts invoiced for special-order or long-lead equipment are intended to fund procurement commitments. If Client terminates after Contractor places purchase orders in reliance on this Agreement, Client remains responsible for (i) costs incurred, (ii) non-cancelable commitments, and (iii) reasonable restocking/cancellation charges imposed by suppliers, plus Contractor’s documented handling and logistics costs. A Safe Harbor Purchase described in the Tax Credits and Incentives section is a special-order commitment governed by this provision.

Subcontractors

Contractor may engage qualified subcontractors and suppliers to perform portions of the Services. Contractor remains responsible for the performance of its subcontractors to the extent required by law and the Contract Documents.

Material Availability; Pricing Adjustments

Contractor’s pricing, equipment selections, and schedule are based on information reasonably available as of the Effective Date and assume timely procurement and installation. Due to the Project’s duration, supply-chain conditions, manufacturer availability, tariffs/fees, freight and logistics costs, labor market conditions, and changes in permitting/inspection requirements, materials, equipment, and quantities may change and the total Agreement Price may increase. If Contractor determines in good faith that (a) unforeseen site conditions exist, (b) additional work is required beyond the original scope, (c) specified materials or equipment are unavailable or must be substituted with comparable items, or (d) cost increases materially affect procurement or performance, Contractor shall submit a written Change Order. No Change Order Work will be performed and Contractor is not obligated to proceed with any out-of-scope work, substitutions, or cost increases unless and until the Client approves the Change Order in writing. Upon written approval, the Change Order becomes part of this Agreement, the Agreement Price and/or Progress Payment Schedule will be adjusted accordingly, and Client agrees to pay the additional amounts stated in the approved Change Order in accordance with the payment terms of this Agreement.

Invoicing and Payment Terms

Milestones Govern Invoicing

The Parties agree that the Progress Payment Schedule identifies the phases of work and the corresponding payment milestones for the Services. Contractor may invoice upon achievement of each milestone described in the Progress Payment Schedule. The “Invoice Date” column reflects the anticipated date Contractor expects to invoice. Actual invoice issuance is governed by milestone achievement. Payment is due Net 15 from the invoice date unless otherwise stated on the invoice.

Invoice Terms; Disputed Amounts

Unless otherwise stated on an invoice, invoices are due Net 15 from the invoice date. Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client must notify Contractor in writing of any good-faith invoice dispute within 10 days of receipt, describing the basis and the disputed amount in reasonable detail. Client shall timely pay all undisputed amounts. Failure to pay undisputed amounts when due constitutes a material breach. Dispute of an invoice does not excuse Client’s obligation to pay undisputed amounts.

Suspension for Nonpayment

If Client fails to timely pay any undisputed amount when due, Contractor may, after written notice, suspend performance without liability until all past-due undisputed amounts are paid and Contractor receives adequate assurance of future performance (e.g., deposit, letter of credit, or other assurance reasonably acceptable to Contractor). The Work Schedule shall be equitably extended and the Agreement Price adjusted for demobilization/remobilization or escalation impacts via Change Order.

Unforeseen Property Conditions

Within fourteen (14) days of discovery, Contractor shall notify Client in writing of (i) subsurface or latent physical conditions at the Property differing materially from those indicated in the Contract Documents or (ii) previously unknown physical conditions at the Property of an unusual nature or differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement (collectively, “Unforeseen Property Conditions”). In the event that any Unforeseen Property Conditions cause the Contractor to incur additional expense or delay the progress of the Work, Contractor shall be entitled to an equitable adjustment in the Agreement Price and the Work Schedule, as applicable.

Changes to Legal Requirements

The Agreement Price or the Work Schedule shall be adjusted to compensate Contractor for the effects of any change to a legal requirement that occurs after the date of this Agreement and as a result of such change, the performance of the Work is adversely affected. Such effects may include, without limitation, revisions Contractor is required to make to the Construction Documents because of a change to a legal requirement.

Time Impact and Availability

If Contractor is delayed at any time in the commencement or progress of the Work due to a delay in the delivery of, or unavailability of, essential materials or labor to the Project as a result of a significant industry-wide economic fluctuation or disruption beyond the control of and without the fault of the Contractor or its subcontractors which is experienced or expected to be experienced by certain markets providing essential materials and equipment to the Project during the performance of the Work and such economic fluctuation or disruption adversely impacts the availability and delivery timeframes of essential materials, equipment, or labor (such event an “Industry-Wide Disruption”), then Contractor shall be entitled to an equitable extension of the Work Schedule on a day-for-day basis equal to such delay. Client and Contractor shall undertake reasonable steps to mitigate the effect of such delays. Notwithstanding any other provision to the contrary, Contractor shall not be liable for any expenses, losses or damages arising from a delay, or unavailability of, essential materials or labor to the Project as a result of an Industry-Wide Disruption.

Drawings, Specifications, Permits, and Fees

The Solar System will be constructed according to the proposal and all drawings, specifications and other documents that have been examined by Client and Contractor and that have been or may be signed (or initialed) by the parties to this Agreement. Unless otherwise specifically provided in the drawings or specifications, Contractor will obtain and pay for all required solar building permits. These drawings and specifications are intended to supplement one another and are incorporated by reference to this Agreement.

Limited Warranty

Contractor warrants the Solar System and its work under this Agreement as set forth in Exhibit C. Contractor passes through the manufacturer warranties for the PV modules and inverters, but does not separately warrant those products.

Insurance Coverage

• Contractor’s Obligations: Contractor shall carry the following insurance during the performance of the Work: (i) workers’ compensation insurance as required by applicable law for all employees; (ii) commercial general liability insurance covering bodily injury and property damage arising out of Contractor’s operations, with Client named as an additional insured; and (iii) property insurance on a special form (open perils) basis covering the Work during construction from commencement through substantial completion (“Builder’s Risk"), with Contractor as named insured and Client named as an additional insured as its interest may appear. The Builder’s Risk policy shall include the following endorsements: course of construction; theft; vandalism and malicious mischief; and, for projects located in a flood zone or region subject to named-storm exposure, flood and wind coverage. The Builder’s Risk policy limit shall be not less than the full replacement cost of the Work. The cost of the Builder’s Risk policy is included in the Agreement Price and will not be itemized as a separate line item. Contractor’s obligation to repair or replace damaged Work during the construction period shall be limited to the extent of available Builder’s Risk insurance proceeds actually received; Contractor’s maximum out-of-pocket obligation for losses exceeding policy limits or falling within policy exclusions shall not exceed ten percent (10%) of the Agreement Price, except to the extent such loss is caused by Contractor’s own negligence or willful misconduct.

Client’s Obligations: Client shall maintain in force during the term of this Agreement: (i) insurance covering bodily injury to Client’s own employees and invitees on the project site; and (ii) commercial general liability insurance, with Contractor named as an additional insured. Client shall provide Contractor with a certificate of insurance evidencing the required coverage, including notation of Contractor’s additional insured status, prior to commencement of work. Client shall cooperate with Contractor in connection with any Builder’s Risk insurance claim, shall promptly notify Contractor of any loss or damage to the Work of which Client becomes aware, and shall take reasonable steps to preserve Contractor’s rights against any third party whose negligence or wrongful act contributed to the loss.

• Mutual Waiver of Subrogation: Client and Contractor each waive, and shall cause their respective insurers to waive, any and all rights of recovery or subrogation against the other party, and against the other party’s officers, directors, employees, agents, and subcontractors, for any loss or damage to the extent covered by insurance required or carried under this Agreement. This waiver applies to the builder’s risk / property policy, commercial general liability policy, and workers’ compensation policy of each party. Each party shall obtain a blanket waiver of subrogation endorsement (or a project-specific equivalent) from its carrier(s) and shall cause the endorsement to be noted on the certificate of insurance provided under this Section. Failure to obtain the required endorsement does not void this contractual waiver but may affect the enforceability of the waiver as against the non-complying party’s carrier. If the project is destroyed or damaged by an insured peril and insurance proceeds are insufficient to fund full restoration, the parties shall meet and confer regarding allocation of the shortfall before Contractor is obligated to proceed with restoration work.

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Force Majeure; Permissible Delays

Contractor shall be excused from any delay in the completion of the work to be performed under this Agreement due to acts or omissions of Client or of Client’s agents, employees or independent contractors, material shortages, acts of public utilities, funding of loans, disbursement of funds into funding control or escrow, failure of Client to make payment when due, inability to secure materials through regular recognized channels, and all causes beyond its reasonable control, including, but not limited to, acts of God, fires, weather-related delays, strikes, government restrictions, supply constraints, pandemics, actions or omissions of governmental agencies (including the denial or cancellation of any necessary license or permit for the project), embargoes, labor disputes, or acts of war.

Inspections, Building Department and Engineering Requirements

Contractor will coordinate and attend local building department inspections as needed. Client is expected to be at the final utility inspection if requested by the utility company.

Client’s Responsibilities and Representations

• Installation: Client is responsible for making the Property ready and in the condition Contractor used to create the proposal. During Installation, Client shall not move, remove, modify, alter, or change in any way the equipment or any part thereof without the prior written approval of Contractor. Notwithstanding the foregoing, Client shall take reasonable steps to protect the Solar System from damage or injury if, due to an emergency, it is not possible or reasonable to notify Contractor before taking any such actions.
• Unanticipated Work: Client is solely responsible for the coordination and expense of any unanticipated work during installation due to subsurface or unknown physical conditions which differ from those described in the proposal, this Agreement or a Change Order.
• Other: Client agrees to the placement of a Contractor sign on the property for a period of three months following the completion of the installation.

Cleanup

Contractor shall keep the project free from accumulation of debris, waste materials, or rubbish caused by its operations. On completion of the work, Contractor will remove all debris, waste materials, rubbish, and surplus material from Client’s property and will thoroughly clean the project, leaving it in a neat and broom-clean condition. If Contractor fails to clean up, Client may do so at Contractor’s expense.

Photography and Videography

Contractor is permitted to photograph and record the project construction, including drone footage, provided that no children are present during such activities.

• Campus Access for System Showcase. Contractor shall have the right to visit the project site or campus, with a 7-day advance notice, for the purpose of showcasing the installed solar system to stakeholders or interested parties.
• Utility Data Access. Contractor shall be granted access to gather and monitor utility usage information via the utility API for a period of 24 months following project commissioning.
• Use of Project Information for Marketing Purposes. Contractor is granted the right to use photographs, videos, utility data, and other project-related information for marketing, promotional, and educational purposes. This includes but is not limited to:
• Digital and print marketing materials.
• Case studies, press releases, and reports.
• Social media content and website publications.
• Educational presentations and promotional events.

Contractor agrees to anonymize or exclude any sensitive or identifying information about the Client unless explicit permission is provided.

Limitation of Liability

CONTRACTOR’S SOLE LIABILITY, AND CLIENT’S SOLE REMEDY, WITH RESPECT TO ANY WORK AND MATERIALS THAT BREACH CONTRACTOR’S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE FOR CONTRACTOR TO REPAIR, REPLACE, OR REPERFORM THE DEFECTIVE OR NONCONFORMING WORK OR MATERIALS WITHIN FOURTEEN (14) BUSINESS DAYS (OR SUCH LONGER PERIOD AS IS COMMERCIALLY REASONABLE UNDER INDUSTRY STANDARDS) (THE “CURE PERIOD”) AFTER WRITTEN NOTICE FROM CLIENT SPECIFYING THE DEFECT IN REASONABLE DETAIL. IF CONTRACTOR FAILS TO REPAIR, REPLACE, OR REPERFORM WITHIN THE CURE PERIOD, CLIENT’S SOLE REMEDY SHALL BE MONETARY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL REASONABLE COST TO REPAIR, REPLACE, OR REPERFORM THE DEFECTIVE OR NONCONFORMING WORK OR MATERIALS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF USE, OR DIMINUTION IN VALUE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONTRACTOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY STATEMENT OF WORK, CHANGE ORDER, OR PROJECT DOCUMENTATION), UNDER ANY THEORY OF LAW, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO CONTRACTOR UNDER THIS AGREEMENT.

The foregoing limitation does not apply to (i) Client’s payment obligations, (ii) either Party’s indemnity obligations for third-party bodily injury or tangible property damage to the extent caused by the indemnifying Party’s negligence or willful misconduct, or (iii) either Party’s gross negligence or willful misconduct, to the extent such limitations are not permitted by applicable law.

The remedies, disclaimers, and limitations stated in Exhibit C apply only to claims for breach of the express warranties described in Exhibit C (“Warranty Claims”). In the event of any conflict between this Section 14 and Exhibit C as applied to a Warranty Claim, Exhibit C shall control. All non-Warranty Claims (including claims relating to payment, delay, property damage, indemnity, or other alleged breach of this Agreement) are governed by this Section 14.

Termination

• Term. This Agreement shall automatically terminate upon the completion of the Contractor’s obligations under this Agreement.

Termination for Convenience (Client)

Client may terminate for convenience on thirty (30) business days’ written notice. In that event, Client shall pay Contractor for (i) Work performed through the effective date, (ii) documented, non-cancelable commitments and special-order materials placed in reasonable reliance on this Agreement (including supplier cancellation/restocking charges), and (iii) reasonable demobilization and closeout costs, plus 30% overhead and profit on Work performed; provided Contractor is not entitled to lost profits on Work not performed. Undisputed amounts are due Net 15 after Contractor’s termination statement.

• Breach and Recovery of Costs. In the event of any breach, including the failure to pay the Contractor, under this Contract, including any addendums and change orders, by the Client, Client shall be solely liable for the payment of all of the Contractor’s costs and reasonable attorney’s fees associated with said breach and the enforcement of this Contract.
• Additional Remedies Upon Client’s Breach. Without limiting any of Contractor’s other rights and remedies, upon any breach by Client, including any failure by Client to pay Contractor any amount due, Contractor shall have the right to: (i) prevent any more work from being done until the breach is cured and a letter of credit or some other financial instrument, approved by the Contractor in its sole discretion, is provided to the Contractor by the Client for any amounts payable under this Agreement; (ii) recover all amounts due under this Agreement for services provided through the date of termination including interest (as such amount is allowed by law); (iii) turn off or remove any System materials or equipment from the property by legal process or self-help, but we may not disturb the peace or violate the law; (iv) terminate this Agreement, and (v) pursue any other legal remedies including but not limited to mechanics’ liens or similar remedies.
• The Parties acknowledge and agree that (a) this Agreement is a commercial contract, (b) the Client is entering into this Agreement as a business entity and not as a natural person consumer, (c) this Agreement is negotiated and executed at Contractor’s place of business (and not at Client’s residence or as part of any door-to-door or off-premises solicitation), and (d) the Property is a nonresidential/commercial facility and the System is being acquired primarily for business purposes and not for personal, family, or household use, and (e) the individual signing on behalf of Client has full authority to bind Client. The Parties agree they do not intend this transaction to be subject to statutory cancellation rights applicable to consumer home-solicitation or home-improvement contracts. Notwithstanding the foregoing, if any mandatory California statute or regulation is determined by a court of competent jurisdiction to apply to this transaction, the Agreement shall be construed to comply with such requirements and any mandatory statutory terms shall control to the minimum extent necessary for compliance, without expanding the scope of any cancellation rights beyond what is required by law.

Indemnification

To the fullest extent permitted by law, each party to this Agreement (“Indemnifying Party”) shall indemnify and hold harmless the other party, its officers, directors, shareholders, employees and agents (each, an “Indemnified Party”), from and against all loss, cost, liability, claims and expenses, including but not limited to attorneys' fees and disbursements, to the extent arising out of or resulting from the actions or omissions of Indemnifying Party and its agents, employees, contractors, and invitees which are negligent, wrongful or in breach of this Agreement, except to the extent such injury or harm is caused by the Indemnified Party’s willful misconduct, negligence or breach of this Agreement. The foregoing shall not be limited to or by any insurance coverage which may be in force or required to be in force.

Tax Credits

Clients may be entitled to certain tax credits, subsidies, or benefits related to the equipment sold and work performed by the Contractor. However, the Contractor does not provide tax or legal advice, and in all instances, it is the Client’s sole responsibility to confirm eligibility and entitlement to any applicable tax credits or rebates that may exist. The parties acknowledge and agree that the Contractor has made no guarantees or representations about any tax rebates or credits for which Client may qualify and Client has not relied on any such representations or statements in entering into this Contract.

Upon Client’s request, Contractor may refer Client to one or more independent tax professionals regarding the investment tax credit or other incentives; any such referral is an accommodation only and is not a recommendation, endorsement, or guarantee. Contractor does not prepare or file any tax return, election, or credit claim, and Client remains solely responsible for vetting, selecting, and retaining any such professional and for that professional’s advice, services, and fees.

Safe Harbor Procurement

(a) Client may authorize, or Contractor may propose and Client may authorize, one or more purchase orders for equipment (including energy storage components) in advance of general procurement to support a “beginning of construction,” “safe harbor,” or similar position under any federal or state tax-incentive program (a “Safe Harbor Purchase”). The milestone identified in the Progress Payment Schedule funds the Safe Harbor Purchase. Contractor will use commercially reasonable efforts to place, procure, and document the Safe Harbor Purchase in a manner consistent with the beginning-of-construction and safe-harbor rules and guidance in effect at the relevant time.

(b) Amounts invoiced for a Safe Harbor Purchase are earned on placement of the corresponding purchase order, are governed by the Special-Order Materials provision, and are non-refundable to the extent of costs incurred, non-cancelable commitments, and supplier restocking or cancellation charges, plus Contractor’s documented handling and logistics costs.

(c) Contractor will maintain and, on request, provide reasonable documentation of a Safe Harbor Purchase (purchase orders, invoices, delivery records) to support Client’s filings. This cooperation is not tax or legal advice and does not expand Contractor’s obligations under subsection (b).

Foreign Entity Compliance

(a) The Parties acknowledge that federal law, including Sections 45Y and 48E of the Internal Revenue Code, restricts certain Incentives where a facility or energy storage technology receives “material assistance from a prohibited foreign entity,” measured by a “material assistance cost ratio” that must meet or exceed a threshold that increases over time and differs by technology, and separately denies Incentives where the taxpayer is a prohibited foreign entity or makes certain payments conferring effective control on such an entity (collectively, the “Foreign Entity Requirements”). The Foreign Entity Requirements are established and administered by governmental authorities and are subject to change and to forthcoming regulations.

(b) Contractor shall design, engineer, and procure the System, and will use commercially reasonable efforts to select the equipment, components, and materials it furnishes, so as to satisfy the material assistance cost ratio threshold applicable to the Incentive and technology identified in the Solar System Contract, determined as of the date construction of the Project is treated as beginning for purposes of that Incentive. Contractor shall maintain records reasonably sufficient to substantiate the material assistance cost ratio for the equipment, components, and materials Contractor furnishes.

(c) Contractor shall obtain from its suppliers, and provide to Client, the certifications and documentation reasonably necessary to substantiate the material assistance cost ratio and the foreign-entity status of the equipment, components, and materials Contractor furnishes, consistent with then-current guidance. In determining and documenting compliance, Contractor may rely on supplier and manufacturer certifications and on published safe-harbor cost tables and other IRS guidance.

(d) Contractor’s obligations under this subsection are determined as of the applicable beginning-of-construction reference date and by reference to the rules, thresholds, and guidance then in effect. Client bears, and Contractor is not responsible for, any failure to qualify for or any reduction, disallowance, or recapture of any Incentive to the extent arising from: (A) any change in law, regulation, guidance, threshold, or interpretation after that date; (B) any inaccurate supplier or manufacturer certification that Contractor obtained and relied on in good faith; (C) any equipment, component, material, or substitution specified, directed, or furnished by Client or by others not under Contractor’s control; (D) Client’s own status as a prohibited foreign entity, or Client’s ownership, financing, licensing, payment, or effective-control arrangements, including any such arrangement arising during or after completion of the Work, such as during any operations, maintenance, or warranty period; or (E) Client’s failure to timely and properly make any required election, filing, or claim.

(e) Contractor’s obligations under this subsection are limited to the design, procurement, and documentation obligations expressly stated above. Contractor does not provide tax advice, does not determine Client’s ultimate Incentive eligibility, and does not guarantee any Incentive or tax result. Contractor’s liability for any breach of this subsection is subject in all respects to the Limitation of Liability section of these Terms, and in no event shall Contractor be liable for the amount or value of any Incentive, credit, or tax benefit not realized, which the Parties agree constitutes consequential and economic loss waived under these Terms.

Client Bears All Incentive Risk

Client bears all risk relating to Incentives and Foreign Entity Requirements, including any change in law, regulation, guidance, or its interpretation; any disallowance, reduction, recapture, or loss of any Incentive; and any failure of the Project, the equipment, or Client to qualify. No such change, disallowance, reduction, recapture, or failure relieves Client of any payment obligation, entitles Client to any refund, credit, offset, or price adjustment, or gives rise to any Contractor liability. Client’s cooperation in providing information, signatures, and documentation necessary for any Incentive is a condition to Contractor’s related obligations, consistent with Exhibit B.

Attorneys’ Fees

In any legal proceeding arising from this Agreement, the prevailing Party shall be entitled to the award of its reasonable costs and attorneys’ fees incurred in connection with such proceedings. The “prevailing party" shall mean the party that received substantially the relief requested, whether by settlement, dismissal, summary judgment, mediation, arbitration, judgment or otherwise.

Dispute Resolution; Mediation

& Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by mediation under the Commercial Construction Mediation Procedures of the American Arbitration Association. If a party fails to respond to a written request for mediation within 30 days after service or fails to participate in any scheduled mediation conference, that party shall be deemed to have waived its right to mediate the issues in dispute. If the mediation does not result in settlement of the dispute within 30 days after the initial mediation conference or if a party has waived its right to mediate any issues in dispute, then any unresolved controversy or claim arising out of or relating to this Agreement or breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Construction Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be located in Folsom, California. Notwithstanding the foregoing, Contractor may pursue mechanics’ lien, stop notice, bond claim, or similar statutory remedies, and either Party may seek temporary, preliminary, or injunctive relief to protect property, maintain status quo, enforce confidentiality, or compel arbitration, in each case from the state or federal courts located in Sacramento County, California.

Default

Either of the following occurrences or events, by or against Contractor and by or against Client, shall constitute a default under this Agreement: (a) a material breach of any of the terms, conditions, representations, warranties, or guarantees expressed in this Agreement; or (b) filing of a voluntary petition in bankruptcy or confession of insolvency. In the event that a Party is in default of this Agreement, and fails to cure such default thirty (30) days following receipt of written notice from the non-defaulting party that an event of default has occurred, then this Agreement may be terminated by the non-defaulting party.

Assignment and Third-Party Beneficiaries

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Contractor may, without Client’s consent: (a) assign this Agreement to any lender or financing party providing financing for the Project or any portion of the Agreement Price, and (b) assign this Agreement to an Affiliate of Contractor or in connection with a merger, reorganization, or sale of substantially all of Contractor’s assets, so long as the assignee assumes in writing Contractor’s obligations under this Agreement. Any assignment in violation of this Section is void.

General Provisions

A. Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. Notwithstanding the arbitration requirement, either Party may seek temporary or preliminary injunctive relief, or an order compelling arbitration, from the state or federal courts located in Sacramento County, California, and the Parties consent to jurisdiction there for those limited purposes.

B. Ownership and use of drawings, designs, specifications. Documents prepared by the Contractor, including the Contractor’s architects and engineers remain the property of the Contractor and shall be used only for the project. Such documents and drawings may only be used for other purposes if expressly consented to by the Contractor in writing.

C. Notices. Written notices under this Agreement may be given by one party to the other via email. Any emails to the Contractor shall be addressed to the email address stated on the first page of this Agreement.

D. Severability. If any of the provisions of this Agreement are prohibited by or held invalid under applicable laws or regulations of any jurisdiction in which this Agreement is sought to be enforced, then that provision shall be considered inapplicable and omitted but shall not invalidate the remaining provisions.

E. Headings. Headings at the beginning of each section are solely for the convenience of the parties and shall not be considered when interpreting this Agreement.

F. Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as waiving any such terms and conditions, but such terms and conditions shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

G. Order of Precedence. If there is a conflict among the Contract Documents, the following order controls: (1) the signature pages and the Solar System Contract (including the Progress Payment Schedule); (2) the applicable state-specific provisions of these Terms; (3) these Terms (general provisions); (4) Change Orders (controlling only for the changed Work); (5) Exhibits A–C (with Exhibit C controlling only for Warranty Claims); and (6) the proposal and drawings/specifications..

H. Mechanics’ Liens / Preliminary Notices. The law of many states permits contractors, subcontractors, laborers, and suppliers who are not paid to assert mechanics’ lien and related remedies, subject to statutory notice and timing requirements (including, where applicable, preliminary or pre-lien notice requirements). The specific lien and notice rights and requirements for a Project are governed by the law of the state where the Project is located and, where set out below, the applicable state-specific provisions.

I. Substantial Completion; Acceptance. (a) “Substantial Completion” occurs when the System is mechanically complete and installed in accordance with the approved plans and specifications, required AHJ final inspection is passed (or otherwise signed off as applicable), and commissioning tests expressly required by the Contract Documents are completed. Unless expressly stated in the Contract Documents as part of the Scope, utility Permission to Operate (“PTO”) is not a condition of Substantial Completion. (b) Within five (5) business days after Contractor’s written notice of Substantial Completion, Client shall either (i) provide written acceptance, or (ii) provide a single written punch list identifying nonconforming items in reasonable detail. Items not included in the punch list are deemed accepted. (c) If Client does not timely provide a punch list, the Work is deemed accepted. (d) Utility interconnection review, net-metering approvals, and PTO are controlled by third parties. Contractor does not guarantee third-party timelines or outcomes.

State-Specific Provisions

The provisions in this Section apply only to a Project located in the identified state. For a Project located in that state, these provisions control over any conflicting general provision of these Terms. The general provisions above continue to apply except to the extent expressly modified below.

Provisions for Arizona Projects

AZ-1. Governing Law and Venue. For an Arizona Project, this Agreement is governed by and construed under the laws of the State of Arizona, without regard to conflict-of-law principles. The place of mediation and arbitration, and the venue for any court proceeding permitted under the Dispute Resolution provision, including any proceeding for injunctive relief, to compel arbitration, or to assert a mechanics’ lien, stop notice, bond claim, or other statutory remedy, shall be Maricopa County, Arizona, and the Parties consent to jurisdiction and venue there. Any provision of this Agreement that would make an Arizona Project subject to the law of another state, or that would require any dispute relating to an Arizona Project to be mediated, arbitrated, or litigated outside Arizona, does not apply to an Arizona Project.

AZ-2. Licensing; Solar Qualification. Throughout performance of the Work, Contractor shall hold each license, registration, and bond required to perform the Work at the Project location, including qualification as a solar contractor to the extent the Work includes the installation, alteration, or repair of a solar device. Contractor’s Arizona Registrar of Contractors (ROC) license number is stated in the Solar System Contract.

AZ-3. Mechanics’ Liens; Preliminary Twenty-Day Notice. Contractor, and its subcontractors and suppliers, reserve and retain all mechanics’ lien, stop notice, and payment bond rights and remedies for the labor, professional services, materials, and equipment furnished to the Project, and may serve a preliminary twenty-day notice and record and enforce a notice and claim of lien to preserve those rights. Except to the extent of a waiver and release delivered under AZ-4, nothing in this Agreement waives, releases, or subordinates any of those rights. On Contractor’s request, Client shall provide accurate owner, lender, and legal-description information and otherwise reasonably cooperate so that Contractor may perfect and preserve those rights. The Parties acknowledge the Property is a commercial facility and not an owner-occupied dwelling.

AZ-4. Statutory Lien Waivers. For each invoicing event under the Progress Payment Schedule, Contractor may submit an invoice or application for payment (each, a “Pay App”). Any waiver or release of mechanics’ lien, stop notice, or bond rights given in connection with this Agreement shall be on the applicable Arizona statutory lien-waiver form and shall not be modified except to complete blanks and insert permitted identifying information.

(a) With each Pay App for a progress payment, Contractor shall provide a Conditional Waiver and Release on Progress Payment in the amount of the Pay App, effective on Contractor’s receipt of Cleared Funds for that amount. With any Pay App for final payment, Contractor shall provide a Conditional Waiver and Release on Final Payment, effective on receipt of Cleared Funds for the final amount due.

(b) Contractor shall provide an Unconditional Waiver and Release on Progress Payment or on Final Payment only after Contractor’s receipt of Cleared Funds, and only in the amount actually received and applied to the Project. Contractor shall not deliver an unconditional waiver in advance of Cleared Funds.

(c) On Client’s reasonable written request, including a lender or escrow request, Contractor shall use commercially reasonable efforts to obtain from its subcontractors and suppliers the applicable statutory conditional waivers for the amounts then being paid and, after Contractor pays them and confirms Cleared Funds, the applicable statutory unconditional waivers limited to the amounts actually paid. Client may not require unconditional waivers from any sub-tier as a condition to Contractor receiving payment where Contractor has not yet paid that sub-tier.

(d) Client shall not withhold or delay payment of any undisputed amount solely due to waiver timing where Contractor has provided the applicable conditional statutory waiver for the amount being paid. Client may withhold only the disputed portion of an invoice in accordance with the invoice-dispute procedure in this Agreement.

(e) for failure to timely pay a certified or approved amount, Contractor may suspend performance or terminate on seven days’ written notice. Contractor is not required to resume suspended Work until it has been paid all amounts certified or approved under this Agreement together with its reasonable costs to suspend, demobilize, remobilize, and restart the Work, and the Agreement Price and Work Schedule shall be equitably adjusted accordingly.

“Cleared Funds” means collected funds not subject to reversal, chargeback, stop-payment, or ACH recall, including confirmed wire or ACH settlement.

AZ-5. Prompt Payment. For an Arizona Project, the following payment terms apply and control over the general Net 15 invoicing terms: (a) a billing or estimate submitted by Contractor is certified and approved fourteen days after Client receives it unless, within that period, Client issues a written statement setting forth in reasonable detail the items not certified or approved; (b) Client shall pay each certified, approved, or deemed-approved amount within seven days after certification or approval; (c) amounts not timely paid bear interest at one and one-half percent per month or the higher rate stated elsewhere in this Agreement; (d) Client may withhold only an amount sufficient to pay the direct costs Client reasonably expects to incur as to items identified in a timely written statement; and (e) for failure to timely pay a certified or approved amount, Contractor may suspend performance or terminate on seven days’ written notice, and the Agreement Price and Work Schedule shall be equitably adjusted for the resulting demobilization, remobilization, and escalation impacts.

AZ-6. Indemnification. For an Arizona Project, the mutual indemnity in this Agreement applies only to the extent of each Party’s own negligent, wrongful, or breaching acts or omissions. Neither Party is required to indemnify, hold harmless, or defend the other against loss or damage resulting from the other’s sole negligence, and any provision of this Agreement that would require it does not apply to an Arizona Project.

AZ-7. Workmanlike Performance; Limitations and Repose. Contractor shall perform the Work in a good and workmanlike manner, and the disclaimers in Exhibit C do not disclaim that obligation. The warranty periods in Exhibit C define Contractor’s repair, replacement, and reperformance obligations and do not waive, shorten, or extend any otherwise applicable statute of limitations or statute of repose.

AZ-8. Commercial Transaction; Consumer Statutes. The Parties agree that this Agreement is a commercial transaction entered into for business purposes and not for personal, family, or household use, that the Property is a nonresidential commercial facility, and that no consumer or home-solicitation cancellation right applies. If a mandatory Arizona consumer-protection requirement is determined to apply, this Agreement shall be construed to comply with it to the minimum extent necessary, without expanding any cancellation right beyond what Arizona law requires.

Provisions for California Projects

CA-1. Governing Law and Venue. For Projects located in California, this Agreement is governed by California law, without regard to conflict-of-law principles. The place of mediation and arbitration shall be Folsom, California. Either Party may seek temporary or preliminary injunctive relief, or an order compelling arbitration, and Contractor may pursue mechanics’ lien, stop notice, bond claim, or similar statutory remedies, from the state or federal courts located in Sacramento County, California, and the Parties consent to jurisdiction there for those purposes.

CA-2. Information About the Contractors State License Board (CSLB). CSLB is the state consumer protection agency that licenses and regulates construction contractors. Contact CSLB for information about the licensed contractor you are considering, including information about disclosable complaints, disciplinary actions, and civil judgments that are reported to CSLB. Use only licensed contractors. If you file a complaint against a licensed contractor within the legal deadline (usually four years), CSLB has authority to investigate the complaint. If you use an unlicensed contractor, CSLB may not be able to help you resolve your complaint; your only remedy may be in a civil court, and you may be liable for damages arising out of any injuries to the unlicensed contractor or the unlicensed contractor’s employees.

For more information, visit CSLB’s website at http://www.cslb.ca.gov; call CSLB at 800-321-CSLB (2752); or write CSLB at P.O. Box 26000, Sacramento, CA 95826. Contractor’s CSLB license number is stated in the Solar System Contract.

CA-3. Mechanics’ Liens; Preliminary Notices. California law permits contractors, subcontractors, laborers, and suppliers who are not paid to assert mechanics’ lien and related remedies, subject to statutory notice requirements (including preliminary notice requirements).

CA-4. Payment Applications; Statutory Lien Waivers; Sub-tier Releases. For each milestone or other invoicing event under the Progress Payment Schedule, Contractor may submit an invoice and/or payment application (each, a “Pay App”) stating the Work performed, the milestone achieved, and the amount due, together with reasonable supporting documentation customary for commercial solar projects.

California Statutory Forms Only; No Modifications. Any waiver or release of mechanics’ lien, stop payment notice/stop notice, or payment bond rights provided in connection with this Agreement shall be on the applicable California statutory form set forth in Civil Code sections 8132–8138, and shall not be modified except to complete blanks and insert permitted identifying information.

Conditional Waiver Provided. With each Pay App for progress payment, Contractor shall provide a Conditional Waiver and Release on Progress Payment (Civil Code section 8132) in the amount of the Pay App, conditioned upon Contractor’s receipt of Cleared Funds for the amount stated. With any Pay App for final payment, Contractor shall provide a Conditional Waiver and Release on Final Payment (Civil Code section 8134), conditioned upon receipt of Cleared Funds for the final amount due.

Unconditional Waiver Only After Cleared Funds. Contractor shall deliver the corresponding Unconditional Waiver and Release on Progress Payment (Civil Code section 8136) only after Contractor’s receipt of Cleared Funds for the progress payment, and only in the amount actually received and applied to the Project. Contractor shall deliver the Unconditional Waiver and Release on Final Payment (Civil Code section 8138) only after receipt of Cleared Funds for the final payment. Contractor will provide such unconditional waiver(s) within five (5) business days after confirmation of Cleared Funds.

Sub-tier Waivers (Limited to Amounts Paid). Upon Client’s reasonable written request (including any lender/escrow request), Contractor shall use commercially reasonable efforts to obtain and provide, from subcontractors and suppliers furnishing labor, services, equipment, or materials to the Project, the applicable statutory conditional waivers consistent with the amounts being requested for payment and, after Contractor issues payment to such sub-tier and Cleared Funds are received/confirmed, the applicable statutory unconditional waivers to the extent of the amounts actually paid to that sub-tier. Client acknowledges Contractor cannot be required to deliver unconditional waivers from any sub-tier as a condition precedent to Contractor receiving payment where Contractor has not yet paid that sub-tier.

No Withholding Undisputed Amounts for Administrative Form. Client shall not withhold or delay payment of any undisputed amount solely due to waiver timing or administrative processing where Contractor has provided the applicable conditional statutory waiver(s) required by this Section for the amount being paid. Client may withhold only the disputed portion of an invoice in accordance with the invoice-dispute procedure in this Agreement.

Preservation of Statutory Remedies; Limited Effect of Waivers. Nothing in this Agreement waives or limits Contractor’s (or any sub-tier’s) statutory rights to assert a mechanics’ lien, stop payment notice/stop notice, payment bond claim, or other statutory remedy, except to the extent of a properly executed unconditional statutory waiver for the specific amount actually received and identified in that waiver.

“Cleared Funds” means collected funds not subject to reversal, chargeback, stop-payment, or ACH recall, including confirmed wire/ACH settlement.

CA-5. Consumer-Statute Savings Clause. If any mandatory California statute or regulation is determined by a court of competent jurisdiction to apply to this transaction, the Agreement shall be construed to comply with such requirements, and any mandatory statutory terms shall control to the minimum extent necessary for compliance, without expanding the scope of any cancellation rights beyond what is required by law.

Provisions for Illinois Projects

IL-1. Governing Law and Venue. For an Illinois Project, this Agreement is governed by and construed under the laws of the State of Illinois, without regard to conflict-of-law principles, and the general Governing Law provision does not apply. The place of mediation and arbitration, and the venue for any court proceeding permitted under the Dispute Resolution provision, including any proceeding for injunctive relief, to compel arbitration, or to assert a mechanics’ lien or other statutory remedy, shall be the county in which the Project is located or, at Contractor’s election, Cook County, Illinois, and the Parties consent to jurisdiction and venue there. The general Dispute Resolution venue does not apply to an Illinois Project.

IL-2. Reservation of Lien Rights. Contractor, and its subcontractors and suppliers, retain their mechanics' lien, notice, and bond rights. Except to the extent of a release delivered under IL-3, nothing in this Agreement waives, releases, or subordinates any of those rights, and Contractor is not required to waive or subordinate any lien right in advance of, or in consideration of the award of, this Agreement. On Contractor's request, Client shall provide accurate owner and lender-of-record information and otherwise reasonably cooperate so that Contractor may perfect and preserve those rights.

IL-3. Lien Waivers. Contractor shall deliver lien waivers and releases as set out in this IL-3. Each waiver and release shall identify the Project and the property, state the amount paid or to be paid and the through date, state whether it is conditional or unconditional, and be signed by the claimant.

(a) With each progress payment and the final payment, Contractor shall deliver a conditional waiver and release in the amount of that payment, effective on Contractor's receipt of Cleared Funds for that amount.

(b) Contractor shall deliver an unconditional waiver and release only after it receives Cleared Funds, and only in the amount received and applied to the Project.

(c) Contractor does not waive or subordinate any lien right in advance of, or in consideration of the award of, this Agreement. Contractor shall not be required to subordinate any lien right, and any subordination Contractor agrees to shall take effect only after work has commenced.

(d) On Client's written request, including a lender or title-company request, Contractor shall use commercially reasonable efforts to obtain from its subcontractors and suppliers conditional waivers for the amounts then being paid and, after Contractor pays them and confirms Cleared Funds, unconditional waivers limited to the amounts actually paid.

(e) With each application for payment, Contractor shall furnish Client a contractor's sworn statement listing the subcontractors and suppliers furnishing labor or materials to the Project and the amount due or to become due to each. Contractor may require a corresponding sworn statement from any subcontractor before paying it.

(f) Client shall not withhold or delay payment of any undisputed amount on account of waiver timing once Contractor has delivered the conditional waiver required for that amount.

"Cleared Funds" means collected funds not subject to reversal, chargeback, stop-payment, or ACH recall, including a confirmed wire or ACH settlement. "Through date" means the date through which a waiver and release applies to labor and materials furnished and payments received.

IL-4. Payment Terms. The following payment terms apply: (a) a payment application is deemed approved twenty-five (25) days after Client or its agent receives it unless, within that period, Client delivers a written statement of the amount withheld and the reason for withholding; (b) Client shall pay each approved amount no later than fifteen (15) calendar days after approval; (c) any amount not paid when due bears interest at ten percent (10%) per annum until paid; (d) for any undisputed amount not paid when due, Contractor may suspend performance seven (7) calendar days after delivering written notice of the nonpayment; and (e) retainage shall not exceed ten percent (10%) of the total estimated value of the Work, and after the Work is fifty percent (50%) complete, retainage on each subsequent payment shall not exceed five percent (5%). The Progress Payment Schedule shall be administered consistent with this IL-4.

IL-5. Licensing. Throughout performance of the Work, Contractor shall hold each license, registration, and bond required to perform the Work at the Project location, including a roofing contractor license and surety bond where the Work includes roofing over occupiable space. Contractor shall have any architectural or engineering services within the scope of the Work performed by professionals licensed in Illinois. Engineer-stamped plans and structural engineering review and soil analysis are excluded from the Work under Exhibit A unless added by Change Order.

IL-6. Indemnification. The indemnity obligations in this Agreement apply only to claims brought by a third party, meaning a person that is not a Party or an affiliate of a Party, and do not extend to claims between the Parties, which are governed by the remedies and attorneys' fees provisions of this Agreement. No provision of this Agreement requires either Party to indemnify or hold the other harmless against the other Party's own negligence, gross negligence, or willful misconduct, and any provision so construed is void to that extent. Each Party's indemnity obligation extends only to loss to the extent caused by that Party's own negligent, wrongful, or breaching acts or omissions, and any indemnity exceeding this limit shall be reformed to the maximum extent enforceable and otherwise severed.

IL-7. Workmanlike Performance; Warranty Periods. Contractor shall perform the Work in a good and workmanlike manner, and the disclaimers in Exhibit C do not disclaim that obligation. The warranty periods in Exhibit C define Contractor's repair, replacement, and reperformance obligations and do not waive, shorten, or limit any statute of limitations or statute of repose that would otherwise apply.

IL-8. Commercial Transaction; Consumer Statutes. The Parties agree that this Agreement is a commercial transaction entered into for business purposes and not for personal, family, or household use, and that no consumer or home-improvement cancellation right applies. If a mandatory consumer-protection requirement is determined to apply, this Agreement shall be construed to comply with it to the minimum extent necessary.

IL-9. Assignment. A restriction on assignment in this Agreement applies equally to an assignment of rights and a delegation of duties, and the consent requirement and permitted transfers in the Assignment provision apply to both.

Provisions for Massachusetts Projects

MA-1. Governing Law and Venue. For a Massachusetts Project, this Agreement is governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The place of mediation and arbitration, and the venue for any court proceeding permitted under the Dispute Resolution provision, including any proceeding for injunctive relief, to compel arbitration, or to assert a mechanics’ lien or other statutory remedy, shall be Suffolk County, Massachusetts, and the Parties consent to jurisdiction and venue there. Any provision of this Agreement that would make a Massachusetts Project subject to the law of another state, or that would require any dispute relating to a Massachusetts Project to be mediated, arbitrated, or litigated outside Massachusetts, does not apply to a Massachusetts Project. The Massachusetts Prompt Pay Act, retainage statute, and mechanics-lien statute govern a Massachusetts Project to the extent provided by their terms.

MA-2. Licensing. Throughout performance of the Work, Contractor shall hold each license and registration required to perform the Work at the Project location, including a construction supervisor license for structural work within the scope of that requirement and a Massachusetts electrician’s license for electrical work, in each case held by Contractor or by a qualified subcontractor performing that scope. Contractor shall have any architectural or engineering services within the scope of the Work performed by professionals licensed in Massachusetts. Engineer-stamped plans, structural engineering review, and soil analysis are excluded from the Work under Exhibit A unless added by Change Order.

MA-3. Reservation of Lien Rights; Notice of Contract. Contractor, and its subcontractors and suppliers, reserve and retain all mechanics’ lien rights and remedies, and may record a notice of contract and a statement of account in the registry of deeds for the county where the Property is located and commence an enforcement action to perfect and preserve those rights. Except to the extent of a waiver and release delivered under MA-4, nothing in this Agreement waives, releases, or subordinates any of those rights, and Contractor is not required to give any waiver or subordination of lien rights in advance of payment. On Contractor’s request, Client shall provide accurate owner, lender, and legal-description information and otherwise reasonably cooperate so that Contractor may record a notice of contract and perfect and preserve those rights.

MA-4. Lien Waivers. Contractor shall deliver lien waivers and releases as set out in this MA-4, and is not required to give any waiver, release, or subordination of lien rights before payment. Each waiver and release shall be in writing, identify the Project and the property, state the amount paid or to be paid and the through date, and state whether it is conditional or unconditional.

(a) With each progress payment and the final payment, Contractor shall provide a conditional waiver and release in the amount of that payment, effective on Contractor’s receipt of Cleared Funds for that amount.

(b) Contractor shall provide an unconditional waiver and release only after it receives Cleared Funds, and only in the amount received and applied to the Project.

(c) Where Contractor has recorded a notice of contract, any partial waiver and subordination of lien shall be on the statutory form prescribed by Massachusetts law and shall reserve retainage, unpaid or pending change orders, and disputed claims as that form provides.

(d) On Client’s reasonable written request, including a lender or title-company request, Contractor shall use commercially reasonable efforts to obtain from its subcontractors and suppliers conditional waivers for the amounts then being paid and, after Contractor pays them and confirms Cleared Funds, unconditional waivers limited to the amounts actually paid.

(e) Client shall not withhold or delay payment of any undisputed amount solely due to waiver timing where Contractor has provided the conditional waiver required for that amount.

“Cleared Funds” means collected funds not subject to reversal, chargeback, stop-payment, or ACH recall, including confirmed wire or ACH settlement.

MA-5. Prompt Payment. Where the original contract price for the Project is three million dollars or more, the following payment terms apply and control over the general Net 15 invoicing terms: (a) Contractor may submit applications for periodic progress payments not more often than monthly; (b) Client shall approve or reject each application, in whole or in part, within fifteen days after submission; (c) any rejection shall be in writing, shall state the factual and contractual basis for the rejection, and shall be certified as made in good faith; (d) an application that is neither approved nor rejected within that period is approved unless rejected in compliance with this MA-5 before payment is due; (e) Client shall pay each approved or deemed-approved amount within forty-five days after approval; and (f) interest on late amounts accrues as stated elsewhere in this Agreement. Client’s payment obligation is not conditioned on Client’s receipt of payment from any third person. If an undisputed amount properly due remains unpaid for more than thirty days, Contractor may suspend performance, and is not required to continue performance, until paid, except where the nonpayment arises from a good-faith dispute over the quality or quantity of the Work, or where Contractor is in default and Client has provided written notice of the default and has paid Contractor any undisputed balance.

MA-6. Retainage. Where the original contract price for the Project is three million dollars or more, the following apply: (a) retainage withheld from any periodic payment shall not exceed five percent of that payment; (b) Contractor may submit an application for payment of retainage no less often than once each month, and substantial completion, the notice of substantial completion, the punch list, and the payment of retainage shall be administered as the Massachusetts retainage statute requires; (c) after substantial completion, Client shall not withhold any retainage unless, on or before the date payment is due, Client provides Contractor a written description, certified as made in good faith, of each incomplete or defective work item and each incomplete, incorrect, or missing deliverable, together with the factual and contractual basis for any claim and the value attributable to each; (d) any retainage withheld after substantial completion shall not exceed, for incomplete or missing deliverables, the value agreed in writing or, absent agreement, their reasonable value up to two and one-half percent of the total adjusted contract price; for incomplete or defective work items, one hundred fifty percent of the reasonable cost to complete or correct them; and the reasonable value of claims and related costs and attorneys’ fees to the extent this Agreement permits; and (e) Client shall not require Contractor to delay commencing the applicable dispute resolution procedure more than thirty days after rejection of a retainage application or written notice of a dispute.

MA-7. Indemnification. The indemnity in this Agreement is enforceable according to its terms, except that neither Party indemnifies, holds harmless, or defends the other against, and no limitation of liability applies to, loss to the extent caused by the indemnitee’s own gross negligence or willful misconduct.

MA-8. Workmanlike Performance; Design Information. Contractor shall perform the Work in a good and workmanlike manner using reasonable skill, and the disclaimers in Exhibit C do not disclaim that obligation. Contractor does not warrant, and is not responsible for, the sufficiency, accuracy, or adequacy of plans, specifications, designs, site information, or other Contract Documents furnished or approved by Client or prepared by others, and Contractor is entitled to rely in good faith on that information. The warranty periods in Exhibit C define Contractor’s repair, replacement, and reperformance obligations and do not waive, shorten, or extend any otherwise applicable statute of limitations or statute of repose.

MA-9. Commercial Transaction; Consumer Statutes. The Parties agree that this Agreement is a commercial transaction entered into for business purposes and not for personal, family, or household use, that the Property is a nonresidential commercial facility, and that no consumer, home-improvement, or home-solicitation cancellation right applies. If a mandatory Massachusetts consumer-protection requirement is determined to apply, this Agreement shall be construed to comply with it to the minimum extent necessary, without expanding any cancellation right beyond what Massachusetts law requires.

EXHIBIT A

WORK EXCLUSIONS

Unless specified to the contrary in a Change Order, the services, activities and work set forth in this Exhibit A are excluded from the scope of work to be performed by Contractor pursuant to the Agreement.

1. Remove or dispose of any hazardous substances that currently exist on the Client’s Property;

2. Improve the construction of the roof or the Client’s Property to support the Solar System;

3. Remove or replace existing rot, rust, or insect infested structures;

4. Provide structural framing for any part of the Client’s Property;

5. Pay for or correct construction errors, omissions, and deficiencies by the Client or contractors hired by the Client;

6. Pay for, remove, or remediate mold, fungus, mildew, or organic pathogens;

7. Upgrade the Client’s Property’s existing electrical service;

8. Install of any smoke detectors, sprinklers, or life safety equipment required by municipal code or inspectors as a result of the Solar System installation;

9. Pay for the removal or re‑location of equipment, obstacles or vegetation in the vicinity of the Solar System;

10. Move items unassociated with the Solar System around the Client’s Property;

11. Pay for any costs associated with municipal design or architectural review, or other specialty permits. This includes cost to attend any public hearings, notification of neighbors, or additional drawings required;

12. Paint electrical boxes or conduit at the Property;

13. Pay for compliance with changes in regulations of codes that materially change the scope of work for the Solar System;

14. Repair of damage to roadways, sidewalks, or driveways that may occur when construction equipment and vehicles are being used in the normal course of construction unless such damage is caused by the negligence of Contractor;

15. Procurement of plans with an engineering stamp; and

16. Structural engineering review and soil analysis.

Exhibit B

In addition to the specifications, details and scope of work described in the Agreement and attached proposal, it is mutually agreed as follows:

Estimates. PV system outputs, estimated energy savings from renovations and new equipment, rebates, credits and other financial incentives are estimates only and are based on factors not controlled by Contractor.

Cooperation. Client and its agents shall cooperate promptly and fully in providing all information, signatures and documentation reasonably necessary to assist in the procurement of necessary permits, rebate paperwork and utility company approvals. Such cooperation shall be a condition precedent to Contractor’s obligations to meet the project timelines in the Agreement.

Title to Equipment and Right to Remove. Title to the System equipment and materials supplied under this Agreement shall pass to Client only upon Contractor’s receipt of full and final payment of all amounts due for such equipment and materials, unless otherwise stated in the Contract Documents. To secure Client’s payment obligations, Client grants Contractor a purchase-money security interest in the System and related equipment and proceeds until paid in full, and authorizes Contractor to file UCC-1 financing statements and similar instruments. Contractor’s rights and remedies are cumulative and do not waive any mechanics’ lien, stop notice, bond claim, or other statutory remedies. If removal is permitted by law and can be accomplished without breach of the peace, Contractor may seek to recover unpaid equipment; nothing herein authorizes unlawful entry or disturbance.

Commencement of Work. Contractor shall have substantially commenced work when work has begun on the mounting systems.

Compliance with Laws. In connection with the performance by Contractor of its duties pursuant to the Agreement, Contractor shall comply to the extent of its knowledge with all Federal, State County and Local laws, ordinances and regulations.

Pre-Existing Condition. Client acknowledges that proper operation of the equipment purchased hereunder may be dependent upon Client’s existing equipment and Contractor shall have no liability for equipment not purchased hereunder. While Contractor will exercise all due care, Contractor will not be responsible for pre-existing conditions of any roof or for damages or problems arising from such pre-existing conditions which may be aggravated by normal material handling procedures on the roof.

Access to Work. Client shall grant free access to work areas for workmen and vehicles and shall allow areas for storage of materials and rubbish. Client agrees to keep driveways clear and available for movement and parking of trucks during normal work hours. Contractor and workmen shall not be expected to keep gates closed for animals or children, or provide work area security.

Right to Stop Work. Contractor shall have the right to stop work if any payment shall not be made when due, to Contractor under the Agreement; Contractor may keep the job idle until all payments due are received. Failure to make payment, within five (5) days of the due date, is a material breach of this Agreement and shall entitle contractor to cease any further work.

EXHIBIT C

CONTRACTOR LIMITED SOLAR SYSTEM WARRANTY

Limited 5-Year Warranty – Repair or Replacement. The Solar System has a limited 5-year repair or replacement warranty (“Warranty”) against defective workmanship. This is not a roofing or installation warranty, which is covered below. The Warranty covers the Solar System only and provides for no-cost repair or replacement of the Solar System or its components, including any associated labor during the warranty period. The separately included original equipment manufacturer (“OEM”) warranties for the solar panels, inverters and frames are in lieu of and not in addition to Contractor’s warranty obligations. Contractor shall be the warranty administrator for these OEM warranties, and thus, shall provide a first line of support on all OEM warranty issues. Client should see the OEM warranties for the particular terms and conditions that apply as Contractor does not provide additional warranty coverage on OEM components. Repair or replacement as provided under this Warranty is the exclusive remedy of Client. The warranty period will not be extended, nor will a new warranty period begin, upon any repair or replacement conducted under this Warranty. Contractor may repair or replace the Solar System or its components with new or refurbished components at Contractor’s sole discretion. This Warranty does not warrant a specific power output, other than the warranty against degradation noted above, which shall be exclusively covered under the OEM module manufacturer’s warranty associated with the Solar System. The warranty period begins upon the date of Substantial Completion per the Agreement for the Solar System.

Limited 1-Year Roof and Installation Warranty. The roof penetrations and installation work on the Solar System are warranted for 1 year. This limited warranty provides the installation and roof work will be free from defective installation during the warranty period, which commences upon substantial completion of the Solar System. Repair, replacement or correction of any defective workmanship are the sole remedies under this limited warranty with such remedy chosen at Contractor’s sole discretion.

Obtaining Warranty Performance. Contractor suggests that you retain the Agreement for the Solar System as evidence of the date of Substantial Completion. To obtain warranty service, Client must provide notification of the claim within the warranty period along with evidence of the date of purchase either via email to projects@sunsourceus.com with “Contractor Warranty Claim” in the subject line or in writing to:

SunSource, Inc.

Attn: Warranty Claim

1024 Iron Point Road

Folsom, CA 95630

Upon receipt of a warranty claim, Contractor or its designated representative shall conduct tests to determine if warranty coverage is applicable. Contractor’s tests shall be the sole determination for purposes of warranty settlement with respect to the Warranty. Contractor reserves the option to (i) send the Solar System to the OEM manufacturer for warranty coverage, or (ii) repair or replace the Solar System or its components. Any such refund will be pro-rated by the number of years and/or months from the date of purchase. The return of any Solar System components will not be accepted by Contractor unless accompanied by a valid Return Material Authorization Number (“RMAN”) and prior written authorization by Contractor.

Access; No Third-Party Repairs Without Consent. Except for emergency measures necessary to prevent imminent bodily injury or significant property damage, warranty coverage is void to the extent Client authorizes third-party repairs or alterations affecting the claimed condition without Contractor’s prior written consent. Client shall provide Contractor reasonable access to the Property and the first opportunity to inspect and perform warranty work.

Exclusions. This Warranty excludes the following conditions:

1. Failure to properly operate or maintain the Solar System in accordance with Contractor’s printed instructions provided with the Solar System.

2. Any repair or replacement using a part or service not provided or authorized in writing by Contractor.

3. Damages caused by, in Contractor’s reasonable judgment, Client or third party abuse, accident, alteration, improper maintenance or installation, pre-existing roof conditions, removal by anyone other than Contractor or authorized Contractor representative, misuse, negligence or vandalism, riots, animal damage, or environmental pollution such as soot, salt damage, or acid rain, or earthquake, fire, flood, extreme weather conditions such as high wind or frozen water buildup, or other acts of God or other unforeseen conditions that are beyond Contractor’s control.

4. Solar System with the type or serial number(s) altered, removed, or illegible.

5. Solar System installed in a mobile or marine environment.

6. Cosmetic defects, such as discoloration or scratches, caused by normal wear and tear.

Limitation of Warranty. THE EXPRESS WARRANTIES SET FORTH HEREIN SHALL CONSTITUTE THE ONLY WARRANTIES APPLICABLE TO THE SOLAR SYSTEM AND WORK PERFORMED PURSUANT TO THE AGREEMENT. CONTRACTOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, USE OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON CONTRACTOR’S PART. CONTRACTOR SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY, OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE SOLAR SYSTEM, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS IN THE SOLAR SYSTEM, OR FROM USE OF INSTALLATION. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF USE, LOSS OF PROFITS, LOSS OF PRODUCTION, OR LOSS OF REVENUES FOR ANY REASON WHATSOEVER. CONTRACTOR’S TOTAL LIABILITY, IF ANY, IN DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE INVOICE VALUE PAID BY THE CLIENT FOR THE SOLAR SYSTEM OR SERVICE(S) FURNISHED OR TO BE FURNISHED, WHICH IS THE SUBJECT OF THE WARRANTY CLAIM.

Replacements. System components that are replaced by Contractor shall become the property of Contractor. Contractor reserves the right, at its sole option, to deliver another type of new or refurbished System component that may differ in size, color, shape, model number, and/or power level.

Disputes. Any disputes concerning this Warranty coverage shall be resolved according to the dispute procedures outlined in the Agreement.

After-Sales Support; Maintenance. Unless the Parties execute a separate written maintenance or operations and maintenance (“O&M”) scope, the Warranty provided in this Exhibit C does not include routine maintenance, cleaning, vegetation management, monitoring subscription fees, network/internet service, or ongoing performance optimization. Contractor will provide reasonable warranty-administration support for OEM warranty claims, but OEM approvals, lead times, and remedies are controlled by the OEM. Any maintenance or after-sales services requested by Client that are outside Warranty Claims may be performed under a written change order or separate statement of work, at Contractor’s then-current rates.