request for proposal - kern county, ca · 4101 kimber avenue public services building bakersfield,...

Request For Proposal of 12

REQUEST FOR PROPOSAL

FOR THE DEVELOPMENT OF A SOLAR FACILITY

TO SERVE THE KERN SANITATION AUTHORITY

WASTEWATER TREATMENT PLANT UNDER A

POWER PURCHASE AND LEASE AGREEMENT

August, 2012

Project Site: Submit Proposals to: Kern Sanitation Authority Kern Sanitation Authority 4101 Kimber Avenue Public Services Building Bakersfield, CA 93307 2700 M St., 5th Floor Bakersfield, CA 93301


County of Kern KERN SANITATION AUTHORITY

The Kern Sanitation Authority (Owner) is seeking a qualified Developer (photovoltaic solar power system integrator) to design, finance, obtain permits, install, own, operate, monitor and maintain a solar facility under a Power Purchase And Lease Agreement with the Owner to serve the Kern Sanitation Authority (KSA) Wastewater Treatment Plant in Bakersfield, California.

Project Site Kern Sanitation Authority 4101 Kimber Avenue Bakersfield, CA 93307

Proposers are specifically directed not to contact any KSA personnel, other than the Contact Person indicated below, for any purpose related to this RFP. Unauthorized contact of any KSA personnel may be cause for rejection of a developer’s proposal. All inquiries concerning this RFP should be directed to the following Contact Person: John Hipskind Project Manager

Kern Sanitation Authority Email Address: [email protected] Envelopes/packages containing the proposals are to be marked:

PROPOSAL: “KSA Solar Project” and delivered to: Kern Sanitation Authority Public Services Building 2700 M St., 5th Floor Bakersfield, CA 93301 Telephone: (661) 862-5000

Projected Timetable The following dates are set forth for information and planning purposes only. These dates may be changed by KSA upon notice to prospective Proposers:

RFP Issuance Date …………………. August 22, 2012 Pre-Proposal Meeting…………………September 5, 2012; 9:00 am (at the project site) Proposal Due Date…………………... September 26, 2012 Proposal Due Time…………………….Before 11:00 am

Postmark date will not constitute timely delivery. Responses received after the above time will not be considered. Proposers are solely responsible for ensuring timely receipt of their Proposals.

mailto:[email protected]


TABLE OF CONTENTS

I. GENERAL INFORMATION Page A. Project Background and Description 4 B. Proposer Registration Form 4 C. Services Required of Successful Developer 4 D. Services Provided by KSA 4 E. Selection Process 5 F. Solicitation Caveat 7 G. Time 7 H. Form of Agreement 7 I. Modifications to Scope of Work 8 J. News Releases 8 K. Statutes and Rules 8 L. Background Review 8 II. PROPOSAL INFORMATION AND REQUIREMENTS A. General Instructions 8

B. Business Address 9 C. Corrections and Addenda 9 D. Proposal Format and Contents 9 E. Pre-Proposal Meeting 11 F. Proposal Submission 11 G. Withdrawal and Submission of Modified Proposal 12 H. Opening of Proposals 12 I. Disposition of Proposals and Proprietary Data 12 III. EXHIBITS

Exhibit A Proposer registration form Exhibit B Evaluation criteria Exhibit C Price bid form Exhibit D Location map Exhibit E Site map Exhibit F KSA Solar Facility: General Information and Criteria

Exhibit F-1 Typical PG&E invoice Exhibit F-2 3-year billing history Exhibit F-3 Interval data (available in Microsoft Excel format only) Exhibit F-4 PG&E Comprehensive Energy Audit Exhibit F-5 Electrical site plan and single line diagram Exhibit F-6 Minimum installation requirements

Exhibit G Power Purchase And Lease Agreement Exhibit H Proposal checklist


ACROMYNS

CEA Comprehensive Energy Audit COD Commercial Operations Date CSI California Solar Initiative EPO Estimated Power Output KSA Kern Sanitation Authority (Owner, Host Customer) MPO Minimum Power Output PG&E Pacific Gas & Electric (serving utility) PPA Power Purchase Agreement PPLA Power Purchase and Lease Agreement PV Photovoltaic VFD Variable frequency drive WWTP Wastewater treatment plant WREGIS Western Renewable Energy Generation Information System I. GENERAL INFORMATION A. Project Background and Description

This Request For Proposal solicits proposals from qualified PV solar Developers to develop a solar facility to serve the Kern Sanitation Authority Wastewater Treatment Plant under a Power Purchase and Lease Agreement. See the Location Map, Exhibit D. See attached Exhibit F for General Information and Criteria for the solar facility.

B. Proposer Registration Form

Proposers are requested to return the Developer Registration Form (Exhibit A), immediately after receipt of the RFP, in order to register as RFP recipients. Scan and email the completed form to KSA’s Contact Person. Only registered Proposers will be notified of Addenda or other communications throughout the RFP process.

C. Services Required of Successful Developer

The successful Developer will design, finance, obtain all required permits, install, own, monitor, maintain and operate the solar facility for the exclusive benefit of the KSA WWTP. The successful Developer shall provide all engineering services (structural, electrical, etc.) required for the design and installation of the solar facility, including all necessary technical reports and studies. The successful Developer will also be responsible for the completion of all California Solar Initiative application requirements, fees and approvals.

D. Services Provided by KSA

KSA will provide a Contact Person as a primary contact, who will arrange for staff assistance by other KSA staff as may be required. KSA will also provide whatever relevant information that may be available. KSA will also be available to meet and discuss project requirements and development at key times during the process.


E. Selection Process

1. All proposals received by the specified deadline will be reviewed by a KSA Evaluation Committee. After the initial scoring, the Evaluation Committee may select those firms deemed most qualified for this project for further evaluation. Interviews of these selected firms may be conducted as part of the final selection process. Proposers are advised that KSA, at its option, may award a contract strictly on the basis of the initial proposals, and not create a short list of proposals for further consideration. The Developer selected by the Evaluation Committee will be recommended to the Board of Directors for this project, but the Board is not bound to accept the recommendation or award the project to the recommended Developer.

2. If one or more of the proposers is a local vendor as defined herein, said

proposer(s) shall be entitled to a local vendor preference as herein described, provided: (i) said proposer(s) achieved a passing score during the initial scoring phase by the Evaluation Committee; and (ii) they were included in the short list of proposers for further consideration by the Evaluation Committee, if the Evaluation Committee elected to create a short list of proposals.

All local vendors meeting the above stated criteria shall have their final evaluation score increased by five percent (5%) for purposes of determining the Evaluation Committee’s final selection for recommendation to the Board of Directors.

A local vendor is defined as a Proposer who:

1. Has maintained a local office address within Kern County for the six months immediately prior to the issuance date of the RFP; and

2. Employs at least one (1) full-time or two (2) part-time employees whose primary residence is located within Kern County, or if the business has no employees shall be at least fifty percent (50%) owned by one or more persons whose primary residence is located within Kern County.

3. Will credit all sales taxes generated pursuant to the contract resulting

from this RFP to its business location in Kern County.

This local vendor preference shall not apply to any contracts funded in whole or in part with federal or state funds which do not allow the use of local preferences, or any other contracts which are statutorily or otherwise precluded from the use of local preferences during the selection process.

3. A “Pass” for at least nineteen of the qualification requirements listed in the

Evaluation Criteria (Exhibit B) is required for the Proposer to be deemed a responsive and responsible bidder. Minor informalities may be waived, or additional information may be requested, at the sole discretion of the Evaluation Committee. The Proposer is advised to provide specific, brief responses to each of the qualifications and capabilities requested. Responses such as “See brochure” are not acceptable. Please note that the Evaluation Committee may consider any information they deem relevant in determining a recommendation to the Board of


Directors, and may give each of the criteria considered as little or as much weight as they consider appropriate.

4. The bid price responses will be evaluated and ranked according to the best economic value offered.

5. The following criteria will be used by the Evaluation Committee in determining its

recommendation to the Board of Directors:

a. Proposer’s overall strength per the Evaluation Criteria (Exhibit B), and interview, if any.

b. Bid price for electricity (Bid Price Form, Exhibit C) c. Any other factors the Evaluation Committee deems relevant.

6. KSA reserves the right to reject any and all proposals and to waive informalities and

irregularities in any proposals received. Absence of required information may render a proposal non-responsive, in the sole discretion of KSA, resulting in rejection of the proposal.

7. KSA may, during the evaluation process, request from any proposer additional

information which KSA deems necessary to determine the proposer’s ability to perform the required services. If such information is requested, the proposer shall be permitted five (5) working days to submit the information requested.

8. An error in the proposal may cause the rejection of that proposal; however, KSA may,

in its sole discretion, retain the proposal and make any corrections it deems appropriate. In determining if a correction will be made, KSA will consider the conformance of the proposal to the format and content required by the RFP, and any unusual complexity of the format and content required by the RFP. If the proposer’s intent is clearly established based on review of the complete proposal submittal, KSA may, at its sole option, correct an error based on that established content. KSA may also correct obvious clerical errors. KSA may also request clarification from a proposer on any item in a proposal that KSA believes to be in error, and make corrections accordingly.

9. KSA reserves the right to select the proposal which in its sole judgment best meets

the needs of the KSA. The recommendation by the Evaluation Committee, and the final selection of a proposer by the Board of Directors, shall be based on any information and criteria the Evaluation Committee and Board consider relevant, which may include criteria not listed in paragraph 5 above. The lowest proposed bid price is not the sole criterion for recommending contract award.

10. All firms responding to this RFP will be notified of their selection or non-selection in

writing after the Evaluation Committee has completed the selection process. All proposers shall have seven days from the date of the notice to submit any additional information not previously submitted to KSA for final consideration before the Evaluation Committee’s recommendation is placed on the Board of Directors’ agenda.

11. KSA employees will not participate in the selection process when those employees

have a relationship with a person or business entity submitting a proposal which would subject those employees to the prohibition of Section 87100 of the Government Code. Any person or business entity submitting a proposal who has such a relationship with a KSA employee who may be involved in the selection process shall advise KSA of the name of KSA employee in the proposal.


12. Any person or business entity which engages in practices which might result in unlawful activity relating to the selection process including, but not limited to, kickbacks or other unlawful consideration paid to KSA employees, will be disqualified from the selection process.

13. The process, procedures and evaluation criteria used by KSA staff and the

Evaluation Committee in developing and issuing this RFP and evaluating the proposals received for purposes of making a recommendation to the Board of Directors shall be determined in the sole discretion of KSA. Potential proposers shall have no rights whatsoever regarding the processes and procedures used by KSA relating to this RFP or the manner in which a proposer is selected by either the Evaluation Committee or the Board of Directors, provided their decisions are not arbitrary and capricious, and there is some reasonable basis for the selection(s) made.

F. Solicitation Caveat The issuance of this solicitation does not constitute an award commitment on the part of

KSA, and KSA shall not pay for costs incurred in the preparation or submission of Proposals. KSA reserves the right to reject any or all Proposals or portions thereof if KSA determines that it is in the best interest of KSA to do so.

Failure to furnish all information requested or to follow the format requested herein, or the submission of false information, may disqualify the Proposer, in the sole discretion of KSA. KSA may waive any deviation in a Proposal. KSA’s waiver of a deviation shall in no way modify the RFP requirements nor excuse the successful Proposer from full compliance with any resultant agreement requirements or obligations.

G. Time Time and the time limits stated in this RFP are of the essence of this Request for

Proposal. H. Form of Agreement

No agreement with KSA is in effect until a contract has been signed by both parties. Attached to this RFP as Exhibit G is a sample agreement which is in substantially the form the successful proposer will be expected to sign. The final agreement may include the contents of the RFP, any addenda to this RFP, portions of the successful Proposer's Proposal and any other modifications determined by KSA to be necessary prior to its execution by the parties. The sample agreement included in this RFP is for informational purposes and should not be returned with a Proposal; however, the Proposal shall include a statement that the Proposer has reviewed the sample agreement and either i) will agree to the terms contained therein if selected, or ii) indicate those specific provisions of the sample agreement to which the Proposer takes exception and why. Raising of significant exceptions in a proposal, as determined in the sole discretion of KSA, may be cause for rejection of the proposer’s proposal. The selected Proposer will be required to execute an agreement with KSA within 30 days of the award. If agreement on the terms and conditions of the contract that are acceptable to the KSA cannot be achieved within that timeframe, KSA reserves the right to continue negotiations or to award the contract to another Proposer and begin negotiations with that Proposer.


Proposer must identify and provide contact information in their proposal of the individual within their organization who is authorized to negotiate the terms and conditions of any agreement between Proposer and KSA.

I. Modifications to Scope of Work

KSA may, from time-to-time, request changes in and/or additions to the services to be provided by the successful Proposer. Such changes that are mutually agreed upon by and between KSA and the selected Proposer shall be incorporated into the contract prior to execution of the contract, and by written amendments thereto after execution.

J. News Releases

News releases pertaining to any award resulting from this RFP may not be made without prior written approval of the KSA General Manager.

K. Statutes and Rules

The terms and conditions of this RFP, and the resulting consulting services and activities performed by the successful Proposer, shall conform to all applicable statutes, rules and regulations of the federal government, the State of California and KSA.

L. Background Review

KSA reserves the right to conduct a background inquiry of each Proposer that may include collection of appropriate criminal history information, contractual and business associations and practices, employment histories, reputation in the business community and financial condition. By submitting a Proposal to KSA the Proposer consents to such an inquiry and agrees to make available to KSA such books and records the KSA deems necessary to conduct the review.

II. PROPOSAL INFORMATION AND REQUIREMENTS A. General Instructions To receive consideration, Proposals shall be made in accordance with the following

general instructions:

1. The signature of all persons signing the Proposal shall be in long hand. 2. The completed Proposal shall be without alterations or erasures. Errors may be

crossed out and corrections printed in ink or typed adjacent, and must be initialed in ink by the person signing the Proposal.

3. No oral, telephonic, telegraphic, e-mailed or faxed Proposals will be considered.

4. The submission of a Proposal shall be an indication that the Proposer has

investigated and satisfied him/herself as to the selection process to be used by KSA, the conditions to be encountered, the character, quality and scope of the work to be performed, and the requirements of KSA.

5. All Proposals shall remain firm for one hundred and eighty (180) days from the

Proposal submission deadline. B. Business Address Proposers shall furnish their business street address. Any communications directed

either to the address so given, or to the address listed on the sealed Proposal container,


and deposited in the U.S. Postal Service by Certified Mail, shall constitute a legal service thereof upon the Proposer.

C. Corrections and Addenda

If a Proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in this RFP, the Proposer shall immediately notify the Contact Person of such error by email and request clarification or modification of the document. Modifications will be made by emailed notice of addenda posted to the RFP website to all parties registered to be in receipt of this RFP.

If a Proposer fails to notify the Contact Person prior to the date fixed for submission of Proposals of a known error in the RFP, or an error that reasonably should have been known, the Proposer shall submit a Proposal at their own risk, and if the Proposer is awarded a contract they shall not be entitled to additional compensation or time by reason of the error or its subsequent correction.

Addenda issued by the KSA interpreting or changing any of the items in this RFP, including all modifications thereof, shall be incorporated in the Proposal. The Proposer shall sign and date the Addenda Cover Sheet and submit same with the Proposal. Any oral communication by the KSA’s designated Contact Person or any other KSA staff member concerning this RFP is not binding on the KSA and shall in no way modify this RFP or the obligations of the KSA or any Proposers.

D. Proposal Format and Contents

For ease of review and to facilitate evaluation, the Proposals for this project shall be organized and presented in the following order: PROPOSAL ENVELOPE

Envelope label: KSA Solar Project Part 1: Qualifications and general requirements Include a narrative response to each of the items below.

1. Cover Page:

Include a letter of introduction signed by an authorized representative of

the firm certifying that all statements in the proposal are true and correct and shall constitute a warranty, the falsity of which shall entitle Kern County to pursue any remedy authorized by law, which shall include the right, at the option of Kern County, to declare any contract made as a result thereof, to be void. Indicate the name of the firm and the RFP project title.

2. Section I - Company Profile:

Provide specific information concerning the Developer in this section, including the legal name, address and telephone number of your company and the type of entity (sole proprietorship, partnership, or corporation and whether public or private). State if you are a local Kern County vendor as defined in section I.E.2. of this RFP (provide the street address of the local office). Include the name and telephone number of the person(s) in your company authorized to execute the proposed contract.


If two or more firms are involved in a joint venture or association, the proposal(s) should clearly delineate the respective areas of authority and responsibility of each party. All parties signing the Agreement with KSA shall be individually liable for the completion of the entire project even when the areas of responsibility under the terms of the joint venture or association are limited.

3. Section II - Qualifications and Experience: Provide a narrative of qualifications and experience that follows the format and categories itemized in Exhibit B, Evaluation Criteria.

4. Section III - Credentials/Resumes:

Of critical importance is the composition of the team proposed to provide services on this project. Credentials and resumes of the person(s) responsible for administering or providing the services must be provided. Include a statement of qualifications and resumes/backgrounds of key personnel assigned to the project, including training certifications of professional and non-professional personnel. Proposer shall specifically provide the following information on all management, supervisory and other key employees who will be providing service: a. Name, address and phone number b. Description of education c. General experience d. Experience or education related to the RFP project e. Letters of reference, if available List consultant firms, if any, that you plan to use for this project and their relevant experience.

5. Section IV – Subcontractors and suppliers:

KSA will consider contractual agreements that involve the firm’s use of subcontractors. List all subcontractors you plan to use for this project and their relevant experience. Such subcontractors will be acting as independent contractors and not as agents of the KSA. A labor and material payment bond and a performance bond will be required prior to the start of construction. See Exhibit G for bond amounts.


6. Section V – Insurance:

The selected proposer will be required to obtain, as a condition of the award of a contract, and the proposal shall state that the proposer will obtain the insurance as required in the attached agreement.

All insurance shall be issued by a company or companies listed in the current "Best's Key Rating Guide" publication with a minimum of A-, VII rating; or in special circumstances, as pre-approved by the Risk Management Division of the Office of County Counsel. The selected Proposer shall file with the Contact Person a Certificate(s) of Insurance stating the required coverages are in effect.

7. Section VI - Additional Information:

Include any other information you believe to be pertinent but not otherwise required by this RFP.

Part 2: Energy bid

1. Price Bid Form (Exhibit C)

Note: This forms includes the second page entitled “Technology Description”, and includes solar system sizing calculations.

E. Pre-Proposal Meeting

A Pre-Proposal meeting will be held on September 5, 2012, at 9:00 a.m. The meeting will be held at the KSA WWTP and will include a tour of the proposed solar site. The purpose of the meeting is to permit Proposers an opportunity to ask questions and/or provide feedback to KSA staff on specifics of this RFP. Preliminary answers may be given at the Pre-Proposal meeting. However, these responses are only preliminary and will not be final until they are provided as an addendum to the RFP. While some input obtained at the meeting may be incorporated into the RFP via addenda, remarks and explanations made at the meeting shall not change the provisions of the final RFP. All interested parties are urged to attend.

F. Proposal Submission

The Proposer shall submit six (6) hardcopies of the Proposal, and a CD containing .PDF files of all submitted material. Please submit all Proposals to:

Kern Sanitation Authority 2700 M Street, 5th Floor Bakersfield, CA 93301 Telephone (661) 862-5000

Proposals may be delivered in person, by courier service or by mail to the address indicated above. ALL PROPOSALS MUST BE SEALED AND RECEIVED BEFORE 11:00 A.M. ON SEPTEMBER 26, 2012, at the above office and address. Proposals submitted after the above deadline will not be accepted. It is strongly suggested that any Proposers intending to hand deliver a proposal on the last day for submission arrive at the Kern Sanitation Authority at least ten (10) minutes prior to the proposal receipt deadline. The clock at KSA will be the official time. Any proposal received at or after 11:00 A.M. will be returned unopened.

Only one (1) Proposal may be submitted from each Proposer. For purposes of this RFP, a Proposer is defined to include a parent corporation of the Proposer and any other subsidiary of that parent corporation. If a Proposer submits more than one (1) Proposal, all Proposals from that Proposer shall be rejected.


G. Withdrawal and Submission of Modified Proposal

A Proposer may withdraw a Proposal at any time prior to the submission deadline by submitting a written notification of withdrawal signed by the Proposer or his/her authorized agent. The Proposer must, in person, retrieve the entire sealed submission package. Another Proposal may be submitted prior to the deadline. A Proposal may not be changed after the designated deadline for submission of Proposals.

H. Opening of Proposals

Proposals will not be opened in public. See Part I, Article E of this RFP for the Selection Process.

I. Disposition of Proposals and Proprietary Data

All materials submitted in response to this RFP become the property of KSA. Any and all Proposals received by KSA shall be subject to public disclosure and inspection, except to the extent the Proposer designates trade secrets or other proprietary data to be confidential, after the Evaluation Committee has completed its deliberative process and either the Proposer has been informed that they are not the Proposer selected by the Evaluation Committee for recommendation to the Board of Directors, or the matter has been set for consideration before the Board of Directors, whichever comes first. Material designated as proprietary or confidential shall accompany the Proposal and each page shall be clearly marked and readily separable from the Proposal in order to facilitate public inspection of the non-confidential portion of the Proposal. Prices, makes and models or catalog numbers of the items offered, deliverables, and terms of payment shall be publicly available regardless of any designation to the contrary. KSA will endeavor to restrict distribution of material designated as confidential or proprietary to only those individuals involved in the review and analysis of the Proposals. Proposers are cautioned that materials designated as confidential may nevertheless be subject to disclosure. Proposers are advised that KSA does not wish to receive confidential or proprietary information and that Proposers are not to supply such information except when it is absolutely necessary. If any information or materials in any Proposal submitted is labeled confidential or proprietary, the Proposal shall include the following clause:

(legal name of Proposer) shall indemnify, defend and hold harmless the Kern Sanitation Authority, its officers, agents and employees from and against any request, action or proceeding of any nature and any damages or liability of any nature, specifically including attorneys' fees awarded under the California Public Records Act (Government Code §6250 et seq.) arising out of, concerning or in any way involving any materials or information in this Proposal that (legal name of Proposer) has labeled as confidential, proprietary or otherwise not subject to disclosure as a public record.

EXHIBITS FOLLOW

Exhibit A Page 1 of 1

EXHIBIT A Kern Sanitation Authority Solar Project

DEVELOPER REGISTRATION FORM (Must be submitted to be notified of Addenda)

Company Name:___________________________________________________________ (Lead Bidder) Contact Person:____________________________________________________________ Contact Person’s Title:_______________________________________________________ Phone Number:____________________________________________________________ Fax Number:_______________________________________________________________ E-mail Address:_____________________________________________________________ Company WebSite Address:___________________________________________________ Mailing Address:_____________________________________________________________

_____________________________________________________________

City _____________________________________________________________ State _____________________________________________________________ Zip code: _____________________________________________________________ Business Classification: (mark the appropriate classification)

__Corporation __Limited Liability Corporation __Partnership/Joint Venture __Other If “Other”, please describe:

Contractor license number: _______________________

Exhibit B Page 1 of 3

EXHIBIT B Kern Sanitation Authority Solar Project

EVALUATION CRITERIA

Include a narrative response to each of the “Qualifications and Capabilities Considered” items below and include in the proposal envelope. Items marked “Upon request” shall be provided upon request of KSA within 5 working days after request. Qualifications & Capabilities

Considered Minimum Requirements To Pass

A. System Design & Engineering 1. Total generation capacity of solar

PV systems engineered and designed, and types of applications over the last three (3) years.

1. Demonstration that proposer has engineered and designed a solar PV system of similar size and scope as the solar PV system contemplated under this RFP.

2. Experience with engineering and designing electrical interconnection of solar PV systems.

2. Demonstrated experience with engineering design of electrical grid interconnection for a PV solar array of the size and type contemplated in this RFP.

3. Experience with engineering and designing metering and meter data solutions for both billing and energy management; experience with or some capacity to integrate with facility Energy Management Systems.

3. Demonstrated experience with billing systems, installation of PV solar power system data acquisition and monitoring systems as described in this RFP.

B. Installation Qualifications and Experience 1. Number of projects and types of applications of solar PV systems installed by proposer over the last three (3) years.

1. Proposer has installed at least one PV array of the size and type contemplated in this RFP in the last three (3) years.

2. Solar PV system installation experience in California.

2. Proposer demonstrates total installed solar PV generation capacity in California of 3 MW in the last three (3) years, with at least 1 MW in the PG&E utility service territory.

3. Appropriate contractors license for the installation of solar PV systems.

3. Provide evidence to demonstrate meeting this requirement.

C. Project Management, Implementation & Delivery Capabilities, Capacity & Experience 1. Project management capability

1. Demonstrate project construction and installation management capabilities and experience.

2. Project delivery capability.

2. Demonstrate partnerships or associations with photovoltaic manufacturing facilities and any other major component providers or suppliers such as tracking system, inverter manufacturers which


guarantee timely procurement of critical materials.

D. Solar Maintenance, Output Monitoring & Billing 1. Monitoring, diagnosing & tracking system performance and energy output

1. Proposer demonstrates experience in monitoring solar PV system performance and for performing monitoring, diagnosing and tracking system performance.

2. Solar PV system maintenance.

2. Proposer demonstrates experience in maintaining solar PV systems of the size and type contemplated in this RFP.

3. System for tracking output and billing host site, consistent with price form bid

3. Provider demonstrates experience in tracking system output and billing host site.

4. Understanding of utility tariffs, applicable regulations, and effective monitoring of both.

4. Proposer demonstrates an understanding of utility tariffs and applicable regulations regarding the installation and operation of grid parallel on site solar PV systems in California. Proposer also demonstrates how they monitor changes in utility tariffs and the regulatory activities that affect solar PV systems.

E. Project Financing Experience

1. Experience in securing financing that will be required to implement the total cost of the solar PV system that is included in proposer’s price bid response.

1. Provides description of financing methods that have been utilized on past projects, as well as anticipated for the solar PV project included in proposer’s response.

2. Experience financing solar PV systems as contemplated in this RFP under a third party ownership model with the solar power sold under a power purchase agreement.

2. Provide examples and evidence of all of the solar PV systems that the proposer has installed under a third party ownership and power purchase agreement business model. Proposer must have at least one (1) solar PV system currently in commercial operations under its management under a third party power purchase agreement business model.

F. Technology Proposed and Performance 1. Performance ratings of technology proposed– PV modules and associated tracking systems, inverters, mounting systems, meters.

1. Must meet minimum specifications of this RFP.

2. Field data performance of systems previously installed, including performance over time.

2. Demonstrate that previous installations perform at or above the expected output level for these installed systems


G. Financial/Business Strength of Proposer 1. Evidence that capital team members, as applicable, can secure financing required for the installed cost of the system bid.

1. Provide statement that Proposer can secure financing. Upon request, provide a commitment letter from anticipated funding source(s) to supply 1.0 times the gross installed cost of the system. Capital sources in turn must demonstrate they are financially solvent and funds are available for the project.

2. Evidence that proposer can meet the insurance requirements of this RFP and the solar agreement.

2. Provide statement that Proposer can meet the insurance requirements of this RFP. Upon request, provide a letter from the Proposer’s insurance carrier that insurance required of this RFP can be provided.

3. Evidence that the proposer is a creditworthy company and in good standing.

3. Upon request, Proposer submits credit information. Minimum criteria are one of the following: Standard and Poor’s – BBB; Moody’s – Baa; Fitch – BBB; Dunn and Bradstreet – IC-2; A.M. Best – B.

H. Client/Customer Reputation of Proposer 1. Testimonials of previous or current solar PV customers and financial clients from solar projects installed in the last three (3) years.

1. Provide a list of at least three references. Upon request, provide at least three customer testimonials representing a reasonable cross section of previous and/or current customers expressing satisfaction with the service provided and willingness to continue a business relationship with the proposer. Customer systems must be under a third party power purchase agreement business model currently in commercial operation and under the management of the proposer.

I. Understanding of RFP 1. Ability to complete the project as described in this RFP.

1. Provide statement that the proposer fully understands the intent of this RFP and that he has no questions or ambiguities.

Exhibit C Page 1 of 2

EXHIBIT C Kern Sanitation Authority Solar Project

PRICE BID FORM

Include the Technology Description form and system sizing calculations with this Price Bid Form

20-year bid price options for solar power

Kern Sanitation Authority will select one of the following two price options:

Option 1: Fixed Price/ kWh: 0% escalation $___________ / kWh

Option 2: First Year Price/ kWh: 2% annual escalation $___________ / kWh

Attach a detailed 20-year breakdown of solar output, energy cost and a 20-year annual and grand total of estimated savings for each of the bid price options above. Size: _____________________(kWdc) ______________________(kWac) Type: Fixed tilt Flat 1-axis tracking Tilted 1-axis tracking Proposed Customer’s otherwise-applicable rate schedule (OAS): ________________ (per Article 2.6 of PG&E’s Interconnection Agreement For Net Energy Metering) The undersigned also offers the following performance guarantee:

Signed: _____________________________ Dated:__________________________

Print Name:__________________________ Company:_______________________

Expected Performance Output: The quantity of solar power that bidder commits to deliver each year to the host facility in kWh is: _______ _ (state first year quantity) with a _____________ annual degradation factor (% per year).

Bidder guarantees a Minimum Performance Output from the solar system each calendar year, at a level equal to 90% of the Expected Performance Output. This production guarantee is based on the bidder’s best estimate of the solar irradiance available at the host site. Penalty for failure to meet this level will be payment or invoiced credit to the KSA of 1.0 times the expected savings missed, up to the 90% guarantee level.

Exhibit C Page 2 of 2

Technology Description Description of Solar System Components Included in Design for this Site (Indicate manufacturer, model, size, technology, etc.)

Warranty Applicable

Approximate footprint size (square footage) of overall solar array

Solar photovoltaic module

Inverters

Combiner boxes

Single axis tracking system drive mechanism specification, tracking angle, overall performance efficiency:

Grounding and lightning protection scheme

Water line and hose bib requirements; water pressure requirements

Balance of System Components

Metering equipment and Data presentation

Specialized Structural Materials

General Notes

The purpose of this Form is to enable the review panel to quickly view the equipment proposed. Bidder may submit supplemental information and specifications for each equipment item offered as a separate enclosure. INCLUDE SYSTEM SIZING CALCULATIONS, INCLUDING EFFECT OF PROPOSED VARIABLE FREQUENCY DRIVES ON HISTORIC POWER CONSUMPTION LEVELS, SYSTEM LOSSES AND DEGRADATION OVER THE TERM OF THE AGREEMENT.

0 5000 10000 ft.

Exhibit D - KSA Solar Facility Location Map

Legend

This map is a user generated static output from an Internet mapping site and is for generalreference only. Data layers that appear on this map may or may not be accurate, current, orotherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION.

Scale: 1:85,993Map center: 6276152, 2308713

0 350 700 ft.

Exhibit E - KSA Solar Facility Site Map

Legend

This map is a user generated static output from an Internet mapping site and is for generalreference only. Data layers that appear on this map may or may not be accurate, current, orotherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION.

Scale: 1:6,164Map center: 6276681, 2314611

Exhibit F Page 1 of 3

EXHIBIT F Kern Sanitation Authority Solar Project

GENERAL INFORMATION AND CRITERIA

Concept Developer shall design, obtain permits, finance, build, own, operate, monitor and maintain a net-metered PV solar facility to provide energy to the KSA WWTP under a PPLA. KSA will re-sell excess solar power back to PG&E during peak solar production to offset the cost of power used from the grid at night. Site information: Address: 4101 Kimber Avenue

Bakersfield, California 93307 Location data:

• Latitude: 35.349º • Longitude: -118.957 º • Elevation: approx. 490 ft. above sea level

The approximately 6 acres shown on Exhibit E is available for the solar array. Electrical Service The KSA WWTP is currently provided power by PG&E through three separate meters. Of the three services, the PV array will be interconnected to the service now provided by:

• Meter no.: 1009410264 • Account no.: 5615825214-0 • Service ID no.: 5615825662 sewage plant • Rate schedule: E19S

This service provides power to the various pumps as shown on the electrical site plan and single line diagram; Exhibit F-5. Billing history and interval data A copy of a typical PG&E invoice is attached as Exhibit F-1. A 3-year billing history is attached as Exhibit F-2. Available 15-minute interval data are listed in Exhibit F-3 (available in Microsoft Excel format only) PG&E Energy Audit Exhibit F-4 is a preliminary energy audit prepared for KSA by PG&E, and is included for general reference only. KSA will implement most of the audit recommendations, although the audit was not prepared in conjunction with this solar facility RFP and PG&E does not recommend that their audit results be used in the sizing of the solar facility. As related specifically to this RFP, KSA will implement the audit recommendation of installing variable frequency drives (VFDs) on three 50-HP pumps, prior to the completion of the solar facility. The pumps are served by the same electrical service that will be interconnected with the proposed solar facility. The Developer shall independently determine the effect of the planned installation of the VFDs on kWh energy savings and thus on the proposed size of the solar facility. This effect shall be reflected in the sizing calculations that are a part of the Price Bid Form, Exhibit C. To reiterate, the installation of the VFDs is a separate project outside of this RFP, and all VFD-related utility incentives will belong to KSA. Nevertheless, the Developer shall account for the projected VFD-related kWh energy savings in the sizing of the solar facility.


Estimated system size The estimated solar system size is between 210-260 kW. It is the Developer’s responsibility to design the system so as to maximize the benefit to the Owner. That is, the final design size may inside or outside of the 210-260 kW range. System type Developer option: Fixed tilt, flat 1-axis tracking, or tilted 1-axis tracking. Minimum system requirements See Exhibit F-6. Commercial Operations Date (COD) The required COD is no later than March 1, 2014. Proposed otherwise-applicable rate schedule The Developer shall determine the Customer’s otherwise-applicable rate schedule (OAS), per Article 2.6 of PG&E’s Interconnection Agreement For Net Energy Metering (form 79-978), that provides the maximum benefit to KSA. The Developer shall verify with PG&E that the selected rate schedule is allowable and available from PG&E for this project. The proposer shall enter the OAS on the Price Bid Form. Permitting Building permits are the responsibility of the Developer, and are issued by Kern County. California Solar Initiative (CSI) The selected Developer shall make application and pay the required reservation fee for participation in the CSI rebate program. The amount of the reservation fee will depend on the size of the proposed PV array. The Developer pays the reservation fee at his own risk; the Owner is not liable should the fee be forfeited, regardless of the cause of such forfeiture. Renewable Energy Certificates (RECs) Any RECs generated by the project will be shared equally by the Owner and the Developer. Price Escalators

• PG&E rate escalation: Developers shall use 3% as the assumed annual PG&E rate of escalation in calculating the assumed savings over the twenty year term of this agreement

• PPLA rate escalation: Developers shall submit two bid price options for $/kWh solar bid prices;

one based on 0% annual escalation and one based on 2% annual escalation. Ground lease rent The Developer will be charged rent at the rate of $0.01/s.f./year for the land within the fenced area of the solar facility. There is no annual rent escalation. Expansion Developer shall pre-plan for 100% expansion of the solar facility, and include planning for the aggregation of all meters at the site being served by one point of interconnection to an expanded solar array. The expansion shall be shown graphically on a site plan and single line drawing for Owner approval.


PPLA Agreement The Power Purchase and Lease Agreement shall be in substantial compliance with Exhibit G. All comments, objections, or suggested additions and/or deletions to this agreement must be submitted at the time the proposal is submitted, and will not be considered afterwards. Significant disagreement with the PPLA may disqualify the proposer. Coordination with PG&E It will be the Developer’s sole responsibility to coordinate with PG&E for the interconnection and net metering agreements (including those signed by KSA) and installation. Developer shall provide required applications, drawings and technical assistance, and pay all fees, as required by PG&E. Minimum guaranteed solar output The Developer will enter the Estimated Power Output (EPO) on the bid form. The Minimum Power Output (MPO) to be guaranteed by the agreement is 90% of the EPO. Schedule and concept drawings Within two weeks after notification of selection for the project, the Developer shall submit a detailed schedule (Microsoft Project) indicating the major phases of the work. The developer shall also submit a conceptual layout and single line drawing of the PV solar array and interconnection. Security and environmental risks Developers are solely responsible to assess security and environmental risks, and to provide measures that mitigate these risks to a level acceptable to them. The KSA WWTP has experienced theft of copper wiring and sections of chain link fence in the past. Solar panels have been stolen at various locations throughout the Bakersfield area. Environmental risks include hail, lightning, wind, earthquakes, etc. Dust and weed control Developers are solely responsible for long-term dust and weed control within the fenced area of the solar array, to the satisfaction of the manager of the WWTP. Dust control includes both cleaning of the modules, and mitigating wind-blown dust from the ground. Owner approval of final design The Developer shall obtain the Owner’s approval of the final PV solar array design, as well as any subsequent changes. Alternates Be advised that the selection process will be based on proposals that are in accordance with the above criteria. However, Developers may submit alternates to any of the criteria above for the Owner’s future consideration.

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Kern Sanitation Authority Solar Project Exhibit F-1 4 pages

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Exhibit F-2Page 1 of 2

2/15/12 to current

Serv Agree # Read Date Days Rate Elect Cost KW KWHPeak KW

Part Peak KW Off Peak KW Peak KWH

Part Peak KWH

Off Peak KWH

5615825662 4/16/2012 29 HE19SW 5218.53 87 49,947 0 87 86 0 21984.84 27961.845615825662 3/18/2012 32 HE19SW 5641.61 87 55,741 0 87 87 0 22188.88 33552.2

105,6883/30/11 to 2/15/12



Part Peak KWH

Off Peak KWH

1081309436 2/15/2012 29 HE19SW 5324.34 88 51,388 0 88 88 0 22645.8 28742.361081309436 1/17/2012 33 HE19SW 6080.78 90 59,320 0 89 90 0 22627.04 36693.241081309436 12/15/2011 29 HE19SW 5556.94 88 51,575 0 87 88 0 21323.96 30250.721081309436 11/16/2011 30 HE19SW 6586.2 89 52,907 85 89 88 4839.64 17423.36 30644.441081309436 10/17/2011 29 HE19SW 7416.48 89 50,807 86 89 89 10057.36 11952.68 28796.681081309436 9/18/2011 32 HE19SW 7511.66 84 53,610 81 83 84 9738.28 11509.72 32361.521081309436 8/17/2011 29 HE19SW 7160.75 85 49,398 82 83 85 9838.16 11573 27986.921081309436 7/19/2011 30 HE19SW 7838.22 103 51,921 103 88 90 10055.12 11868.16 29997.981081309436 6/19/2011 32 HE19SW 7684.83 86 54,987 82 84 86 9867.4 11688.72 33431.241081309436 5/18/2011 29 HE19SW 6166.21 85 46,461 81 84 85 5611.52 14360.28 26489.361081309436 4/19/2011 20 HE19SW 3599.7 83 33,485 0 82 83 0 14430.6 19053.96

555,8591/16/09 to 3/30/11



Part Peak KWH

Off Peak KWH

1081309005 3/30/2011 9 E19SW 1572.34 82 14,480 0 79 82 0 6920 75601081309005 3/21/2011 32 E19SW 5299.27 80 49,800 0 79 80 0 19920 298801081309005 2/17/2011 29 E19SW 4838.12 79 45,160 0 79 78 0 19680 254801081309005 1/19/2011 30 E19SW 5058.31 79 47,560 0 78 79 0 21240 263201081309005 12/20/2010 32 E19SW 5271.11 78 50,200 0 78 77 0 20000 302001081309005 11/18/2010 30 E19SW 5625.04 77 45,840 74 76 77 3720 15640 264801081309005 10/19/2010 29 E19SW 6720.58 80 44,920 77 80 80 9080 10880 24960

EXHIBIT F-2

3-YEAR BILLING HISTORY

Kern Sanitation Authority Solar Project

Exhibit F-2Page 2 of 2

1081309005 9/20/2010 32 E19SW 7034.3 79 49,400 74 77 79 8800 10480 301201081309005 8/19/2010 30 E19SW 6895.33 80 46,600 77 79 80 9440 11160 260001081309005 7/20/2010 32 E19SW 7369.17 82 51,400 80 81 82 9320 11120 309601081309005 6/18/2010 30 E19SW 7251.75 82 49,080 80 81 82 9520 11160 28400

494,440



Part Peak KWH

Off Peak KWH

1081309005 5/19/2010 29 E19SW 6530.82 84 47,760 80 82 84 5520 15480 267601081309005 4/20/2010 29 E19SW 5282.86 82 47,800 0 82 82 0 20960 268401081309005 3/22/2010 32 E19SW 5906.49 112 51,880 0 112 95 0 21880 300001081309005 2/18/2010 30 E19SW 4966.22 83 45,760 0 82 83 0 19200 265601081309005 1/19/2010 33 E19SW 5687.15 83 54,680 0 82 83 0 20920 337601081309005 12/17/2009 30 E19SW 4824.5 83 45,720 0 83 83 0 18800 269201081309005 11/17/2009 32 E19SW 4111.17 53 33,920 50 53 53 2840 9040 220401081309005 10/16/2009 29 E19SW 5567.96 82 34,280 79 80 82 6080 7640 205601081309005 9/17/2009 30 E19SW 7242.25 84 49,440 82 83 84 9640 11160 286401081309005 8/18/2009 29 E19SW 7471.8 89 50,320 86 87 89 10160 12000 281601081309005 7/20/2009 31 E19SW 8088.5 91 56,280 89 91 90 10520 12400 333601081309005 6/19/2009 31 E19SW 8254.26 93 57,200 89 93 92 11200 13280 327201081309005 5/19/2009 29 E19SW 7044.32 92 53,800 90 91 92 6160 17200 304401081309005 4/20/2009 32 E19SW 6144 93 60,040 0 91 93 0 24960 350801081309005 3/19/2009 29 E19SW 5450.3 94 53,920 0 92 94 0 23680 302401081309005 2/18/2009 33 E19SW 5605.34 93 60,240 0 93 92 0 24760 35480

803,040

3 year average kWh (2/18/09 to 2/15/12) = (555,859+494,440+803,040) kWh / 3 years = 617,780 kWh/ year

Exhibit F-3 Page 1 of 1

EXHIBIT F-3 Kern Sanitation Authority Solar Project

INTERVAL DATA

15-minute interval data is available on the RFP websites in Microsoft Excel format, but only for the following time periods: February 16, 2012 – March 18, 2012 File name: County of Kern Interval-4101 Kimber2-16-12.xls March 19, 2012 – April 16, 2012 File name: County of Kern Interval-4101 Kimber3-19-12.xls April 17, 2012 – May 13, 2012 File name: County of Kern Interval-4101 Kimber 4-17-12.xls

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Kern Sanitation Authority Solar Project Exhibit F-5 2 pages


EXHIBIT F-6 Kern Sanitation Authority Solar Project

MINIMUM SYSTEM AND INSTALLATION STANDARDS

A. Intent

The intent of this Request for Proposal is for the System Provider to provide a complete operating PV solar system, sized and designed to provide maximum benefit to the Kern Sanitation Authority.

B. Design, codes and regulations Responses to this RFP must include all processes and equipment needed to produce solar generated electric power suitable for use by the electrical system of the host facility. Solar PV system specifications shall be in compliance with any and all requirements for the installation of solar PV systems as established by the California Solar Initiative, the California Public Utilities Commission, the California Energy Commission, all applicable California Building Codes, and any other authority having relevant jurisdiction. The design of integrating the solar PV system with other existing on site power sources (i.e. emergency back up generation) will be the responsibility of the Contractor. Final project installation proposals must include all costs to achieve commercial operation.

C. Project schedule

The System Provider shall specifically outline and identify all solar power milestones. Minimal critical milestones of the schedule shall include but not be limited to the following: 1. Site verification and field coordination kick off meeting 2. Preliminary design commencement 3. Equipment and material procurement schedule 4. Project coordination meetings 5. Document design (DD) and Construction Documentation (CD) 6. Shop drawing documentation 7. Material procurement 8. Design review and approval by KSA 9. Field installation logistic, support structure foundation 10. Grounding system and infrastructure conduit works 11. System instruction (personnel training) and maintenance documents 12. System test and commissioning 13. Grid integration

D. Electric power requirements

1. All proposals must be for solar power delivered on an alternating current (AC) power basis and interconnected into KSA’s host facility’s primary AC power system and the PG&E utility grid. The power delivered to the KSA host facility will meet established standard requirements for power delivery and consumption in terms of appropriate voltage levels, voltage frequency, amperage, and power quality.

2. Systems must be designed and installed using UL or ETL listed components, including mounting systems. Interconnection of the solar PV system will also adhere to the requirements of the local utility’s rules, regulations and tariffs pertaining to the interconnection and operation of a solar PV system.

3. Modules must be certified to UL 1703 or as required by the California Solar Initiative incentive program and/or the CEC.

4. The system must include all hardware needed for the installation, interconnection, and operation of the solar PV system. Bidders are advised that


the definition of a “solar PV system” in this RFP includes all of the equipment necessary to interconnect and operate in parallel to the utility grid, including metering.

5. Inverters must comply with the following requirements: a. IEEE 929-2000, “Recommended Practice for Utility Interface of Photovoltaic

(PV) Systems”; and b. UL Subject 1741, “Standard for Static Inverters and Charge Controllers for

use in Photovoltaic Power Systems” c. Any and all requirements as listed by the California Solar Initiative incentive

program and/or the CEC for the installation of solar PV systems. 6. Other codes that will apply include, but are not limited to:

a. AMSE PTC 50 (solar PV performance) b. ANSI Z21.83 (solar PV performance and safety) c. NFPA 853 (solar PVs near buildings) d. NFPA 70 (electrical components) e. IEEE 1547 (interconnections)

E. Electrical wiring requirements

The System Provider shall ensure that all feeder and data conduits, wires, equipment such as AC and DD collector panels, circuit breakers, platform PV interconnection straps and support structure hardware installation shall conform to strict standards of the National Electrical Code (NEC) equipment installation standards. All solar power system design shall comply with section 690 of the National Electrical Code (NEC). All outdoor equipment housing shall be weather proof and NEMA4x rated unless otherwise indicated. All wires and conduits shall be sized as to minimize voltage drop or signal degradation. All exposed wires shall be UV rated against solar exposure. All underground power feeder and data conduit banks shall conform to standards and shall be concrete encased.

F. Meters and interconnection with existing electrical service and back-up generator The System Provider shall be fully responsible to coordinate the entire process of solar power generation system grid connectivity and net metering with PG&E.

G. Structural requirements

Any and all structures and structural elements necessary for the installation and operation of the solar PV system shall be designed in accordance with all applicable California Building Codes and Standards that pertain to the erection of such structures. Contractors shall provide structural calculations, stamped and signed by a licensed professional structural engineer in good standing with the State of California, as part of the plan check and review requirement. Particular attention shall be given to the prevention of corrosion at the connections between dissimilar metals such as aluminum and steel, or corrosive soils. Successful solar bidders must warrant and maintain the full structural integrity of the solar PV system for the full term of the solar agreement.

H. System monitoring

The System Provider shall provide a public web-based monitoring system with display data at least equal to that used for the Meadows Field Solar Facility in Bakersfield, California. The airport’s website can be accessed through the Kern County website, or at http://view.fatspaniel.net/PV2Web/merge?view=PV/standard/Simple&eid=267376

http://view.fatspaniel.net/PV2Web/merge?view=PV/standard/Simple&eid=267376


I. Perimeter fencing and gates

Galvanized chain link fencing, 6 ft. high with 3-strand barbed wire at top, enclosing entire facility. Provide one 24 ft. wide gate, minimum.

J. Inverter pads and shelters:

Concrete pads (min. 6” thick, reinforced), with metal canopy shade structures

L. Cleaning apparatus Provisions for automatic cleaning of the PV modules, including an adequate water supply.

M. System expansion

The design shall include planning for 100% expansion and accommodation of future aggregation and interconnection of the other meters at the site. Developer shall provide a site plan and single line diagram showing the future expansion.

N. Permits and clearances

KSA will assist the vendor in obtaining required permits and clearances. However, it remains the System Provider’s responsibility to obtain the same.

O. Record documents

System Provider to provide digital and mylar as-built drawings and digital and two (2) hardcopy Operations & Maintenance manuals for the Customer’s use.

P. Operations and Maintenance System provider shall not expect the host facility to assist in the operation and maintenance of the solar PV system. As part of the acceptance of the solar PV system by the host facility, the Contractor shall instruct and provide operations manuals on how to shut down the solar PV system in the event of an emergency at the host facility. Contractor shall ensure that emergency first responders can easily identify what to do in the event of an emergency and perform these tasks quickly and safely.

The Contractor shall plan to provide host facility notification as early as practical (but in no event less than ten (10) business days) prior to any planned maintenance and repairs. The Contractor will be required to coordinate maintenance and repair activity with the host facility. Contractor shall operate and maintain the solar system so as not to disrupt the operation of the facility as per the solar agreement.

Exhibit G Page 1 of 21

EXHIBIT G Kern Sanitation Authority Solar Project

POWER PURCHASE AND LEASE AGREEMENT

This Agreement, made and entered into this ____ day of __________, 2012, is by and between ____________________________ (hereinafter “Service Provider”), and the Kern Sanitation Authority, (hereinafter “Customer” or “KSA”);

RECITALS

WHEREAS:

(a) Customer owns property in Kern County, California, as further described in Exhibit “A” (hereinafter “Property Site”); and

(b) Service Provider designs, installs, operates and maintains equipment that produces electricity from solar energy; and

(c) Service Provider desires to sell, and Customer desires to purchase, electricity generated from a solar photovoltaic generation facility (“Solar Facility”) to be installed, operated, and maintained by Service Provider, and to be located on the Property Site; and

(d) Service Provider will apply for, and anticipates that it will receive final approval of, a rebate at Step ___ (PBI) of the California Solar Initiative (hereinafter “Rebate”); and

(e) Customer shall grant Service Provider a lease on the Property Site solely for the installation, maintenance, and operation of the Solar Facility on terms described herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Service Provider and Customer (sometimes referred to herein as “Parties”) agree as follows: Article 1. DEVELOPMENT OF SOLAR FACILITY 1.1 Service Provider shall design, obtain permits, finance, install, own, operate, monitor and

maintain a _____ kWdc [fixed, tracking, etc.] photovoltaic solar facility in conformance with the requirements of the Request For Proposal and with its proposal dated ____, which is attached herewith as Exhibit B.

1.2 Any subsequent changes to the original proposal shall be first approved in writing by the

Customer. 1.3 The quantity of solar power that Service Provider commits to deliver each year to the host

facility in kWh is: _______ _ (state first year quantity) with a _____________ annual degradation factor (% per year).

1.4 Service Provider guarantees a Minimum Performance Output from the solar system each

calendar year, at a level equal to 90% of the Expected Performance Output. This production guarantee is based on the Service Provider’s best estimate of the solar irradiance available at the host site. Penalty for failure to meet this level will be payment or invoiced credit to KSA of 1.0 times the expected savings missed, up to the 90% guarantee level.

1.5 Service Provider shall confirm in writing with PG&E that the ______ otherwise-applicable

rate schedule upon which its proposal is based is allowable and available for the entire term of the agreement.


1.6 Service Provider shall coordinate with PG&E for all interconnection and net metering agreements and installation. Service Provider shall provide all required applications, drawings and technical assistance, and pay all fees, as required by PG&E.

1.7 Service Provider shall plan for a 100% expansion of the solar facility, including planning for the aggregation of all electrical services to the KSA wastewater treatment plant (“WWTP”) to allow for one future point of interconnection for an expanded solar facility. Planning shall consist of a map and single line diagram, and shall be approved by the Customer.

Article 2. PURCHASE AND SALE OF SOLAR ELECTRICITY 2.1 Customer will purchase all Solar Electricity (which term and all other capitalized terms used in

this Agreement are defined in Appendix I attached to this Agreement and made a part hereof) supplied by the Solar Facility, up to the available output of the Solar Facility, and whether or not Customer uses such Solar Electricity. The Solar Facility shall interconnect to the electricity grid and shall be Net Metered. Service Provider shall have no right to sell Solar Electricity from the Solar Facility to anyone other than Customer.

2.2 Subject to the provisions of this Agreement, Customer shall pay an aggregate monthly

charge equal to the Energy Charge for all Solar Electricity delivered pursuant to Exhibit “C” and Section 7.2 below.

2.3 In purchasing the Solar Electricity produced pursuant to this Agreement, Customer is also

purchasing 50% of all rights to the Renewable Energy Certificates (“RECs”) associated with the Solar Facility.

Article 3. TERM 3.1 The initial term of this Agreement shall commence on the date first above written and

conclude on the twentieth (20th) anniversary date of the Commercial Operations Date (“Initial Term”) unless otherwise modified or extended as provided herein.

3.2 Unless this Agreement has been terminated, the term of this Agreement may be extended by

Customer for up to two additional five (5) year periods (“Additional Extension Periods”), commencing on the day following the conclusion of the Initial Term or the preceding Additional Extension Period, as the case may be, subject to Section 3.3 hereof. The term of this Agreement is the Initial Term plus any Additional Extension Periods (“Term”).

3.3 If no Event of Default has occurred and this Agreement has not been earlier terminated in

accordance with its terms, Customer has the option to purchase at the end of the Initial Term or any Additional Extension Period, as applicable, the Solar Facility then covered by this Agreement for a cash purchase price equal to the fair market value of such Solar Facility. The fair market value shall be determined on the basis of, and shall be equal to, the value which would be obtained in an arm’s length transaction between informed and willing parties for such a Solar Facility, in use and in place for its originally intended purpose, as is. If the Customer chooses not to purchase the facility, the Service Provider will remove the facility and restore the site to its original condition.

3.4 Except as otherwise provided, and provided the Solar Generation System has not been

purchased by Customer pursuant to Section 3.3 above, then upon the end of the Term of this Agreement, Service Provider shall, at its sole cost and expense, completely sever, disconnect and remove all Service Provider Property from the Property Site and return the property to its original condition.


Article 4. LEASE AND USE OF PROPERTY BY SERVICE PROVIDER 4.1 Customer, for and in consideration of the covenants, conditions, agreements, and stipulations

herein set forth, demises and leases to Service Provider, the Property Site depicted in the property drawing entitled “Proposed Energy Lease Site, Kern Sanitation Authority”, attached hereto as Exhibit “A” and incorporated herein by this reference. [Actual lease area within the available six (6) acres to be determined by the footprint of the System Provider’s final design.]

4.2 The term of this lease shall be for the period specified in Article 3 above. 4.3 In the event Service Provider shall hold over after the Term herein granted with the express

or implied consent of Customer, such holding over shall be a tenancy only from month to month and shall be governed by the terms, covenants, and conditions contained in this Agreement, excepting the rental consideration. Lessee shall pay during such holding over such rent as Customer may determine appropriate, based on the then prevailing fair market rental value of the Property Site (excluding consideration of the market value of Lessee’s improvements and inventory on the Property Site). Such rental value is to be determined by a then current appraisal by Customer.

4.4 As and for annual rent, Service Provider agrees to pay to Customer in lawful money of the

United States without deduction or offset, except as provided herein; to the Kern Sanitation Authority, 2700 M St., 5th Floor, Bakersfield, California 93301, or to such person or persons and at such place or places that may be designated from time to time by Customer, the following sums: One cent ($0.01) per square foot (actual leased area) per year. The annual rent for the Property Site shall be payable in advance throughout the Term of this Agreement or monthly in advance for any hold-over period. With the prior permission of the KSA General Manager, Customer may accept in lieu of said rental a credit against Customer’s monthly electrical bill.

4.5 If money payable to Customer as a condition of this Agreement is not paid in full when due, a

penalty of five percent (5%) of the amount due and unpaid shall be added to the amount due, and the total sum of the rent then due plus penalty shall become immediately due and payable to Customer. A further penalty of five percent (5%) of the amount due and unpaid, including previously assessed penalties, shall be added for each additional month that said amount remains unpaid. The assessment and collection of the aforementioned 5% penalty is in addition to any other rights given to Customer herein in the event Service Provider does not faithfully perform the terms, covenants, and conditions of this Agreement. Customer shall have the right to deduct any such penalties from any monthly Energy Charge payable by Customer to Service Provider.

4.6 This lease of the Property Site is made for the purpose of allowing Service Provider to

construct, maintain, and utilize a solar energy production facility for the exclusive benefit of Customer. Service Provider shall not use or permit the Property Site to be used for any other purpose without the prior written consent of the General Manager of the Kern Sanitation Authority, which may be granted or withheld in the General Manager’s sole discretion. Service Provider shall not do or permit any act or thing to be done on the Property Site that will obstruct or interfere with the rights of Customer or any other lessee of Customer, nor injure or annoy Customer or others. Service Provider shall not cause, maintain or permit any nuisance or waste on or about the Property Site, nor allow the Property Site to be sued for any unlawful purpose. Service Provider further agrees, within 72 hours from receiving written notice by the Customer that a nuisance exists, to abate or otherwise cause the nuisance to be cured. In the event Service Provider has not taken corrective action within 72 hours, then Customer may enter and abate the nuisance at the expense of Service Provider without any liability whatsoever to Customer.


4.7 Service Provider agrees to pay all taxes and/or assessments levied by any governmental agency upon any interest acquired by Service Provider under the terms of this Agreement, including any possessory interest property taxes.

4.8 Customer agrees to provide Service Provider with reasonable ingress and egress across

Customer’s property to the Property Site. Service Provider, its employees and agents, will observe all speed limits and other rules and regulations established by Customer.

4.9 Customer shall provide a site in close proximity to the Property Site for the storage and

assemblage of materials to construct, erect and install the Solar Facility. Upon completion of construction of the Solar Facility, Service Provider will remove all remaining materials from such site and will restore such site as nearly as is reasonably possible to the condition in which it existed immediately prior to the commencement of such activity.

4.10 The Solar Facility and all alterations, additions, improvements or installations made to it

by Service Provider and all Service Provider Property used in connection with the installation, operation and maintenance of the Solar Facility is, and shall remain, the personal property of Service Provider.

4.11 Service Provider may, with the written consent of Customer (which consent shall not be

unreasonably withheld) expand or modify the Solar Facility, including, among other reasons (none of which shall be prohibited by this Agreement), adding solar power-generating equipment and/or Interconnection Facilities and increasing the electrical capacity. No request for expansion will be binding on either party until reduced in writing as approved by both parties.

Article 5. OPERATION AND MAINTENANCE OF SOLAR FACILITY 5.1 General Responsibilities of Service Provider 5.1.1 Service Provider shall have exclusive physical possession and control of the Solar Facility and shall, at its sole expense, operate, maintain and repair the Solar Facility in accordance with all laws and regulations of any applicable Governmental Authority and the provisions of this Agreement. All repairs, parts, accessories and improvements of any kind or nature furnished or affixed to the Solar Facility shall become Service Provider Property. 5.1.2 Service Provider shall be permitted to use subcontractors or agents to perform any of its obligations under this Agreement, provided however that the use of such third parties shall not relieve Service Provider of its obligations and responsibilities hereunder, and Service Provider shall be responsible for the actions and performance of such third companies. 5.1.3 Service Provider shall shall comply with all applicable codes, obtain all necessary Approvals and Permits, and pay all permit fees required in connection with its activities under this Agreement. 5.1.4 Service Provider shall provide Customer with Solar Facility production data upon request, or permit Customer or Customer's authorized agent to access such data via telephone or internet. 5.1.5 Service Provider shall make application and pay all fees and deposits for all available rebates and incentives, including the California Solar Initiative. All fees and deposits are paid at the Service Provider’s sole risk. 5.1.6 Service Provider is solely responsible for the security of the solar facility. 5.1.7 Service Provider shall provide dust and weed control within the fenced area of the Solar Facility, to the satisfaction of the WWTP manager.


5.1.8 Service Provider shall provide an internet connection or phone line at the PG&E metering device to allow Service Provider to continuously and remotely monitor the Solar Facility's performance. Service Provider to provide public website to display system performance. 5.2 General Responsibilities of Customer 5.2.1 Customer shall reasonably assist and cooperate with Service Provider and provide any information reasonably requested by Service Provider in the fulfillment of the conditions precedent contained in Article 8 and in obtaining any required approvals to install the Solar Facility. 5.2.2 Customer agrees not to undertake any alterations, repairs or improvements to the Property Site (other than those reasonably deemed necessary by Customer to address emergency problems) that may damage or otherwise materially adversely impact the operation and maintenance of the Solar Facility or Service Provider's performance under this Agreement without obtaining input, and prior written approval, from Service Provider, which approval shall not be unreasonably withheld. 5.2.3 Customer shall not operate, maintain, move, remove, alter or change in any way the interconnection of the Solar Facility to the electrical distribution systems or in any way impede or alter its use of the Solar Facility's electrical services without obtaining input, and prior written approval, from Service Provider which approval shall not be unreasonably withheld. 5.2.4 Customer shall take reasonable measures necessary to ensure that the operation of the Property Site does not unreasonably impede, interrupt or prevent the supply of Solar Electricity provided by Service Provider to Customer. 5.3 Construction and Alterations 5.3.1 Customer shall provide, at no cost to Service Provider, a mutually satisfactory area for lay-down and staging of equipment and materials during the construction and installation of the Solar Facility including the Interconnection Facilities. 5.3.2 During the Term, Service Provider may install or construct equipment, machinery and other components or improvements to the Solar Facility or remove, relocate, reconstruct and add to any Improvement within any plan of the Solar Facility with Customer's approval (which approval will not be unreasonably withheld). 5.3.3 The interruption of Solar Electricity service to Customer may be necessary in order to install, remove and from time to time maintain the Solar Facility. Service Provider shall provide advance notice, by telephone or otherwise, and consult with Customer regarding any scheduled shut down periods. In addition, Service Provider shall use reasonable efforts to (i) schedule activities that may interrupt service to Customer in the months of October through April Summer Peak Period: and (ii) conduct such activities in a manner which minimizes disruption to Customer. 5.4 Solar Facility Failures 5.4.1 In the event of a failure of the Solar Facility, Service Provider will use reasonable efforts to respond within one business day following notification either by Service Provider's remote monitoring systems or by Customer of such failure and will effect such repairs as soon as reasonably possible to restore the Solar Facility to operation. Service Provider understands that a solar facility failure imposes a high cost on the Customer due to the ______ otherwise-applicable rate schedule, and therefore the Service Provider will compensate the Customer for all additional costs due to a failure.


5.4.2 If Customer, its contractors, or any of its agents are responsible for damage to the Solar Facility, which results in a failure of the Solar Facility or any of its component parts, then Customer shall pay for all reasonably required repairs to the Solar Facility and any expense of diagnosing any failure incurred by Service Provider as a result of such damage. 5.5 Discovery of Environmental Hazards In the event Service Provider encounters any Hazardous Material at the Property Site, Service Provider shall immediately cease any work in progress and immediately inform Customer of the nature and location of said Hazardous Materials. Service Provider shall not be responsible for any work relating to (i) the existence, use, transportation or treatment of Hazardous Materials, or (ii) the storage, handling, use, transportation, treatment, or the disposal, discharge, leakage, detection, removal, or containment of Hazardous Materials. It shall then be Customer's responsibility to eliminate or contain such Hazardous Materials in a commercially reasonable manner in compliance with law to allow Service Provider to continue or finalize any work in progress. 5.6 Property Site Audit The Service Provider shall conduct an annual energy audit of the Property Site to determine the amount of Solar Electricity that may be required by the Property Site. Review of Customer's utility bills shall be included in such audits. Customer shall be permitted to conduct annual audits of Service Provider's operations at the Property Site, which shall include review of such Service Provider records as Customer reasonably requests. All such audits by the parties shall be conducted pursuant to commercially reasonable, mutually agreed procedures and with the reasonable cooperation of the party being audited. Article 6. METERING 6.1 Metering Devices Service Provider shall provide, own and maintain, at its expense, all meters for measuring the Solar Electricity delivered to Customer ("Metering Devices"). All Metering Devices shall have Net Metering capabilities. 6.2 Inspection and Testing of Metering Devices 6.2.1 All Metering Devices shall be sealed and the seal shall only be broken by the Service Provider when a Metering Device is to be inspected, tested, or repaired. Except in the instance of an emergency repair, Customer shall be given reasonable prior notice and shall have the right to be present. 6.2.2 Service Provider, at its sole expense, shall periodically inspect and test the Metering Devices at intervals recommended by the manufacturers of same or within Service Provider's reasonable discretion. Upon Customer's request, Service provider shall provide Customer with a copy of the results of any inspection and tests conducted on the Metering Devices. Customer may at any time request additional testing with respect to any Metering Devices whereupon Service Provider shall promptly schedule a test. Customer shall pay the cost of such additional testing unless the percentage of error in the Metering Devices is found to be greater than two percent (2%) in which case Service Provider shall pay for the test.


6.3 Adjustments for Inaccuracies If a Metering Device fails to register, or if the measurement by a Metering Device is found to be inaccurate, an adjustment shall be made for the period during which inaccurate measurements were made if that period, which shall not exceed three (3) months, can be determined to the mutual satisfaction of the Parties. The adjustment will be in an amount, which reasonably corrects the error if the error is measurable by calibration, tests or mathematical calculation. If such error is not measurable then such amount shall be estimated on the basis of deliveries during periods under similar conditions when the Metering Device was measuring accurately. Either Customer will pay Service Provider the amount of any underpayment or Solar Provider will refund to Customer the amount of any overpayment, determined as a result of said adjustment, with interest at the rate of one half of one percent (0.5%) per month from the date of such overpayment or underpayment or the maximum amount permitted by law, whichever is lesser. ARTICLE 7. BILLING AND PAYMENT 7.1 Billing Service Provider shall read each Metering Device at the beginning of each month and send to Customer an invoice for the Energy Charge (“Invoice”) for Solar Electricity provided to Customer during the prior month (“Billing Period"). All Invoices shall show the amount of Solar Electricity provided to the Property Site, the applicable Energy Rate, the Energy Charge, plus any applicable taxes. 7.2 Payments The price of electrical energy delivered to Customer ("Energy Charge") will be a dollar amount calculated by multiplying the number of kilowatt-hours of electricity delivered to Customer from the Solar Facility in a specific period multiplied by the applicable Energy Rate for that period specified in dollars per kilowatt hour, plus other special charges, such as any applicable federal, state and local taxes. Payment of the Energy Charge is due within sixty (60) days after receipt of Service Provider's invoice. During any Additional Extension Period the Energy Rate shall be the negotiated fair market value for all Solar Electricity produced by the Solar Facility and delivered to the Customer during such Additional Extension Period as the Parties shall agree at least 90 days prior to the commencement of such Additional Extension Period, or failing agreement by arbitration as set forth in Section 14.2(c) hereof. Section 7.3 Disputed Payments In the event of a good faith dispute between the Parties as to the Energy Charge charged to Customer for any billing period, Customer shall pay the undisputed portion of the Energy Charge pursuant to the terms of this Agreement notwithstanding such dispute. Any further payments due as a result of the resolution of a dispute shall be payable within ten (10) business days of such resolution. To the extent permitted by law, any payment not so made will bear interest from the date payment was originally required at the lesser of the rate of one percent (1%) per month or the maximum amount permitted by law and may at Service Provider's option, be declared an Event of Default under this Agreement on the part of Customer. Section 7.4 Rebates, Grant Funding and Other Incentives Any grants, incentives, reduced rate financing, or other assistance or benefits available for projects similar to the Solar Facility from federal, state, and local governmental authorities, utilities or other entities shall inure to the benefit of Service Provider. However, Service Provider shall


only be entitled to 50% of the Renewable Energy Certificates associated with the Solar Facility. Customer will cooperate in good faith as necessary to obtain all available incentives and rebates, including assignment to Service Provider of any incentive received by Customer, as consistent with this Agreement. Service Provider shall complete all registering and reporting necessary to receive Renewable Energy Certificates per guidelines established by the Western Renewable Energy Generation Information System (WREGIS). Service Provider shall transfer 50% of the Renewable Energy Certificates to Customer upon receipt. ARTICLE 8. CONDITIONS PRECEDENT 8.1 Conditions Precedent to Customer and Service Provider's Obligations Service Provider and Customer's obligations under this Agreement shall be subject to the satisfaction of all of the following conditions precedent: 8.1.1 Service Provider shall obtain in a form reasonably satisfactory to Service Provider and Customer (i) all necessary easements, licenses, and rights of way; (ii) all approvals, rebates, and permits, including but not limited to, final approval of the Rebate; (iii) any other documents necessary for either Party's performance under this Agreement: and (iv) an opinion of Service Provider's tax counsel with respect to the Federal investment tax credit, in form and substance satisfactory to Service Provider (with Service Provider being responsible for obtaining and paying for such tax opinion). To the extent Customer can assist Service Provider in obtaining these items, Customer shall use its best efforts to do so. 8.1.2 Service Provider reasonably satisfies itself that the transactions contemplated hereunder (i) will not violate any Environmental Laws and Requirements; and (ii) will not jeopardize Service provider's or the Solar Facility's status as a Qualified Solar Power Generation facility that meets the operating and efficiency standards, ownership criteria, and other requirements under the Public Utility Regulatory Policies Act and any other applicable law. 8.2 Terminations for Failure to Satisfy Conditions Precedent Except as otherwise provided herein, Service Provider and Customer shall each have the right and with no further liability to the other except as herein provided, to terminate this Agreement upon ten (10) days' written notice if the conditions precedent set forth above are not accomplished to their respective satisfaction, or if the Solar Facility is not completed and in operation by March 1, 2014 or if Service Provider or Customer determines in its reasonable discretion that there is no reasonable likelihood that such conditions precedent will be satisfied by March 1, 2014. In the event that the Solar Facility is not completed and in operation by March 1, 2014, regardless of cause of delay, Service Provider agrees to reimburse Customer for one-half of Customer’s direct costs and expenses incurred in the planning and preparation for installation of the Solar Facility, provided, however, that Service Provider’s share of the costs shall not exceed $50,000.00. Article 9. EVENTS OF DEFAULT 9.1 Additional Events of Default Each of the following shall constitute an "Event of Default" under this Agreement: 9.1.1. The failure by either Party to fulfill any of its material obligations hereunder (including, without limitation, (a) in the case of Customer, Customer's failure to make payment of Energy Charges when due and (b) in the case of Service Provider, to install and commence


operations of the Solar Facility by no later than March 1, 2014 and to repair the Solar Facility in accordance with this Agreement so as to keep it operational throughout the Term.) 9.1.2 The commencement by either Party of a voluntary case of bankruptcy or insolvency, or the consent of either Party to the appointment of, or taking possession by, a bankruptcy trustee or similar official of any substantial part of its properties or assets, or the making of any general assignment for the benefit of its creditors. 9.1.3 The issuance by a Court of competent jurisdiction of a decree for relief in respect to either Party in an involuntary case under any applicable bankruptcy or insolvency law which remains unstayed and in effect for a period of thirty (30) consecutive days. 9.1.4 A closure of or cessation of operations at the Property Site that results in a cessation of electrical consumption at the Property Site.

9.2 Opportunity to Cure Default In the event of any default occurring pursuant to Sections 9.1.1 or 9.1.4, the non–defaulting Party shall provide written notice of the Event of Default to the defaulting Party. Either Party, unless excused by Force Majeure, shall have an opportunity to cure any Event of Default set forth in Section 9.1.1 or 9.1.4 by remedying said Event of Default within thirty (30) days from receipt of notice of default from the non-defaulting Party. ARTICLE 10. REMEDIES UPON EVENT OF DEFAULT

Section 10.1 Remedies of Service Provider In the event of default by Customer, which is not timely cured, Service Provider may, without an election of remedies and in addition to any other remedies provided in this Article 10 or elsewhere in this Agreement: 10.1.1 Upon thirty (30) days prior written notice to Customer, suspend deliveries of Solar Electricity to Customer for the balance of the Term (including any Additional Extension Periods) and sell such energy into the local grid, at no cost to Service Provider by Customer, until Customer cures such default; and or 10.1.2 Exercise all remedies available at law or in equity; and/or 10.1.3 Terminate this Agreement upon ten (10) days written notice to Customer, remove the Solar Facility within one hundred fifty (150) days of such notice and charge Customer the actual cost incurred by Service Provider to remove the Solar Facility and Service Provider Property from the Property Site. 10.2 Remedies of Customer Except as provided in Article 11, in the event of default by Service Provider, which is not timely cured, Customer's sole remedy shall be to seek all remedies available at law or at equity, terminate this Agreement and require Service Provider, at its sole expense, to remove all Service Provider Property from the Property Site and restore the Property Site to its original condition prior to the installation of the Solar Facility.


Section 10.3 No Waiver No waiver of any default by either Party shall be construed as a waiver of any subsequent default and the failure to exercise any right or remedy hereunder shall not waive the right to exercise such right or remedy thereafter. Article 11. INSURANCE Service Provider, in order to protect KSA and its board members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Service Provider’s actions in connection with the performance of Service Provider’s obligations, as required in this Agreement, shall secure and maintain insurance as described below. Service Provider shall not perform any work under this Agreement until Service Provider has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the KSA’s authorized insurance representative, Insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Service Provider shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon. The Service Provider shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Service Provider shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Service Provider or KSA as an additional insured. a. Workers Compensation and Employers Liability Insurance Requirement In the event Service Provider has employees who may perform any services pursuant to this Agreement, Service Provider shall submit written proof that Service Provider is insured against liability for workers compensation in accordance with the provisions of section 3700 of the California Labor Code. Service Provider shall require any sub-contractors to provide workers compensation for all of the subcontractor’s employees, unless the sub-contractor’s employees are covered by the insurance afforded by Service Provider. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Service Provider shall provide and/or require each sub-contractor to provide adequate insurance for the coverage of employees not otherwise covered. Service Provider shall also maintain employer’s liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. b. Liability Insurance Requirements:

(1) Service Provider shall maintain in full force and effect, at all times during the term of this Agreement, the following insurance:

(a) Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the KSA), Products-Completed Operations Hazard, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Service Providers performance of work under this Agreement. The Commercial General Liability insurance shall contain no


exclusions or limitation for independent contractors working on the behalf of the named insured. Service Provider shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) aggregate. (b) Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence.

(2) The Commercial General Liability and Automobile liability Insurance required in this sub-paragraph b. shall include an endorsement naming the KSA and KSAs board members, officials, officers, agents and employees as additional insureds for liability arising out of this Agreement and any operations related thereto. Said endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 11 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 11 85. (3) Any self-insured retentions in excess of $100,000 must be declared on the Certificate of Insurance or other documentation provided to KSA and must be approved by the KSA Risk Manager. (4) If any of the insurance coverages required under this Agreement is written on a claims-made basis, Service Provider, at Service Provider’s option, shall either (i) maintain said coverage for at least three (3) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than three (3) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

c. Cancellation of Insurance The above stated insurance coverages required to be maintained by Service Provider shall be maintained until the completion of all of Service Providers obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by the Service Provider shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Service Provider in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Service Provider shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy. d. All insurance shall be issued by a company or companies admitted to do business in California and listed in the current “Best’s Key Rating Guide” publication with a minimum rating of A-; VII. Any exception to these requirements must be approved by the KSA Risk Manager. e. If Service Provider is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Service Provider shall provide coverage equivalent to the insurance coverages and endorsements required above. The KSA will not accept such coverage unless the


KSA determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Service Provider is equivalent to the above-required coverages. f. All insurance afforded by Service Provider pursuant to this Agreement shall be primary to and not contributing to all insurance or self-insurance maintained by the KSA. An endorsement shall be provided on all policies, except professional liability/errors and omissions, which shall waive any right of recovery (waiver of subrogation) against the KSA. g. Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Service Provider for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the KSA from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law. h. Failure by Service Provider to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Service Provider. KSA, at its sole option, may terminate this Agreement and obtain damages from Service Provider resulting from said breach. Alternatively, KSA may purchase such required insurance coverage, and without further notice to Service Provider, KSA shall deduct from sums due to Service Provider any premiums and associated costs advanced or paid by KSA for such insurance. If the balance of monies obligated to Service Provider pursuant to this Agreement are insufficient to reimburse KSA for the premiums and any associated costs, Service Provider agrees to reimburse KSA for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by KSA to take this alternative action shall not relieve Service Provider of its obligation to obtain and maintain the insurance coverages required by this Agreement. i. Service Provider shall provide a Labor and Material Payment bond in the amount of 50% of the value of all material, labor, rentals, services, and all other costs associated with the design, construction, and commissioning of the Solar Facility. j. Service Provider shall provide a Performance bond of in the amount of $50,000 during the course of construction of the Solar Facility.

Article 12. SHUTDOWN OF SOLAR FACILITY 12.1 Temporary Shutdown of the Solar Facility If, during the Term, renovations or damage to the Property Site occurs, for reasons other than a Force Majeure or a breach of covenant, negligence or misconduct by the Service Provider or its agents or employees, which significantly reduces or eliminates the use of Solar Electricity from the Solar Facility or requires the temporary shutdown of the Solar Facility for a period of more than 24 hours, except as otherwise provided in Sections 5.3 and 5.4.1, Customer and Service Provider may, by mutual consent, agree to extend the Term by one day for each day that the Solar Facility was shut down. 12.2 Permanent Shutdown of the Solar Facility If, during the Term and for reasons other than a Force Majeure or a breach of covenant, negligence or misconduct by the Service Provider or its agents or employees, the Solar Facility is permanently shut down due to renovation, damage, destruction or closure of the Property Site, Service Provider shall be entitled to the following, as applicable:

a. Within thirty (30) days after a permanent shutdown of the Solar Facility, Customer shall provide written notice to Service Provider indicating whether or not Customer intends to restore operation of the Property Site or whether relocation of the Solar Facility will be pursued.


b. If, within ninety (90) days after permanent shutdown of the Solar Facility, Customer and Service Provider agree on an alternative location from which Service Provider can provide Solar Electricity to Customer, then Customer and Service Provider shall each pay one-half the costs associated with relocation of the Solar Facility. This alternative Location shall, in the opinion of the Service Provider, have the potential to provide substantially similar overall system output as he original Property Site, unless Customer and Service Provider mutually agree that this output level is not required. c. If, within ninety (90) days after permanent shutdown of the Solar Facility, Customer and Service Provider have not agreed upon an alternative location for the Solar Facility, either party may terminate this Agreement without further liability to the other.

ARTICLE 13. FORCE MAJEURE

13.1 Notice of Force Majeure Events If either Customer or Service Provider shall be prevented by Force Majeure from performing one or more of its obligations under this Agreement (other than Customer's obligation to make payments for any Solar Electricity delivered prior to the event of Force Majeure), the Party unable to perform shall promptly notify the other Party in writing and shall keep the other Party informed of the situation for the duration of such event. The Party giving notice shall specify in reasonable detail the basis for the Force Majeure claim, its expected duration, and the steps which such Party is taking to overcome it. Except as otherwise provided herein, all of the provisions of this Agreement shall remain in full force and effect in the event of the occurrence of an event of Force Majeure. Section 13.2 Force Majeure Relief Upon the receipt of a Force Majeure notice, the obligations of the Party providing the notice requesting relief shall be reduced or suspended, during the continuance of the Force Majeure, provided that such obligations shall he reduced only to the extent the affected Party's performance is adversely affected by the Force Majeure, and only to the extent that such adverse effects cannot be mitigated by the affected Party's diligent efforts; and provided further that with respect to a Force Majeure event affecting Customer's ability to utilize Solar Electricity from the Solar Facility, but not affecting Service Provider's ability to provide Solar Electricity to Customer hereunder, then Customer shall remain obligated to pay for such Solar Electricity at the rate such energy was being consumed prior to the Force Majeure event. In the event a Force Majeure Event is anticipated to prevent a Party from performing its obligations under this Agreement for a period of three (3) months or more, the Parties shall meet to determine the appropriate course of action. Notwithstanding the foregoing, Customer shall not be excused by this Article 13 from its obligation to pay Service Provider for any Solar Electricity delivered to Customer prior to the event of Force Majeure. Article 14. DISPUTE RESOLUTION 14.1 Disputes This Article 14 shall apply to any dispute arising under or related to this Agreement (whether arising in contact, tort or otherwise, and whether arising at law or in equity), including (a) any dispute regarding the construction, interpretation, performance, validity or enforceability of any provision of this Agreement or whether either Party is in compliance with, or breach of, any provisions of this Agreement, (b) the fair market value of the Solar Electricity and (c) the applicability of this Article 14 to a particular dispute. Any dispute to which this Article 14 applies is referred to herein as a “Dispute”.


Section 14.2 Negotiation to Resolve Disputes. If a Dispute arises, the Parties shall attempt to resolve such dispute through the following procedure:

(a) first, the representatives of each of the Parties shall promptly meet (whether by phone or in person) in a good faith attempt to resolve the Dispute; (b) second, if the Dispute is still unresolved after 20 days following the commencement of the negotiations described in Section 14.2(a), then the designated executive officer of each Party shall meet (whether by phone or in person) in a good faith attempt to resolve the Dispute: and (c) third, if the Dispute is still unresolved after 10 days following the commencement of the negotiations described in Section 14.2 (b), then either Party may take such dispute to non-binding arbitration in Kern County, California in accordance with the procedures of the American Arbitration Association.

Article 15. INDEMNIFICATION 15.1 Indemnification The Parties agree to indemnify, defend and hold each other (including each Parties' respective officers, directors, employees, agents and invitees) harmless from and against my and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees (collectively "Liabilities"), arising out of or in connection with their respective negligent acts or omissions in the conduct and performance under this Agreement, including liabilities attributable to breach of law or violation of permits or licenses applicable to the Property Site and/or Solar Facility, as the case may be. The Parties shall also indemnify, defend and hold each other harmless from any claims asserted by a Party's creditors to any right, title or interest in the Property Site and/or Solar Facility (as the case may be) or resulting from any encumbrances, liens or claims placed on the Property Site and/or Solar Facility. The Parties shall promptly notify each other of any notice of a claim received that may result in a claim against the other along with a copy of any documents received. The Parties will cooperate and consult with one another in responding to, and defending, any such claim. 15.2 No Consequential or Special Liability of Either Party The Service Provider, the Customer and their respective officers, directors, affiliates, agents, employees, contractor or suppliers, shall not be liable for any indirect, special, incidental, exemplary or consequential loss or damage of any nature arising out of their performance or nonperformance under this Agreement. 15.3 Survival of Indemnities The duty to indemnify will continue in full force and effect notwithstanding the expiration of this Agreement or the assignment and/or transfer of this Agreement and/or other rights and responsibilities hereunder.


ARTICLE 16. REPRESENTATIONS AND WARRANTIES OF THE PARTIES 16.1 Warranties and Representations of Both Parties Each Party warrants and represents to the other that: (i) it is a legal entity, duly organized, validly existing, and in good standing; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms and is not in violation of any requirement of law; and (iii) the execution, delivery and performance of this Agreement (A) is within its powers. (B) has been duly authorized by all requisite action and (C) will not violate any agreement, commitment, certificate, or other document to which it is a party or by which any of its assets may be bound or affected. 16.2 Customer's Additional Representations and Warranties Customer has full power and right to enter into this Agreement and allow Service Provider the lease and possession of the Property Site. Provided it remains in compliance with its obligations under this Agreement and subject to the terms and conditions hereof, Service Provider shall have quiet enjoyment of the Solar Facility for the Term. ARTICLE 17. ASSIGNMENT 17.1 Assignment by Service Provider and Customer 17.1.1 Upon written notice to and approval by Customer in its sole but reasonable discretion, this Agreement may be assigned by Service Provider and any or all of Service Provider's rights, title, and interest under this Agreement (including without limitation any payments by Customer hereunder) may be assigned by Service Provider, provided, however, that any such assignment will not relieve Service Provider of any of its obligations hereunder. Upon written consent of Service Provider, this Agreement may be assigned by Customer to any affiliate, provided, however, that any such assignment will not relieve Customer of any of its obligations hereunder. 17.1.2 All covenants and provisions of this Agreement by and for the benefit of the parties shall bind and inure to the benefit of their respective successors and assigns as permitted by the provisions of this Section. ARTICLE 18. MISCELLANEOUS PROVISIONS 18.1 Applicable Law This Agreement shall be interpreted and governed by the laws of the state of California, without regard to conflict of laws provisions. Any Dispute shall be resolved in accordance with Article 14 of this Agreement. 18.2 Interpretation Rules Titles and headings are included in this Agreement for convenience only, and shall not be used for the purpose of construing and interpreting this Agreement. Words in the singular also include the plural and vice versa where the context requires. 18.3 Severability In the event that any provisions of this Agreement are held to be unenforceable or invalid by any court or regulatory agency of competent jurisdiction, Customer and Service Provider shall negotiate an equitable adjustment in the provisions of this Agreement with a view toward effecting the purposes of this Agreement, and the validity and enforceability of the remaining provisions shall not be affected by it.


18.4 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which altogether shall constitute one and the same Agreement. 18.5 Entire Agreement, Amendments and Waivers This Agreement constitutes the entire agreement between the Parties and supersedes the terms of any previous agreements or understandings, oral or written. Any waiver or amendment of this Agreement must be in writing. Either Patty's waiver of any breach or failure to enforce any of the terms of this Agreement shall not affect or waive that Party's right to enforce any other tern of this Agreement, 18.6 Non-Recourse to Individuals; Independent Contractor 18.6.1 Except as otherwise expressly provided in this Agreement, no officer, director, employee, shareholder, or agent of either Party, or officer, director, employee, shareholder, or agent of an affiliate or Assignee of either Party, shall have any liability to the other Party in connection with this Agreement. 18.6.2 This Agreement is intended by the Parties to be and shall constitute a service contract. The relationship of Service Provider to Customer is that of service provider to service recipient. 18.6.3 Except as otherwise expressly provided herein, this Agreement shall not inure to the benefit of any Entity that is not a signatory to this Agreement. 18.7 Survival of Obligations, Indemnities, Representations, and Warranties Except as otherwise expressly provided herein, termination of this Agreement for any reason shall not relieve the Parties of any obligation arising prior to such termination. The representations, warranties and covenants of Customer and Service Provider contained in this Agreement shall survive the termination of this Agreement. The duty of the Parties to indemnify will continue in full force and effect notwithstanding the expiration of this Agreement or the assignment or transfer of this Agreement or other rights and responsibilities hereunder. 18.8 Further Assurances Either Party shall execute and deliver instruments and assurances and do all things reasonably necessary and proper to carry out the terms of this Agreement if the request from the other Party is reasonable. 18.9 Confidential Information Each Patty shall keep confidential any Confidential Information so designated by the other Party to the extent allowed by law. Such Confidential Information shall not be divulged to third parties without the prior written approval of the Party providing the Confidential Information, except as otherwise required by law, judicial or regulatory orders. However, any Confidential Information may be shown to a Party's lawyers, lenders, contractors, and potential equity participants; provided however, the Party providing such Confidential Information remains responsible for its confidentiality in the hands of any such third parties. 18.10 Tax and Regulatory Compliance; Service Provider Tax Benefits 18.10.1 Service Provider is the owner of the Solar Facility for all purposes, including with respect to any federal, state and local income taxes. Notwithstanding the foregoing, Customer shall be


reimbursed by Service Provider for any increase in real estate taxes that may be assessed against it as a result of the presence of the Solar Facility. 18.10.2 The Parties agree to reasonably cooperate to structure the transactions contemplated by this Agreement to address, to the mutual benefit of the parties, the various tax and regulatory compliance issues associated with the Solar Facility; provided, however, that neither Party incurs additional costs or expenses, or suffers adverse economic effects as a result. 18.10.3 The Parties agree to cooperate to attempt to ensure that the Service Provider's and/or the Solar Facility's status as a Qualified Solar Power Generation Facility continues throughout the Term and that said Solar Facility meets the operating and efficiency standards, ownership criteria and other requirements applicable to such a facility under the Public Utility Regulatory Policies Act. 18.10.4 Customer agrees from time-to-time during the Term and upon written request from Service Provider to execute and deliver any instrument, release or other document that may be reasonably required by Service Provider or any equipment supplier, vendor, lender and/or other Entity to Service Provider regarding ownership of Service Provider Property, including the filing by Service Provider or such other Entity of UCC- 1 statements or other documents with any Governmental Authority. 18.11 Incorporation of Appendices and Exhibits The following Appendix and Exhibits attached to this Agreement, are incorporated herein by reference, and are made a part of this Agreement: Appendix 1 -Definitions Exhibit A - Description of Property Site Exhibit B - Description of Solar Facility Exhibit C -Solar Electricity Energy Charge ARTICLE I9. NOTICES Except as otherwise provided in this Agreement, or as the addressee may later specify in a written notice, all notices or other communications pursuant to this Agreement shall be in writing and deemed given if delivered personally or to a nationally recognized express mail service, addressed as follows:

If to Service Provider:

Service Provider Name, address, contact

If to Kern Sanitation Authority:

Kern Sanitation Authority District Engineer 2700 “M” Street, Suite 500 Bakersfield, CA 93301

With a copy to: County of Kern General Services Division 1115 Truxtun Avenue, 3rd Floor Bakersfield, CA 93301 Attn: Property Management


IN WITNESS WHEREOF, the Parties have executed this Agreement the day and date first above written. RECOMMENDED AND APPROVED AS TO CONTENT: Kern Sanitation Authority By:_____________________________

Douglas E. Landon, General Manager

KERN SANITATION AUTHORITY By:_____________________________

Chairman, Board of Directors "KSA"

County Administrative Office By________________________________ Assistant County Administrative Officer for General Services

[DEVELOPER] By: _______ Name: Title: “Developer

APPROVED AS TO FORM: Office of County Counsel By:_____________________________

Deputy County Counsel


APPENDIX 1 DEFINITION OF CERTAIN TERMS

"Additional Extension Periods" has the meaning ascribed to it in Section 3.2 of this Agreement. "Agreement" has the meaning ascribed to it in the opening paragraph of this Agreement. "Approvals and Permits" means all applicable approvals, consents, franchises, permits, licenses, certificates, interconnection approvals, inspections and authorizations required by any utility, governmental and non-governmental authority, or any other entity, including any modifications, arising out of, or related to, the design, construction, operation, maintenance and/or removal of the Solar Facility. "Billing Period" has the meaning ascribed to it in Section 7.1 of this Agreement. "Customer" has the meaning ascribed to it in the opening paragraph of this Agreement. "Confidential Informatlon" means any information which either Party receives from the other identified as such. Notwithstanding the foregoing, information which is or becomes part of the public domain through no unauthorized disclosure by a Party shall not be deemed "Confidential Information" under this Agreement. "Dispute" has the meaning ascribed to it in Section 14.1 of this Agreement. "Effective Date" has the meaning ascribed to it in the opening paragraph of this Agreement. "Energy Charge" has the meaning ascribed to it in Section 7.2 of this Agreement. "Energy Rate" has the meaning ascribed to it in Section 2.2 of this Agreement. "Entity" or "Entities" means any other entity or natural person other than a Party. "Environmental Laws and Requirements" means any applicable laws, codes, statutes, common law(s), rules and regulations relating to actual or potential effects on the environment or public health or any other law in effect relating to the protection of the environment or otherwise addressing environment, heaIth or safety issues or requirements of, or by any Governmental Authority, or otherwise relating to noise, or to the manufacture processing, distribution, use, treatment, storage, disposal, transport, emission, discharge, release or handling of hazardous materials, including, but not limited to, the Comprehensive Environmental Response. Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901 et. seq.), the Toxic Substances Control Act (15 U.S.C. 2601 et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.) and the Safe Drinking Water Act (42 U.S.C. 300f et seq.), all as presently in effect, and as the same may hereafter be amended, and any regulation issued pursuant to it, and also including, but not limited to, any obligations, duties or requirements arising from, or related to, hazardous materials and/or relating to actual or potential effects on the environment or public health. "Event of Default" has the meaning ascribed to it in Section 9.1 of this Agreement. "Force Majeure" means any act, event, or condition that has had or may reasonably be expected to have a material adverse effect on the rights or obligations of a Party. or a material adverse effect on the Solar Facility (or any essential clement thereof), the Property Site, or the acquisition, construction, installation, start-up, operation, ownership, or possession of the Solar Facility, if such act, event, or condition, and its effects could not be prevented by the exercise of due


diligence, occurred without the fault or negligence of the Party asserting the claim, and is beyond the reasonable control of the Party relying thereon, including, but not necessarily limited to, the following: (a) any act of God; (b) any of the following: landslide, lightning, fire, earthquake, explosion, hurricane, tornado, drought, flood (but not including customary weather conditions for the geographic area of the Solar Facility that should have been reasonably anticipated) and perils of the sea and air; (c) extortion, sabotage, theft or similar occurrence, acts of a public enemy or terrorist, war (declared or undeclared) or governmental intervention as a result, blockade, embargo, government imposed economic sanctions, insurrection, riot or civil disturbance: (d) strikes or labor disputes; (e) any order or judgment of any federal, state or local court, administrative agency or governmental body issued after the Effective Date, if such order or judgment is not the result of actions of the Party claiming Force Majeure; (f) any delay in, or the failure by a regulatory agency or other authority to issue or renew, or the suspension, termination, interruption, or denial of, any permit, license, consent, authorization, or approval essential to the performance of this Agreement, where such action is not due to the fault or negligence of the Party claiming such event as Force Majeure; (g) the failure to obtain any easements required for the construction, operation or maintenance of the Solar Facility, including any easement required from an Entity other than a Party; (h) change of law. "Governmental Authority" shall mean any federal, state or local government exercising jurisdiction over either Party, including any agency, court or instrumentality of any such government exercising executive, legislative, judicial, regulatory or administrative functions. "Initial Term" has the meaning ascribed to it in Section 3.1 of this Agreement. "Interconnection Facilities" means all necessary utility and telecommunication lines and conduits connecting the Solar Facility with the Property Site, the systems serving the Property Site and the local electric distribution company. "Invoice" has the meaning ascribed to it in Section 7.1 of this Agreement. "Liabilities" has the meaning ascribed to it in Section 15.1 of this Agreement. "Metering Devices" has the meaning ascribed to it in Section 6.1 of this Agreement. “Net Metered" or "Net Metering" measures the difference between the electricity delivered by the serving utility and the excess electricity produced using on-site generating equipment (solar). "Operatlons Commencement Date" means the date that is the first day of the month next occurring after Service Provider commences delivery of Solar Electricity to Customer. "Party" and "Parties" have the meanings ascribed to them in the opening paragraph of this Agreement. "Property Owner" has the meaning ascribed to it in the Recitals of this Agreement. "Property Site" has the meaning ascribed to it in the Recitals of this Agreement. "Qualified Solar Power Generation Facility" means a Solar Facility that is in compliance with Internal Revenue Service Federal Investment Tax Credit eligibility provisions. "Rebate" has the meaning ascribed to it in the Recitals of this Agreement.


"Renewable Energy Certificates (RECs)" are the property rights to the environmental benefits from generating electricity from renewable energy sources. "Service Provider" has the meaning ascribed to it in the opening paragraph of this Agreement. "Service Provider Property" has the meaning ascribed to it in Section 5.1.1 of this Agreement. "Solar Electricity" means all of the alternating current electricity produced by the Solar Facility. "Solar Electricity Requirements" means the electric load at the Property Site. "Solar Facility" means the Solar Generation System, and the other licenses, rights and privileges accorded Service Provider in this Agreement. "Solar Generation System" means a solar photovoltaic generation system located on the Property Site to be installed by Service Provider as further described on Exhibit B attached to this Agreement, which system also includes the Metering Devices and the Interconnection Facilities. "Term" has the meaning ascribed to it in Section 3.2 of this Agreement. "WREGIS" means the Western Renewable Energy Generation Information System.

_______________________________________________________

ATTACH Exhibit A - Description of Property Site Exhibit B - Description of Solar Facility Exhibit C -Solar Electricity Energy Charge

Exhibit H Page 1 of 1

EXHIBIT H Kern Sanitation Authority Solar Project

PROPOSAL CHECKLIST

Provide six (6) hardcopies and one (1) CD (.PDF files) within one envelope. This checklist is provided as a convenience, and does not relieve the developer of submitting a complete and accurate proposal as described in this RFP and any addenda that may be issued.

1. Price Bid Form, Exhibit C This is a two page form. The second page is entitled “Technology Description,” and includes system sizing calculations. Attach a detailed 20-year breakdown of solar output and cost for each of the bid prices.

2. If applicable, statement of relationship of Developer to any KSA employee involved in the selection process. (see p. 6)

3. Statement that developer agrees with the proposed agreement (Exhibit G), or indicates specific provisions to which the developer takes exception and why. (see p. 7)

4. Sign and date the cover for all Addenda, if any, that have been issued. (see p. 9) 5. All confidential or proprietary information to be marked accordingly (see p. 12) 6. Narrative as described in Section II, Part D (see p. 9 – 11) and all information required

therein, including responses to the referenced Exhibit B, Evaluation Criteria. 7. Also note that within Exhibit B of the RFP there are additional documents that may be

required within 5 working days after being requested by the KSA. These documents include:

a. Commitment letter from anticipated funding sources b. Letter from insurance company c. Credit information d. Three letters of recommendation

request for proposal - kern county, ca · 4101 kimber avenue public services building bakersfield,...

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