Solar Farm Development Proposal

Solar Farm Development Proposal

Proposer Name:    Client Name:

Proposal Date:    Proposal Reference No.:

Recitals

WHEREAS, Proposer has expertise in the development, design, permitting, procurement and construction oversight of photovoltaic solar generation facilities and related interconnection infrastructure; and

WHEREAS, Client seeks to retain Proposer to develop a utility-scale solar farm at the site described below on the terms and conditions set forth in this Proposal; and

WHEREAS, the parties intend for this Proposal, upon execution, to constitute an agreement for the initial development phase and to set forth the scope, deliverables, payment, and core legal terms governing the Parties' relationship for the proposed Project.

Project Summary

Site Address/Description:

Proposed Nominal Capacity:    Estimated Site Area:

Scope of Work

The Proposer will perform the following development services for the Project. Proposer shall use commercially reasonable efforts to complete the tasks listed below in accordance with the schedule set forth in this Proposal.

Deliverables shall include, without limitation: site assessment and feasibility report; interconnection strategy and study coordination; permitting support and agency filings; procurement specifications for major equipment; engineering deliverables to 30%/60%/90% as agreed; and a commercial operation readiness plan.

Project Schedule and Milestones

Expected Major Milestones:

Payment Terms

Total Development Fee:

Deposit:    Payment Terms: Net days from invoice date.

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is less, plus reasonable costs of collection.

Change Orders

Any material change in scope, schedule or deliverables requested by Client shall be documented in a written change order signed by both parties. Change orders shall specify adjustments to scope, price, and schedule, and Proposer shall not be obligated to perform changed work until a change order is executed.

Term and Termination

Term Commencement: This Proposal Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination obligations shall include payment for all services performed and costs reasonably incurred through the effective date of termination.

Termination for Cause: Either party may terminate upon material breach if the breaching party fails to cure within days following written notice of breach.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Proposal and shall not disclose such information to third parties except to its employees, consultants and contractors who have a need to know and are bound by obligations of confidentiality at least as protective as those herein. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement, is lawfully obtained from a third party having the right to disclose, or is independently developed without use of Confidential Information.

Insurance, Indemnity and Liability

Proposer shall maintain commercial general liability, professional liability (as applicable) and workers' compensation insurance in amounts customary for solar development projects of similar size. Specific insurance types and minimum limits shall be set forth in the definitive development agreement.

Indemnification: To the extent permitted by law, each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against third-party claims arising from the Indemnitor's negligence, willful misconduct, or breach of this Agreement, subject to the limitations of liability set forth in the definitive agreement.

Permits, Approvals and Interconnection

Client shall cooperate with Proposer in obtaining site access, rights-of-way and necessary permits. Proposer will prepare and submit application materials for permits and interconnection studies as set forth in the Scope of Work, but all application fees and governmental fees shall be reimbursed by Client unless otherwise agreed in writing.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, strikes, governmental actions, or delays by third parties. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the effects.

Governing Law

This Proposal and any definitive development agreement arising herefrom shall be governed by the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Proposal constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Acceptance

By signing below, the parties acknowledge that they have read and agree to the terms of this Solar Farm Development Proposal and authorize Proposer to proceed with the services described herein subject to the payment and other terms set forth above.

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