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Trade Secret
<br />advising the other Party in writing of the change. For any
<br />change request, Seller will prepare a revised Schedule and
<br />a cost estimate. Customer will advise Seller in writing of
<br />its approval or disapproval of the change. If Customer
<br />approves the change, Seller will perform the services as
<br />changed, and the Installation Costs will be updated.
<br />b. The equipment selected by Seller and described on
<br />Schedule A may be substituted by Seller with other
<br />equipment (with at least a 10 -year manufacturer's
<br />workmanship warranty and a 25 -year production
<br />warranties achieving at least 80% of rated capacity) as
<br />required to accommodate structural limitations of the Site,
<br />the availability of equipment, changes in panel wattage
<br />available from Manufacturers, or other reasonable
<br />reasons. A substitution in panel wattage that results in a
<br />kW DC variance of +/- 0.10 kW DC may be made by Seller
<br />without amending this Agreement.
<br />9. Tariff, Utility Bill Credits. and Tax Credits. The Parties
<br />anticipate the Projectwill be eligible for the following Tariff s and
<br />resulting Utility Bill Credits:
<br />a. The Customer's Project should be eligible to receive the
<br />Tariff described in Xcel Energy's Electric Rate Book as
<br />Standby Service Rider (Tariff Section 5, Sheets 101-107)
<br />(the "Standby Service Tariff') and General Rules and
<br />Regulations applicable to Standby Service (Tariff Section
<br />6, sheets 10-11) based on the contracted amount as
<br />reflected on Amendment No. 1 to the Electric Service
<br />Agreement). The Tariff will be reflected as credit on the
<br />Customer's utility bill (the "Utility Bill Credit"). To apply
<br />for the Tariff, Customer agrees to execute the following
<br />Utility agreements (the "Utility Agreements"): (i) Electric
<br />Service Agreement (ii) Amendment No. 1 to Electric
<br />Service Agreement, and (iii) a Uniform Statewide Contract
<br />for Cogeneration and Small Power Production Facilities,
<br />under which Renewable Energy Credits (the "RECs") for
<br />the Project belong to the Customer.
<br />b. The Customer's Project should be eligible to participate in
<br />any successor Tariff Program that replaces the Standby
<br />Service Tariff, including but not limited to, the Photovoltaic
<br />Demand Credit Rider (the "Photovoltaic Rider") currently
<br />under promulgation at the Public Utilities Commission as
<br />Docket No. E999/CI-15-115) which provides a Utility Bill
<br />Credit based on the kWh produced from the Energy
<br />System from the hours 1:00 PM to 7:00 PM multiplied by
<br />the rate specified in the proposed Tariff.
<br />c. The Customer's Project should be eligible to receive a
<br />Federal Tax Credit from the U.S. Treasury pursuant to the
<br />terms of the Facility Lease equal to 30% of the eligible
<br />Installation Cost of the Energy System ("Tax Credit") for
<br />Energy Systems that are put into service during 2018 or
<br />2019.
<br />d. Customer should be eligible to participate in the local
<br />utility's Net Metering Program. Under this program, the
<br />energy generated from the Energy System is available for
<br />on-site use and reduces the total units of energy (kWh) that
<br />the Customer needs to purchase from the utility, and for
<br />months where the Energy System produces more kWh
<br />than the site consumes, the utility will compensate
<br />Customer at the applicable rate.
<br />10. Insurance.
<br />a. Seller will, at its own cost and expense, maintain in full
<br />force and effect, insurance reasonable and customary for
<br />the services being performed by Seller under this
<br />Agreement. Upon request, Seller shall provide Customer
<br />2
<br />with certificate(s) evidencing such insurance prior to
<br />commencement of any work at the Site.
<br />b. Customer will at all times, at its own cost and expense,
<br />maintain in full force and effect, insurance reasonable and
<br />customary for the Site and, after the Final Project
<br />Completion has occurred, for the Energy System and the
<br />System Components.
<br />c. As required, Customer will provide Seller and the Utility
<br />with a certificate of insurance that conforms with the Tariff
<br />and Utility Agreement Requirements.
<br />11. Sellers Waiver and Indemnity Regarding Liens. To the
<br />fullest extent permitted under the Applicable Requirements,
<br />Seller waives any right to file or impose any mechanic's,
<br />materialman's, or other liens with respect to the Site or the
<br />Project. Seller shall promptly pay all undisputed amounts owed
<br />for services, materials, equipment, and labor furnished by any
<br />person to Seller with respect to the Project. Seller shall, at
<br />Seller's sole cost and expense, discharge and cause to be
<br />released, whether by payment or posting of an appropriate
<br />surety bond in accordance with the Applicable Requirements,
<br />within thirty (30) days of its filing, any mechanic's,
<br />materialmen's, or other lien in respect of the Project, the Energy
<br />System, or the Site created by, through or under, or as a result
<br />of any act or omission (or alleged act or omission) of, Seller or
<br />any subcontractor or other person providing services,
<br />materials, equipment or labor with respect to the Project. It
<br />Seller defaults in its obligation to discharge, satisfy or settle
<br />such liens, Customer may discharge, satisfy or settle such lien=_
<br />and Seller shall, within fifteen (15) days of a written request by
<br />Customer, reimburse Customer for all costs and expenses
<br />incurred by Customer to discharge, satisfy or settle such Liens.
<br />12. Warranties.
<br />a. Seller provides the warranties set forth on Schedule D
<br />hereto. Except as otherwise set forth in Schedule D, the
<br />System Components furnished and installed by Seller, but
<br />not manufactured by Seller (including without limitation the
<br />solar modules, inverters, power optimizers, racking, and
<br />monitoring equipment and their performance/energy
<br />output), will carry only the warranty of their manufacturer.
<br />For more detailed information about warranties on the
<br />System Components, please see the applicable
<br />manufacturer's specification sheets and warranties_
<br />included in the Operations Manual provided to Customer
<br />by Seller, or available on the manufacturer's websites.
<br />Customer is solely responsible for pursuing any available
<br />warranties on System Components against the
<br />manufacturer at its own expense, and may look only to
<br />such manufacturer, and not to Seller, for any warranty with
<br />respect thereto. In accordance with the Facility Lease
<br />Agreement, Tenant will assist Customer in resolving any
<br />warranties relating to System Components as described
<br />therein.
<br />b. EXCEPT AS EXPRESSLY PROVIDED IN
<br />SCHEDULE D, SELLER MAKES NO
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED
<br />OR STATUTORY, INCLUDING WITHOUT
<br />LIMITATION ANY WARRANTY AS TO THE
<br />INSTALLATION, DESIGN, DESCRIPTION,
<br />QUALITY, MERCHANTABILITY,
<br />COMPLETENESS, USEFUL LIFE, ENERGY
<br />PRODUCTION, PROJECTED ECONOMIC
<br />VIABILITY, FINANCIAL DATA AND
<br />PROJECTIONS, THE AMOUNT OF OR
<br />CUSTOMER'S RECEIPT OF UTILITY BILL
<br />CREDITS, ROOF PERFORMANCE, FITNESS FOR
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