June 23, 2009 Subject: Request for Proposal, #BD1351- Solar Panel Project. Enclosures: (1) Request for proposal cover sheet

(2) General terms and conditions (3) Special terms and conditions

(4) Scope of work/Specifications (5) Pricing template To: All prospective bidders: Enclosed, please find a Request for Proposal-RFP to provide Denver Public Schools and the City & County of Denver with solar panels and installation services for the facilities department. Unless otherwise noted, (bidders) must provide a proposal on all of the requirements stated within this request. Bidders must be able to commit the resources necessary to provide the hardware and installation services requested in a timely manner and conform to the material aspects of the scope of work/specification enclosed. To be considered valid in the selection process, all proposals must follow the critical dates, as set forth below: Critical dates: 1) RFP Issue date- June 23, 2009. 2) Questions due date- July 7, 2009 12 noon, Mountain Standard Time. Responses to questions will be provided in writing to all prospective bidders, by July 14, 2009 3PM, Mountain Standard Time. All questions are to be emailed to Manny Ben at manny_ben@dpsk12.org. Only emailed questions will be responded to. 3) Pre-bidders conference - June 30, 2009. This is from 10:00 am to 12:00 noon, Mountain Standard Time. IT IS HIGHLY RECOMMENDED THAT BIDDERS ATTEND THIS MEETING. This meeting will be held in the auditorium at the DPS Construction Management Office located at 1350 E. 33rd Ave, Denver CO 80205. PARKING IS LIMITED SO ARRIVE EARLY AND CARPOOL IF POSSIBLE. 4) Proposal due date- Proposals must be sent or delivered as directed within the proposal instructions and received on or before, July 21, 2009 1:00 PM, Mountain Time to the District’s Construction Purchasing Office located at 1350 E. 33rd Ave., Denver, CO 80205. Proposals received after this time will not be considered and individual extensions to the due date will not be granted. The District will not accept an e-mail or fax response to this Request for Proposal. You are responsible to address the envelope as follows- Denver Public Schools, Construction Purchasing Department, 1350 E. 33rd Ave., Denver, CO 80205, Attn: BD#1337. NOTE: THERE WILL NOT BE A BID OPENING ON THE PROJECT. 4) On site- Proposal presentations- Denver Public Schools and the City & County of Denver reserve the right to invite the top qualified bidders to provide an oral presentation at a date to be determined. 5) Proposal Expiration date- Bidder must indicate an expiration date for the proposal and pricing. Any expiration date shall not be less than (180) days from the proposal due date as indicated herein. Please be advised that the award of any agreement is based upon the content of the bidder’s proposal. Organized, succinct and straight forward submissions are appreciated. There is no need to go to excessive costs in preparing elaborate packaging. Prior to a formal award, all contract terms and conditions must be agreed upon by all parties. Please address any inquiries to the following: Mr. Manny Ben, Manager of Construction Purchasing, manny_ben@dpsk12.org. Sincerely, Manny Ben Manager of Construction Purchasing Denver Public Schools

REQUEST FOR PROPOSAL #BD1351

Date: June 23, 2009

Proposal number: BD1351

Proposal title: Solar Power Purchase

Proposals will be received until: Tuesday, July 21, 2009 1:00 p.m., Mountain Time

at 1350 E. 33rd Ave., Denver, CO 80205

For additional information please contact: Manny Ben, Manager of Construction Purchasing Email Address manny_ben@dpsk12.org

Bid Hot Line: 720-423-3489 Award Hot Line: 720-423-3682 Documents included in this package: Request for Proposal Cover Sheet General Terms and Conditions Special Terms and Conditions Scope of work/Specification

Pricing Template Vendor Information Form Diversity Business Certification Form The undersigned hereby affirms that (1) he/she is a duly authorized agent of the vendor, (2) he/she has read all terms and conditions and technical specifications which were made available in conjunction with this solicitation and fully understands and accepts them unless specific variations have been expressly listed in his/her offer, (3) that the offer is being submitted on behalf of the vendor in accordance with any terms and conditions set forth in this document, and (4) that the vendor will accept any awards made to it as a result of the offer submitted herein for a minimum of ninety calendar days following the date of submission.

VENDOR PRINT OR TYPE YOUR INFORMATION (Include this certification form into TAB A of your proposal)

Name of Company: ____________________________________________ Fax: _____________

Address: ________________________ City/State: ________________ Zip: ______________

Contact Person: ___________________ Title: _____________________ Phone: ___________

Authorized Representative’s Signature: ____________________________ Phone: ___________

Printed Name: ____________________ Title: _____________________ Date: ____________

Email Address: ___________________ Approved by: ______________ Date: ____________

REQUEST FOR PROPOSAL BD1351

GENERAL TERMS AND CONDITIONS I. APPLICABILITY. These General Terms and Conditions apply, but are not limited, to all bids, proposals,

qualifications and quotations (hereinafter referred to as “Offers” or “Responses”) made to the Denver Public Schools (hereinafter referred to as "District") by all prospective suppliers (herein after referred to as "Vendors") in response, but not limited, to Invitations to Bid, Requests for Proposals, Requests for Qualifications, and Requests for Quotations (hereinafter referred to as “Solicitations”).

II. CONTENTS OF OFFER

A. General Conditions. Vendors are required to submit their Offers in accordance with the following

expressed conditions: 1. Vendors shall make all investigations necessary to thoroughly inform themselves regarding the

system offered as required by the conditions of the Solicitation. No plea of ignorance by the Vendor of conditions that exist or that may hereafter exist as a result of failure to fulfill the requirements of the contract documents will be accepted as the basis for varying the requirements of the District or the compensation to the Vendor.

2. Vendors are advised that all District contracts are subject to all legal requirements contained in the

District Board policies, the Purchasing Department's procedures and state and federal statutes. When conflicts between the Solicitation and these legal documents occur, the highest authority will prevail.

3. Vendors are required to state exactly what they intend to furnish to the District via this Solicitation

and must indicate any variances to the terms, conditions, and specifications of this Solicitation no matter how slight. If variations are not stated in the Vendor’s Offer, it shall be construed that the Vendor’s Offer fully complies with all conditions identified in this Solicitation.

4. Denver Public Schools intends and expects that the contracting processes of the District and its

Vendors provide equal opportunity without regard to gender, race, ethnicity, religion, age or disability and that its Vendors make available equal opportunities to the extent third parties are engaged to provide goods and services to the District as subcontractors, vendors, or otherwise. Accordingly, the Vendor shall not discriminate on any of the foregoing grounds in the performance of the contract, and shall make available equal opportunities to the extent third parties are engaged to provide goods and services in connection with performance of the contract (joint ventures are encouraged). The Vendor shall disseminate information regarding all subcontracting opportunities under this contract in a manner reasonably calculated to reach all qualified potential subcontractors who may be interested. The Vendor shall maintain records demonstrating its compliance with this article and shall make such records available to the District upon the District’s request.

5. All Offers and other materials submitted in response to this Solicitation shall become the property of

the Denver Public Schools. 6. Open Records. The Vendor understands that all material provided or produced under this

Agreement may be subject to the Colorado Open Records Act, § 24-72-201, et seq., C.R.S. (2006), and that in the event of a request to the District for disclosure of such information, the District shall advise the Vendor of such request in order to give the Vendor the opportunity to object to the disclosure of any of its proprietary or confidential material. In the event of the filing of a lawsuit to compel such disclosure, the District will tender all such material to the court for judicial determination of the issue of disclosure and the Vendor agrees to intervene in such lawsuit to protect and assert its claims of privilege and against disclosure of such material or waive the same. The Vendor further agrees to defend, indemnify and save and hold harmless the District, its officers,

agents and employees, from any claims, damages, expenses, losses or costs arising out of the Vendor’s intervention to protect and assert its claim of privilege against disclosure under this Article including, but not limited to, prompt reimbursement to the District of all reasonable attorney fees, costs and damages that the District may incur directly or may be ordered to pay by such court.

B. Worker's Compensation Insurance. Each contractor and subcontractor shall maintain at his own

expense until completion of his work and acceptance thereof by the District, Worker’s Compensation Insurance, including occupational disease provisions, covering the obligations of the contractor or subcontractor in accordance with the provisions of the laws of the State of Colorado. The contractor shall furnish the District with a certificate giving evidence that he is covered by the Worker’s Compensation Insurance herein required, each certificate specifically stating that such insurance includes occupational disease provisions and provisions preventing cancellation without five days’ prior notice to the District in writing.

C. Clarification and Modifications in Terms and Conditions

1. Where there appear to be variances or conflicts between the General Terms and Conditions, the

Special Terms and Conditions and the Scope of work as outlined in this Solicitation, the Technical Specifications/Scope of work, Special Terms and Conditions, General Terms and Conditions will prevail.

2. If any Vendor contemplating submitting an Offer under this Solicitation is in doubt as to the true

meaning of the specifications, the Vendor must submit a written request for clarification to the District's Contact person as stated in the Special Terms and Conditions. The Vendor submitting the request shall be responsible for ensuring that the request is received by the District at least five calendar days prior to the scheduled Solicitation opening or as stated in the Special Terms and Conditions. Any official interpretation of this Solicitation must be made, in writing, by an agent of the District's Purchasing Department who is authorized to act on behalf of the District. The District shall not be responsible for interpretations offered by employees of the District who are not agents of the District's Purchasing Department. The District shall issue a written addendum if substantial changes which impact the technical submission of Offers are required. Such addenda shall be emailed to all bidders that attend the pre-bid conference or have notified the District of their intent to bid on this project. The Vendor shall certify its acknowledgment of the addendum by signing the addendum and returning it with its Offer. In the event of conflict with the original contract documents, addenda shall govern all other contract documents to the extent specified. Subsequent addenda shall govern over prior addenda only to the extent specified.

D. Prices Contained in Offer--Discounts, Taxes, Collusion

1. Vendors may offer a cash discount for prompt payment. Discounts will be considered in

determining the lowest net cost for the evaluation of Offers; discounts for periods of less than twenty days, however, will not be considered in making the award.

2. Vendors shall not include federal, state, or local excise or sales taxes in prices offered, as the

District is exempt from payment of such taxes. 3. The Vendor, by affixing its signature to this Solicitation, certifies that its Offer is made without

previous understanding, agreement, or connection either with any persons, firms or corporations making an Offer for the same items, or with the District. The Vendor also certifies that its Offer is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action. To insure integrity of the District's public procurement process, all Vendors are hereby placed on notice that any and all Vendors who falsify the certifications required in conjunction with this section will be prosecuted to the fullest extent of the law.

III. SCHEDULE OF ACTIVITIES: The following activities outline the process to be used to solicit vendor responses and to evaluate each vendor proposal. Distribute Request for Proposal June 23, 2009

Deadline for submitting questions July 7, 2009 Pre-bidders conference June 30, 2009

Proposal due date deadline July 21, 2009 On site- Proposal presentations(Optional) TBD Contract preparations June-July 2009

Board of Education Approvals July-August 2009 Contract Award August 2009 PURPOSE: To establish a supplier to plan, furnish, install and implement a solar panel project for the District. The services, equipment and installation requirements are as defined within the scope of work.

TERM OF CONTRACT: Twenty Years

IV. PREPARATION AND SUBMISSION OF OFFER

A. Preparation

1. The Offer must be typed or legibly printed in ink. The use of erasable ink is not permitted. All

corrections made by the Vendor must be initialed in blue ink by the authorized agent of the Vendor. 2. Offers must contain, in blue ink, a manual signature of an authorized agent of the Vendor in the

space provided on the Solicitation cover page. The original cover page of this Solicitation must be included in all Offers. If the Vendor’s authorized agent fails to sign and return the original cover page of the Solicitation, its Offer shall be invalid and shall not be considered.

3. Unit prices shall be provided by the Vendor on the Solicitation’s Specification and Pricing Form

when required in conjunction with the prescribed method of award and shall be for the unit of measure requested. Prices that are not in accordance with the measurements and descriptions requested may be considered non-responsive and may not be considered. Where there is a discrepancy between the unit price and the extension of prices, the unit price shall prevail.

4. Alternate Offers will not be considered unless expressly permitted in the Specification’s Special

Terms and Conditions. 5. The accuracy of the Offer is the sole responsibility of the Vendor. No changes in the Offer shall be

allowed after the date and time that the Offers are due. B. Submission (Refer to Section III for detailed instructions on proposal TABBING).

1. The Offer shall be sealed in an envelope with the vendor’s name and the RFP number on the

outside. Please furnish one (1EA) master copy and eight (8 EA) copies. Also include a complete copy of the complete proposal, less pricing, on a Compact Disc (CD) or a flash/thumb drive in either word or PDF format.

2. Unless otherwise specified, when a Specification and Pricing form is included as a part of the

Solicitation, it must be used when the Vendor is submitting its Offer. The Vendor shall not alter this form (e.g. add or modify categories for posting prices offered) unless expressly permitted in the addendum duly issued by the District. No other form shall be accepted.

3. Offers submitted via facsimile machines or email will not be accepted. 4. Vendors which qualify their Offers by requiring alternate contractual terms and conditions as a

stipulation for contract award must include such alternate terms and conditions in their Offers. The

District reserves the right to declare Vendors’ Offers as non-responsive if any of these alternate terms and conditions are in conflict with the District's terms and conditions, or if they are not in the best interests of the District. Alternate contractual terms and conditions submitted by vendor must be separate for each entity (See Section C76 under Special Terms and Conditions)

C. Late Offers. Offers received after the date and time set for the opening shall be considered non-

responsive and returned unopened to the Vendor. D. Vendor Information. All Vendors are required to complete the Vendor Information Form that is included

in this solicitation. V. MODIFICATION OR WITHDRAWAL OF OFFERS

A. Modifications to Offers. Offers may only be modified in the form of a written notice on company

letterhead and must be received prior to the time and date set for the Offers to be opened. Each modification submitted to the District’s Purchasing Department must have the Vendor’s name and return address and the applicable Solicitation number and title clearly marked on the face of the envelope. If more than one modification is submitted, the modification bearing the latest date of receipt by the District’s Purchasing Department will be considered the valid modification.

B. Withdrawal of Offers

1. Offers may be withdrawn prior to the time and date set for the opening. Such requests must be

made in writing on company letterhead. 2. In accordance with the Uniform Commercial Code, Offers may not be withdrawn after the time and

date set for the opening for a period of ninety calendar days. If an Offer is withdrawn by the Vendor during this ninety day period, the District may, at its option, suspend the Vendor from the bid list and may not accept any Offer from the Vendor for a six month period following the withdrawal.

VI. REJECTION OF OFFERS

A. Rejection of Offers. The District may, at its sole and absolute discretion:

1. Reject any and all, or parts of any or all, Offers submitted by prospective Vendors; 2. Re-advertise this Solicitation; 3. Postpone or cancel the process; 4. Waive any irregularities in the Offers received in conjunction with this Solicitation to accept an

offer(s) which has additional value or function and/or is determined to be more advantageous to the District; and/or

5. Determine the criteria and process whereby Offers are evaluated and awarded. No damages shall

be recoverable by any challenger as a result of these determinations or decisions by the District. B. Rejection of a Particular Offer. The District may, at its sole and absolute discretion, reject an offer under

any of the following conditions: 1. The Vendor misstates or conceals any material fact in its Offer; 2. The Vendor’s Offer does not strictly conform to the law or the requirements of the Solicitation; 3. The Offer expressly requires or implies a conditional award that conflicts with the method of award

stipulated in the Solicitation’s Special Terms and Conditions;

4. The Offer does not include documents, including, but not limited to, certificates, licenses, and/or samples, which are required for submission with the Offer in conjunction with the Solicitation’s Special Terms and Conditions and/or Technical Specifications; or

5. The Offer has not been executed by the Vendor through an authorized signature on the

Specification’s Cover Sheet. C. Elimination from Consideration

1. An Offer may not be accepted from, nor any contract be awarded to, any person or firm which is in

arrears to the District upon any debt or contract or which is a defaulter as surety or otherwise upon any obligation to the District.

2. An Offer may not be accepted from, nor any contract awarded to, any person or firm which has

failed to perform faithfully any previous contract with the District, state or federal government, for a minimum period of three years after this previous contract was terminated for cause.

D. The District reserves the right to waive any technical or formal errors or omissions and to reject any and

all bids, or to award contract for the items hereon, either in part or whole, if it is deemed to be in the best interest of the District to do so.

VII. AWARD OF CONTRACT. The District shall award a contract to a Vendor through the issuance of a Purchase Order or a Notice of Award. The General Terms and Conditions, the Special Terms and Conditions, any Technical Specifications, the Vendor’s Offer, and the Purchase Order or Notice of Award are collectively an integral part of the contract between the Denver Public Schools and the successful Vendor. Accordingly, these documents, in addition to the software agreement shall constitute a binding contract without further action by either party. The District reserves the right to make multiple awards. VIII. EVALUATION CRITERIA. An evaluation committee composed of representatives selected by District will perform the evaluation of proposals. The committee shall evaluate statements of qualifications and performance data submitted by the bidder and may conduct interviews based upon evaluation factors listed above and may interview the top rated Proponents regarding their qualifications, their approach to the project and their ability to furnish the professional services. 1. Level of Developer’s expertise, background and experience of key personnel in designing, installing,

owning, operating, and maintaining PV systems of similar size and complexity. 2. Educational Component. Developers experience with structuring educational curriculum and evaluation of

the detailed plan for the District project. 3. Experience with large scale solar project deployment of similar size, scope and complexity.

4. Feasibility. Ability to demonstrate that the developer is in sound financial condition and has the ability to

secure the necessary financing to meet the project's technology specifications and requirements now and in the future.

5. Cost. System costs and financial benefits to District. IX. APPEAL OF AWARD. Vendors may appeal by submitting, in writing, a detailed request for reconsideration to the District's Construction Purchasing Manager within 72 hours after the Intent to Award is issued, provided that the appeal is sought by the Vendor prior to the District finalizing a contract with the selected vendor.

X. CONTRACTUAL OBLIGATIONS A. Local, State and Federal Compliance Requirements. Successful Vendors shall be familiar and comply

with all local, state, and federal directives, ordinances, rules, orders, and laws applicable to, and affected by, this contract including, but not limited to, Equal Employment Opportunity (EEO) regulations, Occupational Safety and Health Act (OSHA), and Title II of the Americans with Disabilities Act (ADA).

B. Disposition. The Vendor shall not assign, transfer, convey, sublet, or otherwise dispose of this contract,

including any or all of its right, title or interest therein, or its power to execute such contract to any person, company or corporation, without prior written consent of the District.

C. Employees. All employees of the Vendor shall be considered to be, at all times, employees of the

Vendor, under its sole direction, and not an employee or agent of the District.

1. The District may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable, and whose continued employment on District property is not in the best interest of the District.

2. The Vendor shall not employ, retain, hire or use any individual that has been convicted of any felony

charges as the same is defined under the laws of the State of Colorado in the performance of the services to be rendered and materials to be provided to the District pursuant to this Solicitation unless the Vendor receives prior written permission.

3. In accordance with the District’s policy regarding the use of tobacco products, no employee of the Vendor shall be permitted to use tobacco products when performing work on District property.

4. To protect the staff and program against undue invasion of the school or work day, sales

representatives shall not be permitted in schools or other departments for the purpose of making sales unless authorized to do so by the Director of Purchasing or his/her designee. If special or technical details concerning goods or services to be purchased are required, the involvement of vendors should be coordinated through the Purchasing Department.

D. Delivery. Prices, quotes and deliveries are to be FOB destination, freight prepaid, and shall require

inside delivery unless otherwise specified in the Solicitation’s Special Terms and Conditions. Title and risk of loss shall pass to the District upon inspection and acceptance by the District at its designated point of delivery, unless otherwise specified in the Special Terms and Conditions. In the event that the Vendor defaults on its contract or the contract is terminated for cause due to performance, the District reserves the right to re-procure the materials or services from the next lowest Vendor or from other sources during the remaining term of the terminated/defaulted contract. Under this arrangement, the District shall charge the Vendor any difference between the Vendor’s price and the price to be paid to the next lowest Vendor, as well as any costs associated with the re-solicitation effort

E. Material Priced Incorrectly. As part of any award resulting from this process, vendor(s) will discount all

transactions as agreed. In the event the District discovers, through its contract monitoring process or formal audit process, that material was priced incorrectly, vendor(s) agree to promptly refund all overpayments and to pay all reasonable audit expenses incurred as a result of the non-compliance.

XI. MODIFICATIONS TO EXISTING CONTRACT. Terms and conditions may be added, modified, and deleted upon mutual agreement between agents of the District and the Vendor provided that such terms and conditions remain within the scope and original intent of the Solicitation. Said terms and conditions may include, but are not limited to, additions or deletions of service levels and/or commodities and/or increases or decreases in the time limits for an existing contract. Any and all modifications must be expressed in writing through a Memorandum of Understanding and executed by authorized agents of the District and the Vendor prior to the enactment of such modifications.

XII. TERMINATION OF CONTRACT A. The District may, by written notice to the successful Vendor, terminate the contract if the Vendor has

been found to have failed to perform its service in a manner satisfactory to the District as per specifications, including delivery as specified. The date of termination shall be stated in the notice. The District shall be the sole judge of non-performance.

B. The District may cancel the contract, without penalty, upon thirty days written notice for reason other

than cause. This may include the District's inability to continue with the contract due to the elimination or reduction of funding.

REQUEST FOR PROPOSAL BD1351

SPECIAL TERMS AND CONDITIONS A50. ALTERNATE RESPONSES MAY BE CONSIDERED: The District shall consider one alternate Response from the same Vendor, provided, however, that the alternate Response offers a different product or service that meets or exceeds the requirements. In order for the District to consider an alternate Response, the Vendor shall complete a separate Specification and Pricing Form and shall mark 'Alternate Response' on the first page. The alternate Response shall be placed in the same envelope with the regular Response. The District reserves the right to consider and award any alternate Response based on the method of award prescribed in this Solicitation in its best interest. This alternate response may, based upon the vendors knowledge, combine programs or processes to enable the District to combine systems programs or process to improve and increase efficiencies. C47. COMPETENCY OF VENDORS - MINIMUM YEARS OF EXPERIENCE AND OPERATIONAL FACILITIES REQUIRED: Pre-award inspection of the Vendor's offices may be made prior to award of contract. Responses will only be considered from firms which have been engaged in the business of manufacturing or distributing the goods and/or performing services as described in this Solicitation for a minimum period of 3 years prior to the date of this Solicitation The Vendors must be able to produce evidence that they have an established satisfactory record of performance for a reasonable period of time and have sufficient financial support, equipment and organization to ensure that they can satisfactorily execute the services if awarded a contract. The term 'equipment and organization' as used herein shall be construed to mean a fully equipped and well established company in line with the best business practices in the industry and as determined by the proper authorities of the District. The District reserves the right, before awarding the contract, to require a Vendor to submit such evidence of its qualifications as it may deem necessary, and may consider any evidence available to it (including, but not limited to, the financial, technical and other qualifications and abilities of the Vendor, including past performance and experience with the District) in making the award in the best interests of the District. C65. CONFLICTS WITHIN THE CONTRACT DOCUMENTS: In the event that conflicts exist within the Contract Documents, the policies stated in the following paragraphs shall govern: A. Addenda shall supersede all other Contract Documents to the extent specified. Subsequent addenda shall supersede prior addenda only to the extent specified. B. Scope of Work/Specifications are intended to agree and be mutually explanatory and shall be accepted and used as a whole and not separately. Should any item be omitted from either the drawings or Specifications as specified, it shall be implied that such omissions are contained in both the drawings and the Specifications as necessary for the proper construction of the work herein specified. Should any error or disagreement between the Specifications and drawings exist or appear to exist, the Vendor shall not avail itself of such manifestly unintentional error or omission, but must have same explained or adjusted by the District's Project Manager before proceeding with the work in question. C68. CONTRACT SUPPORT: The Vendor must have demonstrated its capability to provide such system contract support to other customers to be eligible for this award. C70. CONTACT PERSON: For additional information regarding the Scope of work or Specifications and requirements of this Solicitation, please contact: Manny Ben, Manager of Construction Purchasing, at manny_ben@dpsk12.org. C72. CONSIGNMENT OF CONTRACT NOT ALLOWED: Responses will only be considered from firms which are directly engaged in the business of manufacturing or distributing the goods and/or performing the services described in this Solicitation. Accordingly, no part of this contract can be consigned to another vendor. C76. COOPERATIVE PURCHASING EFFORTS: The District is a member of the Cooperative Educational Purchasing Council (CEPC – (www.coloradocepc.com)) and the Multiple Assembly of Procurement Officials (MAPO - (www.coloradomapo.net)). We hereby request that any member of the CEPC and MAPO be permitted to avail itself of this contract and purchase any and all items specified herein from the successful Vendor(s) at the contract price(s) established herein. Each CEPC or MAPO member which uses a contract(s) resulting herefrom would establish its own contract, issue its own orders, be invoiced therefrom, make its own payments,

and issue its own exemption certificates as required by the Vendor. It is understood and agreed that the District is not a legally binding party to any contractual agreement made between a CEPC/MAPO member and the Vendor as a result of this Solicitation. D15. DEFICIENCIES IN WORK TO BE CORRECTED BY VENDOR: The successful Vendor shall promptly correct all deficiencies and/or defects in work and/or any work that fails to conform to the Contract Documents. All corrections shall be made within the dates as specified within the Districts software license agreement. The Vendor shall bear all costs of correcting such rejected work. If the Vendor fails to correct the work within the period specified in this Solicitation, the District reserves the right to place the Vendor in default of its contractual obligations, obtain the services of another vendor to correct the deficiencies, and charge the Vendor for these costs, either through a deduction from the final payment over to the Vendor or through invoicing. D22. DELIVERY SHALL BE REASONABLE: The Vendor shall make deliveries within a reasonable period of time after the date of the order, as stated by the Vendor in its Specification and Pricing Form. All deliveries shall be made in accordance with good commercial practice and shall be adhered to by the successful Vendor(s), except in such cases where the delivery will be delayed due to acts of God, strikes, or other causes beyond the control of the Vendor. In these cases, the Vendor shall notify the District of the delays in advance of the delivery date so that a revised delivery schedule can be negotiated. Should the Vendor(s) fail to deliver the goods in the number of days as stated in its Response, the District reserves the right to cancel the contract after any back order period which is specified in this Invitation has lapsed. If the contract is canceled, it is hereby agreed and understood that the District has the authority to purchase the goods elsewhere and to charge the Vendor with any re-procurement costs. If the Vendor fails to honor these re-procurement costs, the District may suspend the Vendor from participating in the District's competitive bidding process for a period of six months. Since the delivery schedule is of extreme importance, the District reserves the right to consider the delivery periods offered by the Vendors when determining the successful Vendor. D50. DISCOUNTS OFFERED DURING TERM OF CONTRACT: The successful Vendor(s) may offer the District discounts below the original prices quoted in the Response during the term of the contract. In addition, Vendors are encouraged to offer additional discounts below the original prices quoted in the Response for large single orders. Such discounts cannot be considered in the evaluation of the Solicitation. E50. EQUAL OPPORTUNITY: Denver Public Schools intends and expects that the contracting processes of the District and its Vendors provide equal opportunity without regard to gender, race, ethnicity, religion, age or disability and that its Vendors make available equal opportunities to the extent third parties are engaged to provide goods and services to the District as subcontractors, vendors, or otherwise. Accordingly, the Vendor shall not discriminate on any of the foregoing grounds in the performance of the contract, and shall make available equal opportunities to the extent third parties are engaged to provide goods and services in connection with performance of the contract (joint ventures are encouraged). The Vendor shall disseminate information regarding all subcontracting opportunities under this contract in a manner reasonably calculated to reach all qualified potential subcontractors who may be interested. The Vendor shall maintain records demonstrating its compliance with this article and shall make such records available to the District upon the District’s request. F33. FINANCE/PURCHASE OPTION: The District, at its sole discretion, may elect to either finance or purchase the system and installation services which is specified in this Solicitation. For this reason, Vendors are strongly encouraged to offer both monthly financing and full purchase prices in their Responses. When quoting financing prices, Vendor shall quote a firm, fixed monthly charge and the number of monthly payments to be incurred. The Vendor shall also stipulate the total principal cost and finance charges. If the District determines to select a financing arrangement, it is understood and agreed that the District may, at any time during the financing period, pay the remaining principal without penalty, thereby avoiding the finance charges that would have been incurred during the life of the financing arrangement. F92. FURNISH AND INSTALL REQUIREMENTS: These Specifications may describe the various functions and types of work required to install the equipment purchased in conjunction with this Solicitation. Any technical omissions of functions or types of work within these Specifications shall not relieve the Vendor from furnishing, installing or performing such work where required to the satisfactory completion of the project. The Vendor shall include all costs associated with installation in its proposed unit cost to the District and shall not identify installation costs as a separate item unless specifically allowed on the Specification and Pricing Form.

I27. INDEMNIFICATION: The successful Vendor shall indemnify and hold the District harmless from any and all claims, liabilities, losses and causes of action which may arise out of the fulfillment of the Vendor’s contractual obligations as outlined in this Solicitation. The Vendor or its insurer(s) shall pay all claims and losses of any nature whatever in connection therewith, and shall defend all suits, in the name of the District when applicable, and shall pay all costs and judgments which may issue thereon.

I28. INSURANCE: The Vendor shall purchase and maintain at its own expense, insurance which is at least as broad, and with limits at least as great as outlined below:

General Liability Policy form: Occurrence Policy Aggregate $ 2,000,000 Products/completed operations aggregate 2,000,000 Each occurrence limit ..................................................................................................... 1,000,000 Personal & advertising injury limit 1,000,000 Products/completed operations Defense in excess of limits Per location / per job aggregate limit Blanket contractual Independent contractors Primary & non-contributory Show Waiver of Subrogation in favor of the District All locations / operations (if not, show district job/location specifically) Name the District as “Additional Insured” Automobile Liability: Combined single limit:.................................................................................................. $ 1,000,000 Any auto (or Hired & Non-owned, if you own no vehicles) Show Waiver of Subrogation in favor of the District Primary & non-contributory Auto pollution liability (IF you carry any hazardous cargo) ( If the Vendor is providing repairs to District vehicles on the Vendor's property, the Vendor shall possess Garage Liability Insurance, covering premises, auto and completed operations) Name the District as “Additional Insured” Professional Liability:{ IF you render professional services } Policy form: Occurrence (if not, claims-made retro date must predate our contract or date of service) Per claim or occurrence limit.......................…............................................................. $ 1,000,000 Blanket contractual Primary & non-contributory Show Waiver of Subrogation in favor of the District Per location / per job aggregate limit Defense in excess of limits Designated profession must be applicable to your work for our company Name the District as “Additional Insured” Pollution Liability: { IF you have any pollution exposure } Policy form: Occurrence (if not, claims-made retro date must predate our contract or date of service) Per claim or occurrence limit.......................…............................................................. $ 1,000,000 Blanket contractual Primary & non-contributory Show Waiver of Subrogation in favor of the District Per location / per job aggregate limit Defense in excess of limits

Designated Location or Operation must be shown as per your contract for the District Name the District as “Additional Insured”

Umbrella: Policy form: ……………………………………..……………………………….. Occurrence - Umbrella Each occurrence or claim limit: ...................…............................................................ $ 1,000,000 Excess commercial general liability Excess Products/completed operations Show Waiver of Subrogation in our favor Excess automobile liability Excess professional liability (if you provide professional services) Excess pollution liability (if any pollution exposure exists) Excess employer’s liability Blanket contractual Per location / per job aggregate limit Defense in excess of limits Primary & non-contributory All locations / operations (if not, designate specific project or location) Name the District as Additional Insured including Products/Completed Operations Workers’ Compensation: Workers Compensation benefits: per Colorado Statute Employers liability – limit per accident $ 100,000 Employers liability – limit per disease 100,000 Employers liability – disease aggregate 500,000 All owners/officers who will be on District property or job site must be covered Show Waiver of Subrogation in favor of the District Coverage must apply to workers in Colorado

Insurance companies providing the coverages specified above must be authorized to do business under the laws of the State of Colorado and must be rated no less than “A-“ by A.M. Best Company. Issuance of a contract is contingent upon verification of all required coverage, as required below.

M01. MATERIAL PRICED INCORRECTLY: As part of any award resulting from this process, Vendor(s) will discount all transactions as agreed. In the event the District discovers, through its contract monitoring process or formal audit process, that material was priced incorrectly, Vendor(s) agree to promptly refund all overpayments and to pay all reasonable audit expenses incurred as a result of the non-compliance.

The District reserves the right to conduct negotiations with Vendors and to accept revisions of proposals. During this negotiation period, the District will not disclose any information derived from proposals submitted, or from discussions with other Vendors. Once an award is made, the solicitation file and the proposals contained therein are in the public record. M38. METHOD OF PAYMENT - PERIODIC INVOICES FOR COMPLETED SERVICES: The successful Vendor shall submit an invoice to the District's Accounts Payable Department. The invoice shall reference the appropriate Purchase Order/Contract Release Request number, the service address(s), a detailed explanation of the work that was performed at the location, and, if applicable, the model and serial numbers of each piece of equipment that was serviced and/or repaired by the Vendor in conjunction with the corresponding invoice. The periodic invoices shall not exceed thirty calendar days from the date of the service. Under no circumstances shall the invoices be submitted to the District in advance of the service being performed. O95. OVERRUNS AND UNDERRUNS: Overruns or underruns shall constitute an acceptable delivery, provided that such overruns or underruns are within a range of ten percent (10%) of the quantity ordered. Payment for these acceptable overruns or underruns shall be charged or credited to the District proportionately. The District will not provide payment for overruns beyond the ten percent (10%) range.

RECAP OF OFFERS SUBMITTED: Vendors wishing to receive a recap after recommended award of the Solicitation may do so by including an email address in the space provided:________________________ S03. SALES TAX: The District is exempt from paying State or Local Sales Taxes. Not withstanding, Vendors should be aware of the fact that all materials and supplies which are purchased directly by the Vendor in conjunction with this contract will be subject to applicable state and local sales taxes and these taxes shall be borne by the Vendor. S89. SUB-CONTRACTORS OF WORK SHALL BE IDENTIFIED: As part of its Response, the Vendor shall be required to identify any and all sub-contractors that will be used in the performance of the contract resulting from this Solicitation. The Vendor shall also identify the capabilities, experience and portion of the work to be performed by the sub-contractor(s). The competency of the sub-contractor(s) with respect to skill, responsibility and business standing shall be considered by the District when making the award in the best interest of the District. W11. WARRANTY SHALL BE SUPPLIED IN WRITTEN FORM: The Vendor shall supply a copy of its written warranty certificates with its Response. If this written warranty is not provided in the Response, the Vendor may be given the opportunity to submit these certificates to the District during the Response evaluation period in its best interest. The warranty supplied by the Vendor shall remain in force for the full period identified by the Vendor, regardless of whether the Vendor is under contract with the District at the time of defect. Any payment by the District on behalf of goods and services received from the Vendor does not constitute waiver of these warranty provisions.

Scope of Work/Specifications Additional Terms

I. INTRODUCTION Denver Public Schools (“District”) and the City & County of Denver (City) invite proposals from qualified developers capable of designing, financing and installing roof mounted Photovoltaic (PV) systems totaling approximately 100 kw (DC) on 10–30 separate schools within the District. The total size of each proposed project will be approximately 1 - 3 mw. District will likely make two awards. II. BACKGROUND, OVERVIEW AND GOALS The District and the City will accept proposals from developers to design, engineer, finance and install roof mounted PV systems on approximately 10-30 schools within the District system and 10-20 City owned facilities. These systems are expected to total 100 kw each. Developers are expected to propose specific sites for the PV arrays. The District and the City will provide a list of potential sites developer can consider. This list is only intended to be a guide. The District and the City will consider other facilities (existing and future) that may allow for cost-effective solar PV installations. The District and the City expect the developer to own, operate and maintain the PV system for twenty years and will enter into Power Purchase Agreement and Site Lease Agreements with the District and the City.

The District consists of 156 schools located throughout the city of Denver. Prospective PV systems should be located on school buildings (versus administrative buildings) in order to maximize the educational benefits of the District PV Program. III. Scope of Services The District and the City expect the developer to be capable of designing, engineering, financing and installing roof mounted systems at approximately 10-30 school sites and 10-20 City facilities. The District and the City may award to separate vendors. Each set of facilities may be considered a single project and are expected to be installed concurrently over a reasonable time frame. Bidders must demonstrate an ability to design, finance, install and maintain multiple projects concurrently. The District and the City reserve the right to make multiple awards. Roof replacements or repairs may be necessary during the 20 year contract term. The developer must work cooperatively with the district or the City to facilitate any movement and replacement of the solar system. Prospective developers must be willing to enter into specific agreements with various parties which may be involved in the successful execution of this project. These agreements include the following: (1) A no-cost easement with District for access to the building roofs

(2) An agreement with the project owner for operation and maintenance activities conducted at the site; (3) A third-party solar REC contract with XCEL for all RECs generated, as relevant. All proposal preparation and development costs are to be borne by the developer. Developers are to submit their final proposals to District for review. Based on this review, District will select one or more developers who will then enter into final PPA and Site Lease negotiations with District for the construction of the arrays. All selection decisions will be final and are within the sole discretion of District. IV. MINIMUM QUALIFICATIONS Past Experience – District will consider past experience in financing, designing, installing, owning, operating, and maintaining PV systems of similar size and complexity. The developer must have experience with simultaneously installing and operating multiple PV systems of at least 100 kwh. If the developer forms a joint venture or other teaming arrangement, these same considerations will be applied to the parties to the joint venture or teaming arrangement cumulatively. V. PROPOSAL REQUIREMENTS All proposals must contain the following information:

Section 1

1. A brief summary of the important characteristics of your firm/team that demonstrate the firm/team meets

all of the minimum qualifications as listed previously in this document, including a description of the firm stating the size, locations, nature of the work done by the firm, number of years in existence.

2. Past Experience: District will consider past experience in financing, designing, installing, owning, operating, and maintaining PV systems of similar size and complexity.

3. The names of the key personnel who will participate in this transaction including identification of the

person who will be directly responsible for the day-to-day work on the project and a brief resume of these individuals’ pertinent experiences and qualifications.

4. A project timeline and a budgetary planning estimate for the system and service (includes installation, training, documentation and support) recommended.

5. Proposals will be expected to demonstrate the following features to be eligible for this RFP:

a. All solar PV arrays must be mounted in a ballast only/non-penetrating mounting system b. All arrays must maximize power density and module efficiency c. Successful bidder will include site plans of each of the 10-30 project sites outlining the proposed

array location and staging location d. Successful bidder will include a detailed sample interconnection one line drawing outlining the array

to inverter diagram that could be applied to the school sites, with final interconnection drawings (inverter to switchgear) provided after bid selection process is concluded

e. Successful bidder will provide a detailed construction plan and deployment schedule for the 10-30 sites

f. Successful bidder shall have a proven track record of educational/curriculum development as pertaining to solar PV installations and education

g. Successful bidder shall submit a detailed solar PV curriculum plan customized for Denver Public Schools as part of this RFP

h. Successful bidder shall demonstrate a proven track record of successfully developing projects in Colorado of at least 100 kw through the Xcel Solar Rewards program.

i. Successful bidder must demonstrate ability to design, construct, permit, finance and commission multiple large scale projects concurrently

j. Successful bidder shall provide proof of project financing commitments from an identified funding source as part of this RFP

k. Bidder must provide proof of successful track record in financing similar sized project l. Financing source must demonstrate successful track record in funding projects of similar size and

scope and utilizing a financing structure similar to that proposed for the District project m. Successful bidder shall have a full‐time dedicated service department

Please respond to the aforementioned items in the order in which they are presented and enumerated accordingly.

LIST OF DPS FACILITIES FOR CONSIDERATION

Denver Public Schools Roof Areas Greater Than 12,000 Sq.Ft.

Summer, 2009

Building Name Roof Type Sub Type Install

YearDeck Area

Green Valley Ranch K-12 (New) 2010 A Lincoln BUILTUP BUILTUP 2000 23,873 A Lincoln SINGLEPLY EPDM 1999 14,531 A Lincoln SINGLEPLY EPDM 1999 14,076 A Lincoln SINGLEPLY EPDM 1999 17,658 Amesse BUILTUP BUILTUP 1988 27,214 Archuleta SINGLEPLY EPDM 2002 37,293 Ash Grove BUILTUP BUILTUP 1992 13,434 Barnum METAL METAL 1993 14,232 Barrett BUILTUP BUILTUP 2002 16,144 Bradley SINGLEPLY EPDM 1999 22,825 Bromwell BUILTUP BUILTUP 2001 30,183 Brown BUILTUP BUILTUP 1991 16,136 Bryant Webster BUILTUP BUILTUP 1991 14,699 Byers BUILTUP BUILTUP 1993 13,425 Carson BUILTUP BUILTUP 1987 17,201 Carson BUILTUP BUILTUP 1991 14,919 Castro SINGLEPLY EPDM 1992 33,209 CEC Middle College Denver BUILTUP BUILTUP 2000 18,327 CEC Middle College Denver BUILTUP BUILTUP 1994 26,699 Centennial BUILTUP BUILTUP 1991 13,608 Centennial BUILTUP BUILTUP 1991 32,048 Cheltenham BUILTUP BUILTUP 1985 12,308 College View SINGLEPLY EPDM 1995 15,028 Columbian SINGLEPLY EPDM 1999 14,235 Cory SINGLEPLY EPDM 2000 15,591 Cowell BUILTUP BUILTUP 1981 12,640 Cowell SINGLEPLY EPDM 1999 12,928 D C I S BUILTUP BUILTUP 1991 21,117 D C I S BUILTUP BUILTUP 1991 14,112 Del Pueblo BUILTUP BUILTUP 1992 31,105 Denison BUILTUP BUILTUP 1992 16,244 Denver School of the Arts SINGLEPLY EPDM 2002 17,710 Doull BUILTUP BUILTUP 1981 16,091 Eagleton BUILTUP BUILTUP 1999 15,476 Eagleton SINGLEPLY EPDM 1991 19,525 East BUILTUP BUILTUP 1980 13,337 East BUILTUP BUILTUP 1992 17,042 Ebert SINGLEPLY EPDM 1994 14,422 Ellis BUILTUP BUILTUP 2001 14,755 Ellis SINGLEPLY EPDM 1999 15,857

Building Name Roof Type Sub Type Install

YearDeck Area

Fairmont BUILTUP BUILTUP 1991 17,052 Fallis SINGLEPLY EPDM 1992 21,094 Force SINGLEPLY EPDM 1987 16,091 Ford SINGLEPLY EPDM 1999 27,057 Fox Street SINGLEPLY EPDM 0 12,266 Front Range Aircraft Hngr METAL METAL 0 14,008 Garden Place SHINGLES ASPHALT 1999 14,278 Gilpin SINGLEPLY EPDM 1996 38,892 Godsman BUILTUP BUILTUP 1991 14,006 Godsman SINGLEPLY EPDM 2000 12,173 Gove BUILTUP BUILTUP 1975 21,000 Gove BUILTUP BUILTUP 1975 15,393 Grant BUILTUP BUILTUP 1991 12,030 Grant SINGLEPLY EPDM 1991 16,192 Grant Ranch SINGLEPLY EPDM 2001 15,367 Grant Ranch SINGLEPLY EPDM 2001 24,729 Green Valley SINGLEPLY EPDM 2000 15,510 Green Valley SINGLEPLY EPDM 2000 29,884 Greenlee BUILTUP BUILTUP 1991 12,097 Greenlee SINGLEPLY EPDM 1998 21,287 Greenwood SINGLEPLY EPDM 2001 16,350 Greenwood SINGLEPLY EPDM 2001 30,242 Gust BUILTUP BUILTUP 1992 28,713 Gust BUILTUP BUILTUP 2005 12,028 Hallett SINGLEPLY EPDM 1997 13,896 Hamilton BUILTUP BUILTUP 1992 15,946 Harrington SINGLEPLY EPDM 1993 21,228 Henry BUILTUP BUILTUP 2000 14,968 Henry BUILTUP BUILTUP 0 18,070 Hill BUILTUP BUILTUP 2000 16,249 Hill BUILTUP BUILTUP 1975 14,184 Holm BUILTUP BUILTUP 2001 34,981 Holm SINGLEPLY EPDM 1995 18,365 Howell BUILTUP BUILTUP 2007 14,872 Jefferson BUILTUP BUILTUP 1992 23,995 Jefferson BUILTUP BUILTUP 1992 56,281 Jefferson SINGLEPLY PVC 1992 13,968 Johnson BUILTUP BUILTUP 2001 12,129 Kaiser BUILTUP BUILTUP 1994 32,017 Kaiser BUILTUP BUILTUP 1994 16,234 Kennedy BUILTUP BUILTUP 2002 16,767 Kennedy BUILTUP BUILTUP 1993 22,662 Kepner BUILTUP BUILTUP 2002 30,748 King SINGLEPLY EPDM 2002 59,310 Knapp BUILTUP BUILTUP 1992 23,058 Knapp SINGLEPLY EPDM 2000 12,736 Knight BUILTUP BUILTUP 2001 14,976

Building Name Roof Type Sub Type Install

YearDeck Area

Knight SINGLEPLY EPDM 1996 15,162 Kunsmiller SINGLEPLY PVC 1989 12,800 Lake BUILTUP BUILTUP 1991 12,631 Lowry SINGLEPLY EPDM 2002 23,105 Lowry SINGLEPLY EPDM 2002 15,834 Manual BUILTUP BUILTUP 2000 19,216 Manual BUILTUP BUILTUP 1979 13,896 Manual SINGLEPLY EPDM 1994 16,898 Manual SINGLEPLY EPDM 2000 14,256 Marrama SINGLEPLY EPDM 1999 40,457 Marrama SINGLEPLY EPDM 1996 19,727 Maxwell SINGLEPLY EPDM 1996 22,121 Maxwell SINGLEPLY EPDM 1996 15,768 McGlone BUILTUP BUILTUP 1977 36,904 McGlone BUILTUP BUILTUP 2002 18,816 McMeen SINGLEPLY EPDM 1999 17,910 Merrill BUILTUP BUILTUP 2000 18,410 Merrill BUILTUP BUILTUP 2000 12,468 Mitchell BUILTUP BUILTUP 1992 12,001 Mitchell SINGLEPLY EPDM 1987 16,835 Montbello Deck BUILTUP BUILTUP 0 16,889 Montbello Deck BUILTUP BUILTUP 0 13,199 Montbello Deck BUILTUP BUILTUP 0 13,780 Montclair BUILTUP BUILTUP 1993 13,645 Moore SHINGLES ASPHALT 1991 12,857 Morey SINGLEPLY EPDM 1996 12,677 Munroe BUILTUP BUILTUP 2000 16,965 Newlon SINGLEPLY EPDM 1996 12,554 Newlon SINGLEPLY EPDM 2000 12,325 Noel SINGLEPLY EPDM 2002 13,771 Noel SINGLEPLY EPDM 2002 14,916 Noel SINGLEPLY EPDM 2002 13,005 Noel SINGLEPLY EPDM 2002 14,376 Noel SINGLEPLY EPDM 2002 22,732 North Deck BUILTUP BUILTUP 1991 14,387 North Deck METAL METAL 0 32,376 North Deck SINGLEPLY EPDM 2002 12,717 North Deck SINGLEPLY EPDM 1993 31,512 Northeast Terminal BUILTUP BUILTUP 2005 20,236 Oakland SINGLEPLY EPDM 1999 40,470 Oakland SINGLEPLY EPDM 1999 19,500 Opportunity School BUILTUP BUILTUP 1992 15,116 Palmer SINGLEPLY EPDM 1994 13,405 Place SINGLEPLY PVC 1994 17,822 Place SINGLEPLY PVC 1994 12,099 Place SINGLEPLY PVC 1994 68,808 Place SINGLEPLY PVC 1994 22,522

Building Name Roof Type Sub Type Install

YearDeck Area

Randolph SINGLEPLY EPDM 2002 19,681 Randolph SINGLEPLY EPDM 2002 14,622 Randolph SINGLEPLY EPDM 2002 13,844 Remington BUILTUP BUILTUP 1983 15,672 Rishel SINGLEPLY EPDM 1987 13,802 Sabin BUILTUP BUILTUP 1992 16,200 Sabin BUILTUP BUILTUP 1992 13,925 Sandoval SINGLEPLY EPDM 2001 13,766 Schenck BUILTUP BUILTUP 2001 15,150 Schmitt BUILTUP BUILTUP 1989 15,926 Skinner BUILTUP BUILTUP 2003 16,524 Slavens BUILTUP BUILTUP 1991 16,996 Smedley BUILTUP BUILTUP 2002 13,025 Smiley BUILTUP BUILTUP 1989 16,092 Smith BUILTUP BUILTUP 1993 20,130 South TILE TILE 1991 33,490 South TILE TILE 1991 18,448 South TILE TILE 1991 12,045 South TILE TILE 1991 17,318 Southmoor BUILTUP BUILTUP 2000 22,048 Southmoor BUILTUP BUILTUP 1992 12,359 Swansea BUILTUP BUILTUP 1999 12,073 Swansea BUILTUP BUILTUP 1999 26,030 Traylor BUILTUP BUILTUP 1992 19,520 Traylor SINGLEPLY EPDM 1997 12,936 University Park BUILTUP BUILTUP 1991 17,467 Valdez BUILTUP BUILTUP 1992 20,475 Valverde SHINGLES ASPHALT 1990 19,186 Washington BUILTUP BUILTUP 1991 16,020 Washington BUILTUP BUILTUP 2005 14,138 Washington SINGLEPLY EPDM 1999 14,744 Washington SINGLEPLY EPDM 1998 12,455 Washington SINGLEPLY EPDM 1999 13,717 West BUILTUP BUILTUP 1991 13,130 West BUILTUP BUILTUP 1986 14,624 West BUILTUP BUILTUP 1991 13,843 West BUILTUP BUILTUP 2002 12,671 Westerly Creek SINGLEPLY EPDM 2003 17,857 Whiteman SINGLEPLY EPDM 1991 13,380 Yuma Street BUILTUP BUILTUP 1991 42,438

LIST OF CITY & COUNTY OF DENVER FACILITIES FOR CONSIDERATION Site Name Site Address Human Services - Castro Building 1200 Federal Blvd Permit Center 200 W. 14th Ave Park Avenue Warehouse 3375 Park Ave West Hiawatha Davis Rec Center 3334 Holly St Rude Rec Center 2855 W. Holden Pl Police District 1 1311 W. 46th Ave Police District 2 3921 Holly St Police District 3 1625 S. University Blvd Police Academy 8895 Montview Blvd Scheitler Rec Center 5105 W. 46th Ave MLK Rec Center 3880 Newport St Parks Warehouse 4495 Jason St Barnum Rec Center 370 Hooker St College View Rec Center 2525 S. Decatur St Montbello Rec Center 15555 E 53rd Ave Green Valley Ranch Rec Center 4890 Argonne Way Eisenhower Rec Center 4300 E Dartmouth Ave Ashland Indoor Pool 2501 W. Dunkeld Place Roslyn Building A 5440 Roslyn St Roslyn Building B 5440 Roslyn St Roslyn Building C 5440 Roslyn St Roslyn Building D 5440 Roslyn St Roslyn Building E 5440 Roslyn St Central Library 10 W. 14th Ave Pkwy County Jail Building X 10550 Smith Rd Arie P. Taylor 4685 Peoria Webb Municipal Building 201 Colfax Fire Headquarters 745 W. Colfax Ave Central Platte Campus Building #2 1271 W. Bayaud - In Design Central Platte Campus Building #3 1271 W. Bayaud - In Design Central Platte Campus Building #5 1271 W. Bayaud - In Design

Section II

Proposal Preparation and Submission Requirements

To enable the District to conduct a uniform and thorough review of all proposals submitted in response to this RFP, the supplier shall organize the proposal response as follows: TAB A-Transmittal letter and cover page from the RFP, TAB B- Management Summary, TAB C- Supplier profile, TAB D- Technical Summary and Information on offering, TAB E- Implementation Schedule, TAB F- Pricing, TAB G- Value added propositions, Tab H- Bidder certifications. Request for proposal organization format

2.1. Transmittal Letter, cover page-TAB A (Limit-2 pages)- The following items shall be placed within this section- transmittal cover letter, signed front page from RFP.

2.2 Management Summary-TAB B (Limit-4 pages). Provide a management summary which includes, but is

not limited to, the following: 2.2.1 Provide an overview of your proposal and highlight the benefits.

2.2.2 Describe your company’s core capabilities and business approach in the following areas 2.2.3 Why is your proposed solution best suited to meet the needs of the Denver Public Schools? 2.2.4 What is your company’s mission statement and/or core values? 2.2.5 Other core competencies related to your proposed equipment and services

2.3 Supplier Profile-TAB C (Limit-4 pages) Provide a vendor profile which includes, but is not limited to, the following:

2.3.1 What is the legal name of your company 2.3.2 Provide a brief description and history of your company. 2.3.3 Indicate the number of years the company has been in business. 2.3.4 Indicate the size of your company, including the company’s market share and number of

installations. What is the headquarters location address and relevant phone numbers? 2.3.5 Discuss the ownership and organizational structure of your company and its support staff. 2.3.6 Provide an organizational chart for the team that would be assigned to this account and a paragraph

about each, discussing his/her qualifications and experience as pertains to the requirements of this account. Also provide the minimum percentage of time the team member would devote to this account.

2.3.7 Provide the total number of your staff, management, development, installation. 2.3.8 Financial Information. Supplier shall provide an audited financial statement or public annual

report. Also, provide your Dun & Bradstreet and tax ID number. This information shall remain confidential and will not be made part of the public record.

2.3.9 References. Discuss your firm’s experience and qualifications on similar projects and similar public school clients. Provide minimum of three major account references from present customers, including company name, contact name, position or title, telephone number, fax number and Email address. (Accounts must be comparable in size and scope to the Denver Public Schools). Each account must have digital equipment. Accounts shall include connected, networked products.

2.4 Technical Summary and Equipment Offering-TAB D (Limit-15 pages). Provide information to

demonstrate that your firm has the technical or specialized expertise to assist the District in furnishing a comprehensive software solution, installation and go live implementation of the system.

2.5 Schedule and Implementation Plan-TAB E.(Limit- 5 pages) Describe your project plan: requirements analysis/process review, hardware solution and installation.

SECTION III – EQUIPMENT PROPOSAL AND PRICING TEMPLATE

3.1 Pricing- TAB F (Limit- 3 pages) 3.1.1 Provide pricing based on 20 years to include the rate and any applicable increases. Use below table for 20

year pricing. Include Prevailing Wages for pricing for City and County of Denver.

Year of Contract

Rate Denver Public

Schools

Rate City and County

of Denver

Price increase over

prior year 1 $0.0_Kwh $0.0_Kwh 0% 2 $0.0_ $0.0_ 0% 3 $0.0_ $0.0_ 0% 4 $0.0_ $0.0_ 0% 5 $0.0__ $0.0__ 0% 6 $0.___ $0.___ __% 7 $0.___ $0.___ __% 8 $0.___ $0.___ __% 9 $0.___ $0.___ __%

10 $0.___ $0.___ __% 11 $0.___ $0.___ __% 12 $0.___ $0.___ __% 13 $0.___ $0.___ __% 14 $0.___ $0.___ __% 15 $0.___ $0.___ __% 16 $0.___ $0.___ __% 17 $0.___ $0.___ __% 18 $0.___ $0.___ __% 19 $0.___ $0.___ __% 20 $0.___ $0.___ __%

Expiration 3.1.2 Provide additional pricing option for buyout after six years. 3.2 Value added propositions-TAB G (Limit-1page)

Value Added propositions. The following issues may or may not be considered in awarding this RFP. Any proposals offered in relation to these points, therefore, must be done in such a way that they can be considered separately from the key components of this RFP. >Discuss any prompt payment discounts available. >Discuss any special services you could provide—equipment for special events, short-term requirements, major

school openings, school special events >Discuss any special services your firm is willing to provide with the proposal, such as contributions to events,

schools, individual sponsorships for departments such as athletics. 3.3 Bidder certifications- TAB H Does your offer comply with all the terms Yes ________ and conditions? If no, indicate exceptions. No _________ Does your offer meet or exceed all Yes ________

specifications? If no, indicate exceptions. No _________ May any member of another governmental Yes ________ jurisdiction avail itself of this contract and No _________ purchase any and all items specified? State percentage of prompt payment discount, if offered. __________ % The District has a VISA Procurement Card Program. Will you accept the District’s Visa as payment for goods and/or services purchased from this Yes _________ Proposal?

No __________

DENVER PUBLIC SCHOOLS PRICING SECTION

CITY & COUNTY OF DENVER PRICING SECTION (BE SURE TO TAKE PREVAILING WAGE REQUIREMENTS INTO ACCOUNT)

PREVAILING WAGES

Any contract in the amount of two thousand dollars ($2,000.00) or more arising out of this proposal shall be subject to the following provisions concerning prevailing wages.

a. The minimum wages to be paid for every class of labor, mechanics and worker shall be not less than the scale of

wages from time to time determined to be the prevailing wages.

b. The Vendor or his/her subcontractor shall pay mechanics, laborers and workers employed directly upon the site of the work the full amounts accrued at time of payment, computed at wage rates not less than those stated or referenced in the specifications, and any addenda thereto, on the actual date of proposal opening, or in effect on the date of grant of permit for performance of such work under D.R.M.C. Section 49-171 et seq., or on the date of the written Purchase Order for contracts let by informal procedure under D.R.M.C. Section 20-63(b), regardless of any contractual relationship which may be alleged to exist between the vendor or subcontractor and such laborers, mechanics and workers.

c. The vendor and subcontractors to pay all workers, mechanics and other laborers at least once a week the full amounts of wages accrued at the time of payment except that the vendor and subcontractor shall make such payments to non-construction workers such as janitorial or custodial workers at least twice per month.

d. The vendor shall post in a prominent and easily accessible place at the site of the work the scale of wages to be paid by the vendor and all subcontractors working under the vendor.

e. If the vendor or any subcontractor shall fail to pay such wages as are required by the contract, the Auditor shall not approve any warrant or demand for payment to the vendor until the vendor furnishes the Auditor evidence satisfactory to the Auditor that such wages so required by the contract have been paid.

f. The vendor shall furnish to the Auditor each week during which work is in progress under the contract, a true and correct copy of the payroll records of all workers, laborers and mechanics employed under the contract, either by the vendor or subcontractors.

g. The copy of the payroll record shall be accompanied by a sworn statement of the vendor that the copy is a true and correct copy of the payroll records of all mechanics, laborers or other workers working under the contract either for the vendor or subcontractors, that payments were made to the workers, laborers and mechanics as set forth in the payroll records, that no deductions were made other than those set forth in such records, and that all workers, mechanics and other laborers employed on work under the contract, either by the vendor or by any subcontractor, have been paid the prevailing wages as set forth in the contract specifications.

h. If any laborer, worker or mechanic employed by the vendor or any subcontractor under the contract has been or is being paid a rate of wages less than the rate of wages required by the contract to be paid as aforesaid, the City may, by written notice to the vendor, suspend or terminate the vendor's right to proceed with the work, or such part of the work as to which there has been a failure to pay the required wages, and in the event of termination may prosecute the work to completion by contract or otherwise, and the vendor and any sureties shall be liable to the City for any excess costs occasioned the City thereby.

Information as to forms and other requirements concerning prevailing wages may be obtained from the City Auditor's office, Prevailing Wage Section, 201 West Colfax, Denver, CO 80202, telephone 720-913-5009.

DENVER PUBLIC SCHOOLS SAMPLE CONTRACT AGREEMENTS

These will be added via addendum

CITY & COUNTY OF DENVER SAMPLE CONTRACT AGREEMENTS

Lessee

AGREEMENT FOR LEASE SUMMARY PAGE

(________________________________________)

This Summary Page, consisting of two pages, is attached to and made a part of that certain Agreement dated _______________________, 2009 between the City and County of Denver and the Lessee listed below.

LESSEE

Name Address Attention

DEMISED PREMISES

Location Address Square Footage

PERMITTED USES HOURS OF OPERATION 365 days a year, weather permitting TERM

Commencement Date Expiration Date

Lessee

COMPENSATION (Initial)

Monthly Guarantee Percentage Compensation Fee %

PERFORMANCE BOND $ (six months of Monthly Guarantees) REQUIRED MINIMUM INVESTMENT $ (total dollar amount) RENOVATION MINIMUM INVESTMENT RENOVATION COMPLETION DATE INSURANCE POLICY AMOUNTS

A. Comprehensive General Liability $1,000,000.00/$2,000,000.00

B. Automobile/Delivery Vehicle Liability $

DESCRIPTION OF EXHIBITS AND ADDENDA

Exhibit A Premises Site Plans Exhibit B Premises Legal Description Exhibit C Construction Terms Exhibit D Bond and Special Counsel Consent Exhibit E Purchase Option Summary Schedule

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Lessee

CONSTRUCTION SUMMARY PAGE

(___________________________________) This Summary Page, consisting of two pages, is attached to and made a part of that certain Agreement dated _______________________, 2008 between the City and County of Denver and the Lessee listed below.

LESSEE

Name Address Attention

DESIGN AND CONSTRUCTION DEADLINE (calendar days after execution of Agreement) CONSTRUCTION PERFORMANCE AND PAYMENT BOND AMOUNTS (100% of construction contract price) CONSTRUCTION INSURANCE POLICY AMOUNTS A. Builders Risk 100% of construction contract price B. Minimum Commercial General Liability

Combined Single Limit $1,000,000 General Aggregate $2,000,000

C. Business Auto Liability Combined Single Limit $1,000,000

D. Worker’s Compensation Statutory Requirements

THIS IS A SAMPLE AGREEMENT ACTUAL TERMS MAY VARY

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J:\_BID2010\BD1351\BD1351.doc

LEASE AGREEMENT

THIS AGREEMENT, is made and entered into this ________ day of ___________________________, 2009, by and between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (“City” or “the City”), and _______________________, whose address is_____________, a ___________ company authorized to do business in the State of Colorado (“Lessee” or “the Lessee”).

WHEREAS, the City, in the exercise of its lawful authority, has constructed, developed and equipped the Premises listed on Exhibit B (“Premises”), the location and general configuration of the Premises being shown on Exhibit A, attached hereto and made a part hereof;

[WHEREAS, the City as also shown on Exhibit __has entered into the _______ Bonds Series _______________, and Series _______________ bond transactions (“Bonds”) and Certificates of Participation ________________ (“COPs”) in respect of the some of the Premises;

WHEREAS, pursuant to the respective Bond and COP Ordinances, Ordinance No.__________,

Series of ________, Ordinance No._____, Series of ___, and Ordinance No.__, Series of ______ and the tax exempt status of the Bonds and COPs, the Premises’ use is subject to regulation under the Internal Revenue Code. The parties agree therefore that this Lease Agreement must be and has been approved by Bond Counsel for the Bond and by Special Counsel for the COPs];

WHEREAS, upon due consideration the City has determined that in the exercise of its lawful functions, and to serve better the Premises public use, it is desirable and appropriate that an electricity grid-connected photovoltaic, solar power plants with a total generating capacity rated at approximately ____ kWp (the “Generating Facilities”) be developed, constructed, equipped, owned, and operated by the Lessee on the Demised Premises at the Premises and that such use is compatible and appropriate within the uses allowed for the Premises, in order to put the same to full, productive use and for the benefit of the general public; and

WHEREAS, the City deems it appropriate and necessary in the public interest to have the Demised Premises operated on its behalf by others, and to have the same operated by Lessee, but under and subject to the continuing jurisdiction, supervision and control of the Department of General Services of the City, under this Agreement, all as herein provided; and

WHEREAS, Lessee hereby binds itself subject to the terms and provision of this Agreement to pay the City the rentals and payments required herein and to otherwise perform all the terms and conditions of this Agreement.

NOW THEREFORE, the City, for the term herein specified, and for and in consideration of the rentals herein stated, and of the terms and conditions herein stated on the part of the Lessee to be kept, observed and performed, has demised and leased, and does by these presents demise and lease to Lessee, and the Lessee has agreed to take and does hereby take from the City, the Demised Premises, as hereinafter improved, all upon and subject to the following express terms, provisions, and conditions:

SECTION 1 GENERAL

1.01 CONSIDERATION

City enters into this Agreement for and in consideration of the payment of compensation by Lessee as herein provided, the construction of all improvements by Lessee as herein provided, the observance by Lessee of the covenants and agreements herein.

1.02 INCORPORATION OF ATTACHED SUMMARY PAGES, EXHIBITS AND ADDENDA

The Summary Pages attached to this Agreement and the Exhibits and Addenda attached to this Agreement as described on the Summary Pages shall be deemed incorporated in this Agreement.

1.03 CONDITIONS PRECEDENT TO EFFECTIVENESS OF LEASE. The Parties agree that approval of Bond Counsel and Special Counsel of the Lease and Power Purchase Agreement for the Generating Facilities shall be a condition precedent to the effectiveness of this Lease.

SECTION 2 DEFINITIONS

2.01 AUDITOR

“Auditor” shall mean the City's Auditor and his authorized representative.

2.02 BOND COUNSEL

“Bond counsel” shall mean the City’s Bond Counsel, Sherman & Howard, 633 Seventeenth Street, Suite 3000, Denver, Colorado 80202.

2.03 COMMENCEMENT DATE

The “Commencement Date” shall mean the date of execution of this agreement.

2.04 DEMISED PREMISES

“Demised Premises” shall mean the Demised Premises as generally depicted as the cross-hatched area on the Demised Premises Plan attached hereto as Exhibit A, located within the Premises Site and containing the number of square feet, more or less, as set forth on the Summary Page. "Demised Premises" shall include the plural where applicable. The City and Lessee acknowledge and agree that the dimensions of the Demised Premises as set forth in Exhibit A are approximate and that, the precise dimensions and footage shall be determined by the Manager and a revision to the Summary Page and Exhibit A will be made, if necessary, depicting the dimensions and footage of the Demised Premises as actually constructed, each of these actions to be taken without the requirements of a formal amendment to this Agreement.

2.05 DESIGN STANDARDS

“Design Standards” shall mean the design standards and criteria in the ________________, and as hereafter amended.

2.06 DEVELOPMENT GUIDELINES

“Development Guidelines” shall mean the criteria established at ______for tenants and Lessees for design, construction, installation, signage, and related matters, and as hereafter amended.

2.07 DIRECTOR

“Director” shall mean the Director of ___________________for the City.

2.08 GENERATING FACILITIES

“Generating Facilities” shall have the meaning given in the Recitals.

2.09 LESSEE’S PROPOSAL

“Lessee's Proposal” shall mean the proposal presented to the City on or about ____, 20___, as “________________” to be designed by ______________, and accepted by City, and consisting of Lessee's plans for the design, construction and its plan of operation.

2.10 MANAGER

“Manager” shall mean the City's Manager of _________________.

2.11 MANAGER’S AUTHORIZED REPRESENTATIVE

Whenever reference is made herein to “Manager or his/her authorized representative,” or words of similar import are used, the City's ______________ shall be such authorized representative of the Manager, unless notice otherwise is given to the Lessee by the Manager.

2.12 PAST DUE INTEREST RATE

“Past Due Interest Rate” shall mean interest accruing at one percent (1%) per month commencing on the fifth calendar day after the date such amount is due and owing until paid to City.

2.13 POWER PURCHASE AGREEMENT. “Power Purchase Agreement” shall mean that certain Power Purchase Agreement of even date herewith, between Lessee as Power Provider, and the City as Purchaser.

2.14 PREMISES.

“Premises” shall mean the City owned locations specified and located in Denver, Colorado, including the real property as further described in Exhibit B attached hereto.

2.15 SPECIAL COUNSEL

“Special Counsel” shall mean the City’s Special Counsel, Peck Shaffer & Williams, 1801 Broadway, Suite 1700, Denver, Colorado 80202.

SECTION 3 GRANT OF TENANT RIGHTS

3.01 RIGHTS GRANTED

City grants to Lessee the right to occupy, improve and use the Demised Premises consistent with and subject to all of the terms and provisions of this Agreement.

3.02 USE OF DEMISED PREMISES

Lessee may use the Demised Premises only to construct upon, occupy, own, operate, and use the Generating Facilities on the Demised Premises consistent with and subject to all of the terms and provisions of this Agreement and provide related services as set forth on the Summary Page and for no other purposes, unless otherwise authorized in writing by the Manager. It is understood that the use of Demised Premises is restricted by the Bond and COP Ordinances, existing zoning code designation of the City, and existing or future cell tower agreements, between the City and by all applicable rules, regulations, statutes or ordinances promulgated by any federal, state or municipal agency having jurisdiction over the Demised Premises. Lessee represents and warrants that it has reviewed the applicable zoning and land use restrictions pursuant to the Bond and COP Ordinances. As of the Commencement Date, Lessee represents and warrants that it shall comply with applicable zoning, cell tower agreements, and land use restrictions. The City represents that the applicable Bond and COP ordinances and COP ordinances permit the development, construction, ownership and operation of the Generating Facilities on the Premises;

3.03 RIGHTS NOT EXCLUSIVE

City reserves the right to grant to other Lessees the right to operate other photovoltaic, solar power plants in other locations within the City, and Lessee understands and agrees that its right to operate a electricity grid-connected photovoltaic, solar power plant within the City is not exclusive. Further, City reserves to itself, its successors and assigns, the right to grant easements and rights of way after the Commencement Date, over and under the Demised Premises for utilities, cell tower, and other uses, so long as such easements and rights of way do not create any interference with the Generating Facilities’s insolation and access to sunlight, as such access exists as of the Commencement Date of this Lease. Lessee acknowledges and agrees that the Demised Premises will be subject to and burdened by such easements and rights of way. If the area of the Demised Premises is reduced at City's direction from the Agreement the rent thereafter shall be reduced in the same proportion as the area deleted bears to the area originally subject to the Agreement

3.04 NO INTERFERENCE

Notwithstanding the Generating Facilities’ presence as a fixture on the Demised Premises, City represents to Lessee that City has legal title to the premises and that there are no circumstances known to City and no commitments to third parties that may

damage, impair, or otherwise adversely affect or interfere with the Generating Facilities or its function by blocking the Generating Facilities’ insolation and access to sunlight; furthermore, City covenants that, except in the exercise of its police powers, City shall not cause or permit any such interference with the Generating Facilities’ insolation and access to sunlight.

3.05 MEANS OF ACCESS

Lessee, its agents, invitees, guests, employees and suppliers have a non-exclusive right of ingress to and egress from the Demised Premises. Such access shall be constructed by the Lessee and remain the responsibility of the Lessee, including its maintenance and repair. City may at any time close, relocate, reconstruct or modify such means of access, provided that a reasonably convenient and adequate means of ingress and egress is available for the same purposes.

3.06 RIGHT OF INSPECTION

City retains the full right of entry in and to the Demised Premises without notice for any purpose necessary, incidental to or in connection with its obligations hereunder, or in the exercise of its governmental functions, or for the purpose of making any inspection or performing any testing it deems necessary.

SECTION 4 TERM AND TERMINATION

4.01 TERM

“Term” shall mean the period commencing at noon on the date of execution by City of this Agreement and expiring at noon on the date Twenty Five (25) years after the Commencement Date (“Expiration Date”) specified in the Summary Page with the original term and extensions and renewals thereafter.

4.02 TERMINATION OF LEASE BY CITY

In the event the Manager determines that the City may not use of the Demised Premises for Generating Facilities purposes during the term of this Lease the City has the right to terminate this Agreement upon six (6) months prior written notice to the Lessee. The City Council may appropriate a reasonable termination fee.

4.03 TERMINATION OF LEASE BY LESSEE

In the event the City terminates or defaults under the Power Purchase Agreement, the Lessee shall have the right to terminate this Lease upon sixty (60) days written notice to City.

4.04 TERMINATION FOR CAUSE Either Party may terminate the Agreement if the other Party or any of such Party’s officers or employees are convicted, plead nolo contendere, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kick backs, collusive bidding, bid-rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar nature in connection with such Party’s business. Termination for the reasons stated in this paragraph is effective upon receipt of notice.

4.05 SURRENDER OF DEMISED PREMISES

Upon the Expiration Date or earlier termination of this Agreement or on the date specified in any demand for possession by City after any Default by Lessee, Lessee covenants and agrees to surrender possession of the Demised Premises and, if all or any portion of the Generating Facilities is removed as requested by City, Lessee shall, at Lessee’s expense, restore to the conditions existing prior to the installation of such improvements or applicable portions thereof, and upon failure to do so, City may cause such removal and restoration to be done at Lessee’s expense. Lessee shall remove its equipment, unless the City has elected to purchase the Generating Facilities and rights of associated S-RECs in accordance with paragraph 6.05 of this Agreement. If Lessee fails to remove any of Generating Facilities within one hundred twenty (120) days by the expiration or termination of this Agreement, City may, at its option, keep and retain any such Generating Facilities or dispose of the same and retain any proceeds therefrom, and City shall be entitled to recover from Lessee any costs of City in removing the same and in restoring the Demised Premises subject to ordinary wear and tear, in excess of the actual proceeds, if any, received by City from disposition thereof.

4.06 HOLDING OVER

If Lessee holds over after Expiration Date of the Term or any extension thereof, thereafter Lessee's occupancy shall be deemed a month-to-month tenancy at an annual rental equal to 150% of the annual compensation provided in Section 5 herein. Lessee shall be subject to all other terms and conditions of this Agreement not specifically modified above. Nothing herein shall be construed to give Lessee the right to hold over, and City may exercise any remedy at law or in equity to recover possession of the Demised Premises, as well as any damages incurred by City.

SECTION 5 COMPENSATION

5.01 COMPENSATION

Lessee covenants and agrees, without offset, deduction or abatement, to pay City as compensation for the rights and privileges granted by City, a rental of ______________ Dollars ($___,000.00) per year payable in advance to the Manager of Finance, City and County of Denver. Each payment shall be delivered to the City's ________ at 201 West Colfax, Dept. ________, Denver, Colorado 80202, or to such other address as the City may designate. Lessee shall provide all energy produced by the Generating Facilities to the City for use at the Demised Premises. [Lessee acknowledges that the City is providing tenant finish on behalf of the Lessee in connection with a roofing contract. The tenant finish will permit installation of the mounting system for the Generating Facilities. The City shall invoice the Lessee for the tenant finish and the Lessee shall remit payment on the invoice to the Manager of Finance within thirty (30) days of the date of the invoice. ] Lessee shall also grant to the City an option to purchase the Generating Facilities and the solar renewable energy credits as set forth in Section 6 of this Agreement.

The obligation to pay such compensation shall commence upon the Commencement Date set forth herein and continue through the Term hereof.

5.02 INTEREST ON PAST DUE AMOUNTS

Any payments not made to City when due shall accrue interest at the Past Due Interest Rate, as herein defined.

5.03 PLACE AND MANNER OF PAYMENTS

All sums payable to City hereunder shall be made payable to “Manager of Finance” without notice at the following:

Manager of Finance 201 West Colfax Dept 1010 Denver, Colorado 80202

or at such other place as the Manager or his authorized representative may hereafter designate by notice in writing to Lessee. All sums shall be made in legal tender of the United States. Any check given to the City shall be received by it subject to collection, and Lessee agrees to pay any charges, fees or costs incurred by the City for such collection, including reasonable attorneys’ fees.

5.04 BOOKS OF ACCOUNT AND AUDITING

Lessee shall make available upon request within the Denver metropolitan area true and complete records and accounts of all revenues and business transacted. Lessee agrees to establish and maintain a system of bookkeeping satisfactory to City's Auditor and in accordance with generally accepted accounting principles. Lessee shall keep and preserve for at least three years, or until sooner audited by City, all evidence of revenues and business transacted for such period. The City’s Auditor and Manager and their respective authorized representatives shall have the right, upon reasonable prior notice, to inspect or audit at any time all of the books of account, bank statements, documents, records, returns, papers and files of Lessee relating to the Gross Revenues and business transacted, whether stored in electronic media or hard copy.

Lessee, upon request, shall make all such documents available for examination within the Denver metropolitan area. Such documents shall be available to the City representative within fourteen (14) calendar days of the date of the written request.

The City's right to perform such an audit shall expire three years after the Expiration Date, or earlier termination of this Agreement, whichever is earlier.

Lessee expressly agrees that the City’s Manager and Auditor and their authorized representatives may inspect any sales tax return or report and accompanying schedules and data which Lessee may file with the City pursuant to the City’s Retail Sales Tax Article, and any reporting and Environmental Incentive data which Lessee may file with the Public Service Co. of Colorado, and waives any claim of confidentiality which it may have in connection therewith.

SECTION 6 CONSTRUCTION OF GENERATING FACILITIES

6.01 FACILITIES TO BE CONSTRUCTED

Lessee, at its cost shall prepare plans and specifications for the Generating Facilities to be constructed hereunder. The plans and specifications shall be subject to the Manager’s [and the Director’s] approval, which approval shall not be unreasonably withheld. Such plans shall be generally in accordance with Lessee’s Proposal. Any changes to Lessee’s Proposal must be approved by the Manager [and the Director] in their respective sole discretion. Lessee agrees to have construction of all of the Generating Facilities completed no later than _____________, 20__.

[In the event Lessee has failed to secure a commitment for construction financing of the Generating Facilities by ____________, 200_, this Lease shall terminate and be of no further force and effect. The Manager in his/her sole discretion may extend the construction deadlines set forth above without the need for City Council approval, however, in any event, the Manager may not extend the date for completion of construction beyond _____________, 20__.]

6.02 CAPITAL CONTRIBUTIONS

Lessee commits to spending a minimum of $______________ for the design and development of the Generating Facilities generally in accordance with Lessee’s Proposal. The Manager [and the Director] shall approve the final design of the Generating Facilities and shall jointly approve any changes in the concept or design of the Generating Facilities.

6.03 GENERATING FACILITIES

A Generating Facilities shall contain a maximum of __________ square feet at all ___ locations, and a capacity of approximately ________kWp. The Manager [and the Director]may approve changes in the location of the Generating Facilities, as long as the size of the site does not increase the area of the Demised Premises.

6.04 TITLE TO IMPROVEMENTS

Lessee agrees that all tenant finish installed by the City to the Demised Premises, including approved changes and renovations, which are affixed to the realty, are the property of the City upon their completion and acceptance by City. Lessee shall sign any documents reasonably requested by City which show the ownership in the City. The City agrees that the Generating Facilities and all equipment attached to the City’s mounting system, are the property of the Lessee. The City shall sign any documents reasonably requested by Lessee which show the ownership of the Generating Facilities in the Lessee.

6.05 OPTION FOR PURCHASE OF GENERATING FACILITIES. At any time after the ____________ anniversary of the Commercial Operation Date (as defined in the Power Purchase Agreement,) the City may elect, in its sole discretion and at its sole option, to purchase the Generating Facilities from the Lessee, including all rights and privileges held by the Lessee. If the City elects to purchase the Generating Facilities prior to the Expiration Date, the City shall pay to the Lessee the greater of the then Fair Market Value or Buy-Out Price set forth in the Purchase Option Summary Schedule attached to this

Lease as Exhibit E. If the City elects to exercise the purchase option at the Expiration Date, the purchase price shall be the then Fair Market Value. Not less than ninety (90) days prior to the projected date for exercise of the purchase option, the City shall provide written notice to Lessee of the City’s desire to determine the Fair Market Value of the Generating Facilities. The City shall not elect to exercise its Purchase Option until after a Fair Market Value has been determined. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value or Buy-Out Price, as applicable, and all other amounts then owing by the City to Lessee, the parties will execute all documents necessary to cause title to the Generating Facilities to pass to the City as-is, where-is; provided, however, that Lessee shall remove any encumbrances placed on the Generating Facilities by the Lessee. The “Fair Market Value” of the Generating Facilities shall be the value determined by the mutual agreement of the City and Lessee within thirty (30) days of the City’s notice of desire to determine the Fair Market Value pursuant to this Section 6.05. If the City and Lessee cannot mutually agree to a Fair Market Value, then the parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the parties. The greater of the Buy-Out Price or the Fair Market Value valuation made by the appraiser shall be the price at which the City may, in its sole discretion, determine to exercise its Purchase Option. The costs of the appraisal shall, subject to the City’s appropriation be borne by the parties equally. To the extent transferable, the remaining period, if any, on all warranties for the Generating Facilities shall be transferred from Lessee to the City at no cost to the City. If the parties are unable to agree on the selection of an appraiser, such appraiser shall be selected by the two appraiser firms proposed by each party. Upon any such purchase of the Generating Facilities by the City, Lessee shall convey all its title, ownership rights, and any other interests Lessee holds in the Generating Facilities and the renewable energy certificates and other revenues related to the Generating Facilities. Such purchase and assignment shall be conditioned upon the consent of Public Service Co. of Colorado to the transfer and assignment of the agreements between the Lessee and Public Service Co. of Colorado.

6.06 DESIGN, DEVELOPMENT AND CONSTRUCTION OF IMPROVEMENTS/RESTRICTION ON CHANGES

The Generating Facilities development must consider the historical values in its design and operation.

Site development shall conform to all applicable local, state and federal requirements. This includes, but is not limited to, State and EPA water and air quality requirements, storm drainage management plans by the Urban Drainage and Flood Control District (UDFCD) and related agencies to the Premises site. In addition, the design, construction and operation of the Generating Facilities and related facilities shall protect and maintain _________________________________.

Lessee shall cooperate with the City and its planners, designers, architects, and engineers in the construction and installation of the Generating Facilities and Site Improvements on the Premises and shall comply with the approved plans and specifications of the Building Code, and to the extent applicable the Development Guidelines

Coordination with the Premises staff will be the sole responsibility of the Lessee for obtaining all site development and building permits.

Lessee shall be responsible for all utilities needed during construction.

Lessee’s design, construction, operation and maintenance of the Demised Premises shall conform and be subject to the future ___________________________. All construction work, materials, and installations involved in or incidental to the construction on the Premises shall be subject at all times to inspection and approval by the City. The City shall at all times have the right of access to the Premises to monitor and inspect the construction of the Generating Facilities to assure that the Generating Facilities is constructed and installed in compliance with the approved plans and specifications. The City shall have the right to halt construction or deny access to the Premises at any time if such construction is at material variance from the approved plans and specifications until such material variance is corrected, or if such construction poses an immediate safety hazard at any of the Premises, until such safety hazard is eliminated. The City shall cooperate and use its best efforts to alleviate and resolve any such material variance or impediment to the safe operation of all of the Premises so as to permit continuation of construction as expeditiously as possible.

Thereafter, Lessee agrees not to alter, add to, remove, or demolish any of the improvements on the Demised Premises without the prior written approval of the Manager [and the Director.] All such alterations or changes shall be made in accordance with the __________________ Development Guidelines and the requirements of ____________________________.

6.07 AS-BUILT DRAWINGS. Not later than sixty (60) days after completion of all work for the Generating Facilities, Lessee shall provide the City complete sets of as-built drawings prepared. If Lessee fails to provide the as-built drawings after written notice from the City, the City may elect to have the drawings completed and charge Lessee for the costs associated therewith. Lessee agrees that, upon the request of the City, Lessee will inspect the Demised Premises jointly with the City to verify the as-built drawings. All material improvements made by Lessee shall be subject to inspection by the City and approval by Manager within fourteen (14) calendar days of request for approval, and shall be removed and replaced at Lessee’s sole cost immediately if disapproved. 6.08 CONSTRUCTION BONDS. Prior to the commencement of construction, Lessee shall deliver to the Manager a payment and performance bond in a sum not less than One Hundred Percent (100%) of construction contract price payable to Lessee’s contractor. Said bond shall guarantee prompt and faithful payment by the Lessee directly to Lessee’s contractors and by Lessee’s contractors to all persons supplying labor, materials, team hire, sustenance, provisions, provender, supplies, rental machinery, tools and equipment used directly or indirectly by the said contractor, subcontractor(s) and suppliers in the prosecution of the work provided for in said construction contract and shall protect the City from any liability, losses or damages arising therefrom. All bonds shall be issued by a surety company licensed to transact business in the State of Colorado and satisfactory to and approved by the City

6.09 LIMITATION ON LIABILITY. Lessee agrees that no liability shall attach to the City for any damages or losses incurred or claimed by Lessee or any other person or party on account of the construction or installation of the Generating Facilities or other improvements to or upon the Demised Premises made by Lessee. Lessee agrees that no liability shall attach to the City for any interference or delay caused by construction in adjacent areas or the Premises operations, including without limitation damages or losses in the nature of delay damages, lost labor productivity, and impact damages. The City agrees that no liability shall attach to Lessee as a result of any City-caused interference or delay.

SECTION 7 OPERATION AND USE OF DEMISED PREMISES

7.01 OPERATIONS

Lessee agrees to conduct its business to accommodate the public using the Premises and to operate the Generating Facilities in the following manner:

A. Lessee shall operate the Generating Facilities in a first-class manner satisfactory to the Manager or his/her authorized representative. Service shall be prompt, clean, courteous and efficient.

B. Lessee shall at all times retain at the Demised Premises an experienced manager of high quality to manage the Generating Facilities who is fully authorized to represent and act for it in the operation of the Generating Facilities and to accept service of all notices provided for herein. At times when this manager is not present at the Generating Facilities, Lessee shall assign, or cause to be assigned, a qualified subordinate to be in charge of the Demised Premises, services and facilities and to be available at the Demised Premises to act for such manager.

C. During the required hours of operation, Lessee shall provide personnel in sufficient number and quality necessary to conveniently and efficiently serve the public. Such personnel shall be thoroughly qualified, familiar with the business, courteous, informative and helpful to the public. The attire of such personnel shall be of the highest character and in keeping with that worn by personnel in similar first-class businesses in the Denver metropolitan area. Personnel shall be attired in identifiable dress and at all times possess visible identification as to their name and employer.

D. Lessee shall comply with all applicable federal, state and local laws and regulations, including without limitation those governing operation of energy utilities. Lessee shall allow duly authorized representatives of governmental entities access to the Demised Premises for inspection purposes. Lessee agrees to obtain at its own expense, and maintain at all times, all licenses and certificates necessary for the operation of the Generating Facilities and to comply with all applicable health, safety and sanitary laws, regulations and inspections concerning same.

E. Lessee shall develop detailed written operating and security procedures and City shall have twenty-one (21) days to review such procedures.

F. Lessee shall comply with all IRS regulations and the Bond and COP Ordinances.

G. The Manager or his/her authorized representative shall have the right to make reasonable objections to the character of the service rendered, energy produced, and the appearance and condition of the Demised Premises. Lessee agrees to promptly discontinue or remedy any objectionable practice or condition within five (5) days after written notice by the Manager or his/her authorized representative.

7.02 HOURS OF OPERATION

Lessee agrees to keep the Generating Facilities open year round during daylight hours, extenuating circumstances such as weather excepted.

7.03 CARE OF AREA

Lessee agrees that it will keep the Demised Premises in a neat, clean, safe, sanitary and orderly condition at all times, and further agrees that it will keep such area free at all times of all paper, rubbish, spills, and debris. Lessee, at its own expense, shall collect and deposit all trash and refuse.

7.04 COMPLIANCE WITH ALL LAWS AND REGULATIONS

Lessee agrees not to use or permit the Demised Premises to be used for any purpose prohibited by the laws of the United States or the State of Colorado or the ordinances or Charter of the City and County of Denver, or not authorized hereunder, and it further agrees that it will use the Demised Premises in accordance with all applicable federal, state and local laws and all general rules and regulations adopted by the City or the Manager for the management, operation and control of the Premises, either promulgated by the City on its own initiative or in compliance with regulations or other authorized federal agency. Lessee further agrees to submit any report or reports or information which the City is required by law or regulation to obtain from Lessee or which the Manager may request relating to Lessee's operations. Without limiting the foregoing, Lessee shall comply at all times with the Americans with Disabilities Act, 42 USC 12,000 et seq., and all applicable regulations adopted pursuant thereto, in the physical conditions in the Demised Premises and in Lessee’s operations.

7.05 PREVAILING WAGE; SMALL BUSINESS ENTERPRISES

Lessee, where applicable, shall comply with Section 20-76 of the Denver Revised Municipal Code on prevailing wages and Sections 28-201, et. seq., of the Denver Revised Municipal Code on small business enterprises.

7.06 COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS

Lessee, in conducting any activity on the Demised Premises, shall comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or orders (collectively "Environmental Requirements"), including but not limited to Environmental Requirements regarding the storage, use and disposal of Hazardous Materials or Special Wastes and regarding releases or threatened releases of Hazardous Materials or Special Wastes to the environment. For purposes of this Agreement the terms "Hazardous Materials" shall refer to those materials, including without limitation asbestos and asbestos-containing materials, polychlorinated biphenyls (PCBs), oil or any other petroleum products, natural gas, source material, pesticides, and any hazardous waste, toxic substance or related material, including any substance defined or treated as a "hazardous substance," "hazardous waste" or "toxic substance" (or comparable term) in the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Sec. 9601 et seq. (1990)), the Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq. (1990)), and any rules or regulations promulgated pursuant to such statutes or any other applicable federal or state statute. Lessee shall

comply with the City’s Ordinance 196, as amended on March 18, 1991 (amendments to the City Uniform Public Code related to water conservation fixtures).

Lessee shall acquire all necessary federal, state and local environmental permits and comply with all applicable federal and state environmental permit requirements.

Lessee agrees to ensure that its Demised Premises is designed, constructed, operated and maintained in a manner that minimizes environmental impact through appropriate preventive measures and complies with all federal, state and local environmental requirements. Lessee agrees to evaluate methods to reduce the generation and disposal of waste materials as applicable. Wastewater from maintenance or operational activities shall be pretreated with sand and grease traps as applicable.

In the case of a release, spill or leak as a result of Lessee’s construction, operation or maintenance activities, Lessee shall immediately control and remediate the contaminated media to applicable federal, state and local standards. Lessee shall reimburse the City for any penalties and all cost and expense, including without limitation attorney’s fees, incurred by the City as a result of the release or disposal by Lessee of any pollutant or hazardous material on the Premises.

7.07 WASTE OR IMPAIRMENT OF VALUE

Lessee agrees that nothing shall be done or kept in the Demised Premises which might impair the value of the City’s property or which would constitute waste.

7.08 HAZARDOUS USE

Lessee agrees that nothing shall be done or kept in the Demised Premises and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Demised Premises which might be unsafe or hazardous to any person or property. Further, Lessee shall not do or permit to be done any act or thing upon the Demised Premises which will invalidate, suspend or increase the rate of any fire insurance policy required under this Agreement, or carried by the City, covering the Demised Premises or the buildings in which the Demised Premises is located or which, in the opinion of the Manager or his authorized representative, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. If, by reason of any failure by Lessee to comply with the provisions of this section, after receipt of notice in writing from the City, any fire insurance rate on the Demised Premises or on the buildings in which the same is located, shall at any time be higher than it normally would be, then Lessee shall pay the City, on demand, that part of all fire insurance premiums paid by the City which have been charged because of such violation or failure of Lessee; provided, that nothing herein shall preclude Lessee from bringing, keeping or using on or about the Demised Premises such materials, supplies, equipment and machinery as are appropriate or customary in carrying on its business, or from carrying on the normal operations contemplated herein. [Effect if any on City’s fire insurance Policy may have to be determined on a site by site basis]

7.09 STRUCTURAL, ELECTRICAL OR SYSTEM OVERLOADING

Lessee shall operate the Generating Facilities and appurtenant utilities in a manner that will not create a hazard by overloading the capacity of any structural, roof load, snow load, wind tolerances, electrical or other system facility. [Additional concerns may appear pending our technical review]

7.10 NOISE, ODORS, VIBRATIONS AND ANNOYANCES

Lessee shall conduct its operations in an orderly and proper manner so as not to commit any nuisance in the Demised Premises or unreasonably annoy, disturb or be offensive to the public and shall take all reasonable measures, using the latest known and practicable devices and means, to eliminate any unusual, nauseous or objectionable noise, gases, vapors, odors and vibrations and to maintain the lowest possible sound level in its operations.

7.11 ACCESSIBILITY. Lessee shall not do or permit to be done anything which might interfere with or hinder police, firefighting, or other emergency personnel in the discharge of their duties.

SECTION 8 UTILITIES AND SERVICES

8.01 UTILITIES AND SERVICES

Lessee shall pay all charges and fees for utilities used during construction of the Generating Facilities including all repair and janitorial services. Lessee shall also be responsible for payment of any and all tap fees.

8.02 ELECTRICITY AND NATURAL GAS

Lessee shall pay all costs for electricity and gas used within the Demised Premises.

8.03 MAINTENANCE

Lessee shall, at its expense maintain the Demised Premises in accordance with prudent industry standards including redecoration, painting and repair and replacement of worn furnishings as the conditions [and Director] or his/her authorized representative may reasonably require. The cost of maintenance, care and any necessary replacement of the Generating Facilities shall be borne by Lessee. Lessee agrees, at its expense and without cost or expense to the City, during the Term hereof that:

A. Lessee shall keep the Generating Facilities in good order and condition and will make all necessary and appropriate repairs and replacements in accordance with industry standards and in a good and workmanlike fashion without diminishing the original quality of such improvements;

B. Lessee shall not permit rubbish, debris, waste materials or anything unsightly or detrimental to health, or likely to create a fire hazard, or conducive to deterioration, to remain on any part of the Premises or to be disposed of improperly.

C. Lessee shall provide and maintain obstruction lights and all similar equipment or devices now or at any time required by any applicable law, ordinance or municipal, state or federal regulation.

D. Lessee shall be responsible for the removal of snow and ice on the Demised Premises to the extent Lessee or the City need to access the Generating Facilities.

E. The Manager or his authorized representative shall have the right to make reasonable objections regarding the maintenance and appearance of the Premises. Lessee agrees to promptly discontinue or remedy any reasonably objectionable condition within five (5) days after written notice by the Manager or his authorized representative.

8.04 INTERRUPTION OF SERVICES

The parties agree that neither party shall be liable for City’s failure to supply any utility services. City reserves the right to temporarily discontinue utility services at such time as may be necessary by reason of accident, unavailability of employees, repairs, alterations or improvements or whenever by reason of strikes, lockouts, riots, acts of God or any other happenings beyond the control of the City, the City is unable to furnish such utility services. The City shall not be liable for damages to persons or property for any such discontinuance, nor shall such discontinuance in any way be construed as cause for abatement of compensation or operate to release the Lessee from any of its obligations hereunder, except as otherwise provided in the section entitled “Damage, Destruction or Loss.”

SECTION 9 INDEMNITY, INSURANCE AND BONDS

9.01 INDEMNITY

Lessee hereby agrees to release and indemnify and save harmless the City, its officers, agents and employees from and against any and all loss of or damage to property, or injuries to or death of any person or persons, including property and employees or agents of the City, and shall defend, indemnify and save harmless the City, its officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including worker’s compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its operations in connection herewith, its construction of the Generating Facilities, or its use or occupancy of any portion of the Premises and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors, subcontractors, and agents of the Lessee; provided, that the Lessee need not release, indemnify or save harmless the City, its officers, agents and employees from damages resulting from the sole negligence of the City’s officers, agents and employees. The minimum insurance requirements prescribed herein shall not be deemed to limit or define the obligations of Lessee hereunder.

9.02 INSURANCE

A. Full Term of Agreement. Lessee further agrees to secure at its own expense, and to keep in force at all times during the Term hereof, the following insurance:

1. General Conditions: Lessee agrees to secure, at or before the time of execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. Lessee shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as “A”VIII or better. Each policy shall contain a valid provision or endorsement stating “Should any of the above-described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Denver Risk Administrator, 201 West Colfax Avenue, Dept. 1105, Denver, Colorado 80202 by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior.” If any policy is in excess of a deductible or self-insured retention, the City must be notified by the Lessee. Lessee shall be responsible for the payment of any deductible or self-insured retention. The City reserves the right to require the Lessee to provide a bond, at no cost to the City, in the amount of the deductible or self-insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Lessee. The Lessee shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 2. Proof of Insurance: Lessee shall provide a copy of this Agreement to its insurance agent or broker. Lessee further agrees to have its agent or broker provide proof of Lessee’s required insurance by an ACORD certificate of insurance or other acceptable proof of insurance attached hereto as Exhibit __. The City reserves the right to require the Lessee to provide a certificate of insurance, a policy, or other proof of insurance as required by the City’s Risk Administrator in his sole discretion. 3. Additional Insureds: For general liability, and excess/umbrella liability, Lessee’s insurer shall name the City as an additional insured. 4. Waiver of Subrogation: For all coverages, Lessee’s insurer shall waive subrogation rights against the City. 5. Subconsultants: All sub-consultants, subcontractors, independent contractors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of the Lessee. Lessee shall include all such sub-consultants, subcontractors, independent contractors, suppliers or other entities as insureds under its policies or shall ensure that all subconsultants maintain the required coverages. Lessee agrees to provide proof of insurance for all such subcontractors, independent contractors, suppliers or other entities upon request by the City. 6. Workers’ Compensation/Employer’s Liability Insurance: Lessee shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance with limits of $100,000 for each bodily injury occurrence claim, $100,000 for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. Lessee expressly represents to the City, as a material representation upon which the City is relying in entering into this Agreement, that none of the Lessee’s officers or employees who may be eligible under any statute or law to reject Workers’ Compensation Insurance shall effect such rejection during any part of the term of this Agreement, and that any such rejections previously effected, have been revoked as of the date Lessee executes this Agreement. 7. General Liability: Lessee shall maintain limits of $1,000,000 for each occurrence claim, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations for each occurrence, and $2,000,000 policy aggregate. Aggregate limits must be “per project” or “per location;”

8. Automobile Liability: Lessee shall maintain limits of $1,000,000 for combined single limit applicable to all vehicles operating on City property and elsewhere which includes auto pollution liability coverage for any vehicle hauling cargo containing pollutants or contaminants. 9. Professional Liability: Lessee shall require each construction contractor building the Generating Facilities to maintain limits of $1,000,000 for each claim, and $1,000,000 aggregate limit for all claims. 10. Excess/Umbrella Liability: Lessee shall maintain limits of $5,000,000. 11. Additional Provisions: (a) For all general liability, excess/umbrella liability, the policies must provide the following:

(i) If any aggregate limit is reduce by twenty-five percent (25%) or more by paid or reserved claims, the Lessee shall notify the City within ten (10) days and reinstate the aggregates required; (ii) Unlimited defense costs in excess of policy limits; (iii) Contractual liability covering the indemnification provisions of this Agreement; (iv) A severability of interests provision; (v) Waiver of exclusion for lawsuits by one insured against another; (vi) A provision that coverage is primary; and (vii) A provision that coverage is non-contributory with other coverage or self-insurance provided by the City.

(b) For all general liability, excess/umbrella liability and professional liability, if the policy is a claims-made policy, then the retroactive date must be on or before the contract date or the first date when any goods or services were provided to the City, whichever is earlier.

(c) For all general liability and excess/umbrella liability, the policies must not contain

an exclusion for reconstruction, remodeling, repair or similar activity B. Construction Period. Lessee agrees to secure or require each contractor to secure and to keep in full force and effect during and until completion of the Generating Facilities the following insurance: 1. The Lessee shall obtain and keep in force during the construction period pursuant to this Agreement, insurance policies as described in the section 9.02 (Insurance). 2. The City’s acceptance of any submitted insurance certificate is subject to the approval of the City’s Risk Management Administrator. All coverage requirements specified in Section 9.02 (Insurance) shall be enforced unless waived or otherwise modified in writing by the City’s Risk Management Administrator. 3. Unless specifically excepted in writing by the City’s Risk Management Administrator, the Lessee shall include all subconsultants performing services hereunder as insureds under each required policy or shall furnish a separate certificate (on the form certificate provided), with authorization letter(s) and receipt(s) of premium payment for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements herein. 4. Lessee understands and agrees that the City, its officers, officials and employees, are relying on and do not waive or intend to waive by any provisions of this agreement the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, § 24-10-101 to 120, C.R.S., or otherwise available to the City, its officers, officials and employees.

9.03 BONDS AND COPS

This Lease has been approved by Bond Counsel or by Special Counsel, attached hereto as Exhibit D. Lessee hereby acknowledges receipt of a copy of the Bond and COP ordinances. The Lessee agrees that in its activities and occupancy hereunder it will comply with all of the terms and conditions of the Bond and COP ordinances and that it will take no action, nor omit to act in any manner, which would cause the City to breach or be in default under the Bond and COP ordinances.

9.04 NO PERSONAL LIABILITY

No director, officer or employee of either party hereto shall be held personally liable under this Agreement or because of its execution or attempted execution.

9.05 TAXES, LICENSES, LIENS AND FEES

Lessee agrees to promptly pay all taxes, excises, license fees and permit fees of whatever nature applicable to its operations hereunder and to take out and keep current all municipal, state or federal licenses required for the conduct of its business at and upon the Demised Premises and further agrees not to permit any of said taxes, excises, license fees or permit fees to become delinquent. Lessee also agrees not to permit any mechanic's or materialman's or any other lien to become attached or be foreclosed upon the Demised Premises or improvements thereto, or any part or parcel thereof, by reason of any work or labor performed or materials furnished by any mechanic or materialman. Lessee agrees to furnish to the Manager, upon request, duplicate receipts or other satisfactory evidence showing the prompt payment by it of Social Security, unemployment insurance and worker's compensation insurance, and all required licenses and all taxes. Lessee further agrees to promptly pay when due all bills, debts and obligations incurred by it in connection with its operations hereunder and not to permit the same to become delinquent and to suffer no lien, mortgage, judgment or execution to be filed against the Demised Premises or improvements thereon which will in any way impair the rights of the City under this Agreement.

SECTION 10 DEFAULT AND REMEDIES

10.01 DEFAULT

Lessee shall be in default under this Agreement if Lessee:

A. Fails to timely pay when due to City the compensation or any other payment required hereunder; or

B. Is in default under any other Agreement with the City for Demised Premises at the Premises; or

C. Becomes insolvent, or takes the benefit of any present or future insolvency or bankruptcy statute, or makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee or liquidator of any or substantially all of its property; or

D. Transfers its interest under this Agreement, without the prior written approval of the City, by reason of death, operation of law, assignment, sublease or otherwise, to any other person, entity or corporation; or

E. Fails to complete construction of all of the Generating Facilities no later than ___________, 20__, or fails to make sufficient progress on construction of the Generating Facilities where it becomes apparent that the construction deadline will not be met, unless such date is extended by the Manager in his/her discretion.

F. Abandons, deserts or vacates the Demised Premises, or fails to operate the Generating Facilities; or

G. Suffers any lien or attachment to be filed against the Demised Premises, the Premises or City's property because of any act or omission of Lessee, and such lien or attachment is not discharged or contested by Lessee in good faith by proper legal proceedings within 20 days after receipt of notice thereof by Lessee; or

H. Fails to keep, perform and observe any other promise, covenant or agreement set forth in this Agreement and such failure continues for a period of more than 30 days after delivery by Manager of a written notice of such breach or default, except where a shorter period is specified herein, or where fulfillment of its obligation requires activity over a period of time and Lessee within 10 days of notice commences in good faith to perform whatever may be required to correct its failure to perform and continues such performance without interruption except for causes beyond its control; or

I. Gives its permission to any person to use for any illegal purpose any portion of the Premises made available to Lessee for its use under this Agreement.

10.02 REMEDIES

If Lessee defaults in any of the covenants, terms and conditions herein, the City may exercise any one or more of the following remedies:

A. The City may elect to allow this Agreement to continue in full force and effect and to enforce all of City's rights and remedies hereunder, including without limitation the right to collect compensation as it becomes due together with interest accrued at the Past Due Interest Rate; or

B. The City may cancel and terminate this Agreement and repossess the Demised Premises, with or without process of law, and without liability for so doing, upon giving 30 days written notice to Lessee of its intention to terminate, at the end of which time all the rights hereunder of the Lessee shall terminate, unless the default, which shall have been stated in such notice, shall have been cured within such 30 days. The notice shall be final and the City shall at its option (1) cancel and terminate all of the rights hereunder of the Lessee, reenter the Demised Premises, remove therefrom all property of the Lessee and store the same at the expense of the Lessee, or (2) elect to proceed under subparagraph C. below.

If City elects to terminate, Lessee shall be liable to City for all amounts owing at the time of termination, including but not limited to compensation due plus interest thereon at the Past Due Interest Rate together with any other amount to fully compensate City for all loss of compensation, damages, and costs, including attorney's fees, caused by Lessee's failure to perform its obligations hereunder, or which in the ordinary course would likely result therefrom.

C. The City may elect to reenter and take possession of the Demised Premises and expel Lessee or any person claiming under Lessee, and remove all effects as may be necessary, without prejudice to any remedies for damages or breach. Such reentry shall not be construed as termination of this Agreement unless a written notice specifically so states; however, the City reserves the right to terminate the Agreement at any time after reentry. Following reentry, the City may relet the Demised Premises, or any portion thereof, for the account of Lessee, on such terms and conditions as the City may choose, and may make such repairs or improvements as it deems appropriate to accomplish the reletting. The City shall not be responsible for any failure to relet or any failure to collect compensation due for such reletting.

Lessee shall be liable to City for all costs of reletting, including attorney's fees and repairs or improvements. Notwithstanding re-entry by the City, Lessee shall continue to be liable for all amounts due as compensation under this Agreement, on the dates specified and in such amounts as would be payable if default had not occurred. Upon expiration of the Term, or any earlier termination of the Agreement by the City, the City, having credited to the account of Lessee any amounts recovered through reletting, shall refund, without interest, any amount which exceeds the compensation, damages, and costs payable by Lessee under this Agreement.

10.03 REMEDIES CUMULATIVE

The remedies provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to City under law or equity.

10.04 ADMINISTRATIVE HEARING

Disputes arising out of this Agreement shall be resolved by administrative hearing before the Manager following the procedures outlined in Denver Revised Municipal Code Section 5-17; provided, that City shall retain its right to obtain an order of eviction in accordance with applicable state law. It is further agreed that no cause of action shall be brought against the City until there has been full compliance with the terms of this paragraph.

10.05 WAIVERS

No failure of a non-defaulting party to insist upon the strict performance of a term, covenant or agreement contained in this Agreement, no failure by a non-defaulting party to exercise any right or remedy under this Agreement, and no acceptance of full or partial payment during the continuance of any default by a defaulting party shall constitute a waiver of any such term, covenant or agreement or a waiver of any such right or remedy or a waiver of any default by a defaulting party.

10.06 APPROPRIATION

Notwithstanding any other term or condition of this Agreement, it is understood and agreed that the obligation of the City for all or any payment obligation, whether direct or contingent, shall only extend to payment of monies duly and lawfully appropriated by the City Council for the purpose of this Agreement, encumbered for the purpose of this Agreement, and paid into the Treasury of the City. The Lessee acknowledges that (i) the City does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and (ii) this Agreement is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City.

SECTION 11 DAMAGE, DESTRUCTION OR LOSS

11.01 DAMAGE TO OR DESTRUCTION OF DEMISED PREMISES

If the Demised Premises, or any portion thereof, is destroyed or damaged by fire or otherwise to an extent which renders it unusable, City may rebuild or repair any portions of the building structure destroyed or damaged, and, if the cause was beyond the control of Lessee, the obligation of Lessee to pay the compensation hereunder shall abate as to such damaged or destroyed portions during the time they are unusable. If the City elects not to proceed with the rebuilding or repair of the building structure, it shall give notice of its intent within 90 days after the destruction or damage. Lessee may then, at its option, cancel and terminate this Agreement.

11.02 COOPERATION IN THE EVENT OF LOSS

If the City elects to rebuild, Lessee must replace the Generating Facilities at its sole cost and in accordance with the Required Minimum Investment in _______, 20__ dollars, subject to increase or deduction according to the Engineering News Record Building Cost Index for the Denver, Colorado area, and performance standards as set forth in the Exhibit ______ entitled Provisions for Design and Construction of Improvements. City and Lessee shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss or damage.

11.03 LOSS OR DAMAGE TO PROPERTY

City shall not be liable for any loss of property by theft or burglary from the Demised Premises or for any damage to person or property on the Demised Premises resulting from operating the elevators, or electric lighting, or water, rain or snow, which may come into or issue or flow from any part of the Premises, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may be caused by the City's employees or any other cause, and Lessee agrees to make no claim for any such loss or damage at any time, except for any abatement of compensation or right to insurance proceeds provided for in this Section.

11.04 MUTUAL WAIVER/INSURANCE COVERAGE

City and Lessee each waive any and every claim for recovery from the other for any and all loss of or damage to the Demised Premises or to the contents thereof, which loss or damage is covered by valid and collectible fire and extended insurance policies, to the extent that such loss or damage is recoverable under such insurance policies. Since this mutual waiver will preclude the assignment of any such claim by subrogation or otherwise to an insurance company or any other person, Lessee

agrees to give to each insurance company which has issued, or may issue, to the Lessee policies of fire and extended coverage insurance, written notice of the terms of this mutual waiver, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverage by reason of this waiver.

SECTION 12 MISCELLANEOUS PROVISIONS

12.01 ADVERTISING AND PUBLIC DISPLAYS

Lessee shall not install or have installed or allow to be installed upon or within the Demised Premises, without the prior written approval of the Manager or his/her authorized representative, any sign, either lighted or unlighted, poster or other display of advertising media, including material supplied by manufacturers of merchandise offered for sale, as well as other types of display permitted by City zoning standards. Permission will not be granted for any advertising which fails to comply with CCC standards or City zoning standards, or any advertising material, fixture or equipment which extends beyond the Demised Premises. Each party agrees that it shall not issue any formal press release regarding the Generating Facilities without the prior consent of the other, and each party agrees not to unduly withhold, condition or delay any such consent. On all permitted signage at the Premises, and in all publicly distributed written materials issued by either party that refer to the Generating Facilities by name, such name will contain a statement to the effect attributing ownership and operation of the Generating Facilities.

12.02 AGREEMENT BINDING UPON SUCCESSORS

This Agreement, subject to the provisions of the section entitled "Assignment", shall be binding upon and extend to the heirs, personal representatives, successors and assigns of the respective parties hereto.

12.03 AGREEMENT MADE IN COLORADO

This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Colorado.

12.04 ASSIGNMENT

A. Assignment by Lessee. The Lessee’s right, title and interest in, to, and under this Agreement and the Generating Facilities and all proceeds there from, may be assigned and reassigned in whole or in part (i) to one or more of Lessee’s affiliates, (ii) to one or more affiliates or third parties in connection with a sale-and-leaseback or other financing transaction, (iii) to any person or entity succeeding to all or substantially all of the assets of Lessee, or (iv) to a successor entity in a merger or acquisition transaction without the necessity of obtaining the consent of the City; provided that (x) any such assignment does not change any obligation of the City and (y) any such assignment has received an opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to both the City and the Lessee that such assignment will be

permissible under the Bond and COP Ordinances. Any such assignment shall not be effective until the Manager of General Services has received written notice, signed by the assignor, of the name and address of the assignee. The City hereby agrees that the Lessee may, without notice to the City, sell, dispose of, or assign this Agreement through a pool, trust, limited partnership, or other similar entity, whereby one or more interests are created in this Agreement or the Generating Facilities.

The Lessee and the City agree that any such assignment of this Agreement or the Power Purchase Agreement is not intended as the offer or sale of a security, and the Lessee and all assignees hereof understand and agree that: (i) the City shall not be responsible for any information provided to any assignee or subassignee in connection with any such assignment and (ii) if any such assignment constitutes the offering of a security under applicable securities laws, the City shall not be responsible for compliance with any such laws, and any offering or other disclosure document delivered by the Lessee in connection with such assignment shall include a statement to the effect that the City has assumed no responsibility for such document and has neither reviewed nor undertaken to verify any information contained therein. The Manager of General Services shall (i) retain all assignment notices as a register of all assignees (other than registered owners of certificates of participation) and (ii) shall be responsible for making any payments under the terms of this Agreement or the Power Purchase Agreement only if an appropriation has been effected by the City for such purpose, and only to the Lessee at the address set forth in herein, notwithstanding any assignment by the Lessee pursuant to the terms of this section, unless this Agreement is modified in a writing signed by the parties amending this Agreement to so provide for different payment terms. City agrees to notify in writing, an assignee which has been approved by an amendment to this Agreement, at the address to be designated by assignee upon not less than five (5) business days’ written notice to City prior to any notice by City hereunder, of any act or event of default of Lessee under this Agreement of which City has knowledge that would entitle City to cancel, terminate, annul, or modify this agreement or dispossess or evict Lessee from the Demised Premises or otherwise proceed with enforcement remedies against Lessee, and assignee shall have the same amount of time as Lessee, but at least ten (10) days with respect to any monetary default and at least thirty (30) days with respect to any non-monetary default, to cure any default by Lessee under the Agreement; provided that in no event shall assignee be obligated to cure any such default. City consents to assignee accessing the Demised Premises and the Premises, upon three (3) days notice for the purpose of inspecting the Generating Facilities. B. Assignment and Subleasing by the City. None of the City's right, title and interest in, to and under this Agreement or any portion of the Generating Facilities may be assigned or encumbered by the City for any reason; except if the City obtains the prior written consent of the Lessee and an opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to both the City and the Lessee that such assignment will be permissible under the Bond and COP Ordinances.

12.05 BOND AND COP ORDINANCES

This Agreement is in all respects subject and subordinate to any and all City Bond and COP ordinances applicable to the Premises and Premises system and to any other Bond and COP ordinances which should amend, supplement or replace such Bond and COP ordinances. The parties to this Agreement acknowledge and agree that all property subject to this Agreement which was financed by the net proceeds of tax-exempt Bonds and COPs is owned by the City, and Lessee

agrees not to take any action that would impair, or omit to take any action required to confirm, the treatment of such property as owned by the City for purposes of Section 142(b) of the Internal Revenue Code of 1986, as amended. In particular, the Lessee agrees to make, and hereby makes, an irrevocable election (binding on itself and all successors in interest under this Agreement) not to claim depreciation or an investment credit with respect to any property subject to this Agreement which was financed by the net proceeds of tax-exempt Bond and COPs and shall execute such forms and take such other action as the City may request in order to implement such election.

12.06 FORCE MAJEURE

Neither party hereto shall be liable to the other for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Agreement due to causes beyond the control of that party, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its power to control, but in no event shall this paragraph be construed so as to allow Lessee to reduce or abate its obligation to pay the annual rent herein, or any other compensation due hereunder.

12.07 INCONVENIENCES DURING CONSTRUCTION

Lessee recognizes that from time to time during the Term of this Agreement, it may be necessary for City to commence or complete extensive programs of construction, expansion, relocation, maintenance and repair in order that the Premises and its facilities may be completed and operated in accordance with any present or future master layout plan, and that such construction, expansion, relocation, maintenance and repair may inconvenience the Lessee in its operation at the Premises. Lessee agrees that no liability shall attach to City, its officers, agents, employees, contractors, subcontractors and representatives by way of such inconveniences, and Lessee waives any right to claim damages or other consideration therefrom.

12.08 MASTER PLAN

Lessee agrees that no liability shall attach to the City, its officers, agents and employees by reason of any efforts or action toward implementation of any present or future master layout plan for the Premises, and waives any right to claim damages or other consideration arising therefrom.

12.09 NONDISCRIMINATION

In connection with the performance of work under this Agreement, Lessee agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability, and Lessee further agrees to insert the foregoing provision in all subcontracts hereunder.

12.10 NOT PARTNERSHIP

It is expressly understood and agreed that neither party shall be construed or held to be a partner, associate, agent, representative, or joint venturer of the other party in the conduct of its business. Lessee shall at all times have the status of an independent contractor without the right or authority to impose tort or contractual liability upon the City.

12.11 NOTICES

All notices required or permitted to be given to the City or Lessee hereunder shall be in writing and sent by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by facsimile or email (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this section)to: City: Manager of General Services

201 West Colfax Dept.____

Denver, Colorado 80202

with a copy to: Denver City Attorney’s Office Municipal Operations Section 201 West Colfax Dept. 1207

Denver, Colorado 80202

Lessee: ______________________ _______________________ _______________________ _______________________

Either party hereto may designate in writing from time to time the address of substitute or supplementary persons to receive such notices. The effective date of service of any such notice shall be the date such notice is mailed or delivered to Lessee or Manager.

12.12 PARAGRAPH HEADINGS

The paragraph headings herein are for convenience in reference only and are not intended to define or limit the scope of any provision of this Agreement.

12.13 PATENTS AND TRADEMARKS

Lessee represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under this Agreement. Lessee agrees to save and hold harmless the City, its officers, employees, agents and representatives from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Lessee under this Agreement.

12.14 SEVERABILITY

If any provision in this Agreement is held by a court to be invalid, the validity of other provisions herein which are severable shall be unaffected.

12.15 THIRD PARTIES

This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties (except parties to whom the Lessee may assign this Agreement in accordance with the terms hereof, and except any successor to the City) any right to claim damages or to bring any suit, action or other proceeding against either the City or the Lessee because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein.

12.16 USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS

Lessee, its officers, agents and employees shall cooperate and comply with the provisions of the Federal Drug-Free Workplace Act of 1988 and Denver Executive Order No. 94, or any successor thereto, concerning the use, possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate with implementation of the policy can result in the City's barring Lessee from City facilities or participating in City operations.

12.17 CITY SMOKING POLICY

Lessee and its officers, agents and employees shall cooperate and comply with the provisions of Denver Revised Municipal Code Sec. 24-304 prohibiting smoking in City buildings and facilities.

Lessee agrees that it will prohibit smoking by its employees and the public in the Demised Premises.

12.18 ENTIRE AGREEMENT;AMENDMENT

The parties acknowledge and agree that the provisions herein constitute the entire agreement and that all representations made by any officer, agent or employee of the respective parties unless included herein are null and void and of no effect. No alterations, amendments, changes or modifications, shall be valid unless executed by an instrument in writing by all the parties or their respective successors in interest with the same formality as this Agreement.

12.19 FINAL APPROVAL

This Agreement is expressly subject to and shall not be or become effective or binding on the City until approved by the City Council and fully executed by all signatories of the City and County of Denver.

12.20 ESTOPPEL CERTIFICATES

From time to time, upon written request by either party (or a Lender), the other party shall provide within thirty (30) days thereafter an estoppel certificate attesting, to the knowledge of the other party, of the other party’s compliance with the terms of this Agreement or detailing any known issues of noncompliance. If the other party fails to deliver such a statement to the requesting party within such thirty (30)-day period, then the requesting party may make an additional written demand for such statement and if the other party does not deliver the statement within fifteen (15) days following such additional written demand from the requesting party, then such failure shall constitute an event of default under this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

CITY ATTEST: CITY AND COUNTY OF DENVER By By STEPHANIE Y. O’MALLEY, Clerk and Recorder, Ex-Officio Clerk of the City and County of Denver

Mayor

APPROVED AS TO FORM RECOMMENDED AND APPROVED: DAVID R. FINE, Attorney for the City and County of Denver

By

Manager of _____________ By

__________________________________ By Director of _____________

Assistant City Attorney REGISTERED AND COUNTERSIGNED: By

By

Manager of Finance

Auditor Contract Control No.__________

THE CITY

ATTEST: By By Secretary Title LESSEE

THIS IS A SAMPLE AGREEMENT ACTUAL TERMS MAY VARY

29

J:\_BID2010\BD1351\BD1351.doc

EXHIBIT A DESCRIPTION OF PREMISES

EXHIBIT B CONSTRUCTION TERMS AND CONDITIONS

EXHIBIT C CONSENTS OF BOND COUNSEL

AND SPECIAL COUNSEL

EXHIBIT D PURCHASE PRICE SCHEDULE

SOLAR POWER PURCHASE AGREEMENT

THIS SOLAR POWER PURCHASE AGREEMENT (this “Agreement”), is made and entered into this ___ day of ______________, 2009 by and between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (“City,” “the City,” or “Purchaser”), and ___________, whose address is ______________, a _______________________company authorized to do business in the State of Colorado (“Power Provider”).

W I T N E S S E T H: WHEREAS, the City, in the exercise of its lawful authority, has constructed,

developed and equipped the facilities listed on Exhibit ___ ( “Sites”); [WHEREAS, the City as also shown on Exhibit __has entered into the _______

Bonds Series _______________, and Series _______________ bond transactions (“Bonds”) and Certificates of Participation ________________ (“COPs”) in respect of the some of the Sites];

WHEREAS, pursuant to the respective Bond and COP Ordinances, Ordinance No.__________, Series of ________, Ordinance No._____, Series of ___, and Ordinance No.__, Series of ______ and the tax exempt status of the Bonds and COPs, the Sites’ use is subject to regulation under the Internal Revenue Code. The parties agree therefore that this Power Purchase Agreement must be and has been approved by Bond Counsel for the Bond and by Special Counsel for the COPs];

WHEREAS, upon due consideration the City has determined that in the exercise of its lawful functions, and to serve better the Sites’ public use, it is desirable and appropriate that electricity grid-connected photovoltaic, solar power plants be developed, constructed, equipped and operated on the Sites and that such use is compatible and appropriate within the uses allowed for the Sites, in order to provide for sustainable energy on the Sites and for the benefit of the general public;

WHEREAS, Power Provider desires to install electricity grid-connected photovoltaic, solar power plants with a total generating capacity rated at approximately _____ kWp (the “Generating Facilities”) located at the Sites;

WHEREAS, the City has determined to lease to the Power Provider a portion of the Sites to construct, equip, and operate the Generating Facilities; and

WHEREAS, the City desires to purchase from Power Provider and Power Provider desires to sell to Purchaser the entire energy output of the Generating Facilities;

NOW, THEREFORE, in consideration of the promises and the mutual benefits from the covenants hereinafter set forth, Power Provider and the City agree as follows: 1. Line of Authority

The City’s Manager of General Services, his designee or successor in function (hereinafter referred to as the “Manager”) authorizes and directs all work performed under this Agreement. Until otherwise notified by the Manager, the City’s [Manager/Director] of ____________ is designated as the authorized representative of the Manager through whom Sites access and Sites management shall be directed and coordinated. Administrative reports, memoranda, correspondence and other submittals required of the Power Provider shall be processed in accordance with the Manager’s directions.

2. Definitions

(a) “Commercial Operation” means the condition existing when the Generating Facilities is (i) mechanically complete and operating as specified in Exhibit A, and (ii) energy is delivered through the Generating Facilities’ meter and to the Sites’ electrical system under an approved and executed Utility interconnection agreement.

(b) “Commercial Operation Date” means the date on which Power Provider notifies Purchaser in accordance with Section 3(c) that the Generating Facilities has achieved Commercial Operation.

(c) “Energy Delivery Point” means the energy delivery point within the Sites’ electrical system on Purchaser’s side of the Sites’ Utility meter, as designated in the Utility interconnection agreement described in Section 2(a).

(d) “Energy Output” means the total quantity of all actual net energy generated by the Generating Facilities (measured in kWhac) and delivered in accordance with Section 10 to the Energy Delivery Point, in any given period of time. Energy Output does not include the Environmental Incentives.

(e) “Environmental Attributes” means the characteristics of electric power generation at the Generating Facilities that have intrinsic value, separate and apart from the Energy Output, arising from the perceived environmental benefits of the Generating Facilities of the Energy Output, including but not limited to all environmental and other attributes that differentiate the Generating Facilities or the Energy Output from energy generated by fossil-fuel based generation units, fuels or resources, characteristics of the Generating Facilities that may result in the avoidance of environmental impacts on air, soil or water, such as the absence of emission of any oxides of nitrogen, sulfur or carbon or of mercury, or other gas or chemical, soot, particulate matter or other substances attributable to the Generating Facilities or the compliance of the Generating Facilities or the Energy Output with the law, rules and standards of the United Nations Framework Convention on Climate Change (the “UNFCCC”) or the Kyoto Protocol to the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency or successor administrator or any state or federal entity given jurisdiction over a program involving transferability of rights arising from Environmental Attributes and Reporting Rights.

(f) “Environmental Incentives” means all rights, credits (including tax credits), rebates, benefits, reductions, offsets, and allowances and entitlements of any kind, howsoever entitled or named (including carbon credits and allowances), whether arising under federal, state or local law, international treaty, trade association membership or the like, arising from the Environmental Attributes of the Generating Facilities or the Energy Output or otherwise from the development or installation of the Generating Facilities or the production, sale, purchase, consumption or use of the Energy Output. Without limiting the forgoing, “Environmental Incentives” includes green tags, renewable energy credits, tradable renewable certificates, portfolio energy credits (collectively,

“Solar Renewable Energy Credits” or “SRECs”), the right to apply for (and entitlement to receive) incentives under the Self-Generation Incentive Program, the Emerging Renewables Program or other incentive programs offered by the State of Colorado and the right to claim federal income tax credits under Sections 45 and/or 48 of the Internal Revenue Code.

(g) “EPC Provider” means the contractor selected by the Power Provider to construct the Generating Facilities.

(h) “Force Majeure” has the meaning given to it in Section 29.

(i) “Generating Facilities” means the electric power generation equipment, controls, meters, switches, connections, conduit, wires and other equipment connected to the Energy Delivery Point installed as a fixture on the Sites by Power Provider for the purposes of providing electric power to Purchaser under this Agreement, and which shall be owned solely by Power Provider throughout the term of the Lease.

(j) “kWp” means kilowatt rated power.

(k) “kWac” means kilowatt alternating current.

(l) “kWhac” means kilowatt-hour alternating current.

(m) “Lease” means the Lease Agreement between the City and the Power Provider of even date herewith. “Party” means Power Provider or City.

(n) “Parties” means Power Provider and Purchaser.

(o) “PUC” means the Public Utilities Commission of Colorado.

(p) “Reporting Rights” means the right of Power Provider to report to any federal, state, or local agency, authority or other party, including without limitation under Section 1605(b) of the Energy Policy Act of 1992 and provisions of the Energy Policy Act of 2005, or under any present or future domestic, international or foreign emissions trading program, that Power Provider owns the Environmental Attributes and the Environmental Incentives associated with the Energy Output.

(q) “Sites” means the Sites listed on Exhibit A.

(r) “Utility” means Public Service Company of Colorado, the electric distribution company responsible for electric energy transmission and distribution service at the Sites.

3. Installation and Operation of the Generating Facilities

(a) Power Provider shall install the Generating Facilities in accordance with the terms and conditions of the Lease, which, upon Commercial Operation, is targeted to have a combined generating capacity rating as shown in Exhibit A. Power Provider shall

provide Purchaser reasonable notice of the progress of the installation of the Generating Facilities and shall provide reasonable notice to Purchaser of the Commercial Operation Date. The parties recognize that the City may pursuant to the terms of the Lease and its general police powers inspect and coordinate installation.

(b) Power Provider shall be solely responsible for all costs and the performance of all tasks required for installation of the Generating Facilities. Promptly following the execution of this Agreement, Power Provider shall commence pre-installation activities relating to the Generating Facilities, which shall include, without limitation, the following:

(i) obtain financing for installation of the Generating Facilities, and Solar Renewable Energy Credits for operation of the Generating Facilities;

(ii) obtain all permits, contracts and agreements required for installation of the Generating Facilities;

(iii) obtain all necessary authority from the PUC or other regulatory entities for the operation of Generating Facilities and sale and delivery of Energy Output to Purchaser;

(iv) effect the execution of all agreements required for Utility interconnection of the Generating Facilities; and

(v) enter into contract(s) for installation of the Generating Facilities, subject to the terms of the Lease and any proposed financing.

(c) Power Provider shall (i) use commercially reasonable efforts to cause installation of the Generating Facilities to be completed and to cause the Generating Facilities to begin Commercial Operation on or before ______________, 20__; or (ii) on such date, notify Purchaser of the actual or estimated Commercial Operation Date. Successful completion of parts (i) - (v) of Section 3(b) shall be conditions precedent to Power Provider’s obligations to install and operate Generating Facilities and otherwise perform its obligations under this Agreement. If the activities contemplated in parts (i) - (v) of Section 3(b) are not completed by ______, 20__, either Party shall have the option, upon written notice, to terminate the Agreement. The City shall be reimbursed for construction expenses incurred for the Generating Facilities under this Agreement and the Lease, including any expenses for mounting hardware or other tenant finish in accordance with the Lease. Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and the term of this Agreement.

(d) Power Provider shall prevent activities associated with installation, operation and maintenance of the Generating Facilities from disrupting or interfering with Purchaser’s operation of the Sites.

(e) Power Provider shall be solely responsible for operation and maintenance of the Generating Facilities and shall, at all times during the term of this Agreement, maintain the Generating Facilities in good operating condition. Power Provider shall

bear all risk of loss with respect to the Generating Facilities, and shall have full responsibility for its operation and maintenance in compliance with all laws, regulations and governmental permits. In accordance with the Lease, Purchaser shall provide adequate and secure storage space at the Sites to store the spare parts inventory for the Generating Facilities for the term of this Agreement.

(f) The Power Provider and the Purchaser hereby agree and acknowledge that notwithstanding the Generating Facilities’ presence on the Sites, Purchaser shall have no ownership interest in the Generating Facilities and no responsibility for its operation or maintenance. Neither Purchaser, nor any party related thereto, shall have the right or be deemed to operate the Generating Facilities for purposes of Section 7701(e)(4)(A)(i) of the Internal Revenue Code.

(g) All property taxes related to the Generating Facilities shall be the responsibility of Power Provider.

(h) Power Provider shall provide all insurance coverage required by this Agreement and the Lease between the Parties.

(i) Notwithstanding any other provision of this Agreement, the effectiveness of this Agreement, including the obligations and responsibilities of the Parties, is contingent upon the arrangement and entering into of a Lease for the length of this Agreement between Purchaser and Power Provider. Notwithstanding the Generating Facilities’ presence on the Sites, except in the exercise of the City’s regulatory and police powers, Purchaser shall not cause or permit any interference with the Generating Facilities’ insolation and access to sunlight, as such access exists as of the effective date of this Agreement.

(j) Purchaser represents to Power Provider that there are no circumstances known to Purchaser and no commitments to third parties that may damage, impair, or otherwise adversely affect the Generating Facilities or its function by blocking sunlight to the Generating Facilities.

(k) The Parties share a common desire to generate favorable publicity regarding the Generating Facilities and their association with it. The Parties agree that they will, from time-to-time, issue press releases regarding the Generating Facilities and that they shall cooperate with each other in connection with the issuance of such releases. Each Party agrees that it shall not issue any press release regarding the Generating Facilities without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

(l) Power Provider shall use commercially reasonable efforts to maintain the area in the immediate vicinity of the Generating Facilities in a reasonably neat and clean condition. 4. Purchase and Sale of Power; Term

(a) Purchase and Sale. Beginning on the Commercial Operation Date, and continuing for the term of this Agreement, Purchaser shall purchase and accept delivery from Power Provider at the purchase price set forth in Section 4(b) below, and Power

Provider shall sell and deliver to Purchaser the entire Energy Output (in such amount of output as the Generating Facilities produces from time to time). Purchaser shall not resell any of the Energy Output except for any net-metering.

(b) Purchase Price. Purchaser shall pay Power Provider an amount equal to the Energy Output multiplied by the Purchase Price per kWhac (pursuant to Exhibit B). Such amount shall be paid in accordance with the terms of Section 11.

(c) Taxes. In the event that any taxes are assessed against the generation, sale, delivery or consumption of Energy Output, Purchaser shall pay for all such amounts due.

(d) Term.

i. Initial Term. The Initial Term of the Agreement is from the Commercial Operation Date through December 31, 2009.

ii. Renewal Terms. The City shall have the unilateral option to renew and extend the Term each year during the term of the Lease. If the renewal option is exercised, the Renewal Term shall be in one year increments. Such annual options to renew shall be exercised by the action, if any, of the City Council in appropriating funds for the payment of services for another year for the amounts set forth in Exhibit B hereof. If an appropriation and resulting encumbrance for this Agreement is not made for a future fiscal year, the City will be deemed to have thereby failed to exercise its option to renew this Agreement for such year, and this Agreement shall terminate on the expiration of the Term. It is expressly understood and agreed that if the City exercises its option to renew this Agreement, its obligation to make payments to the Power Provider shall only extend to monies appropriated by the Denver City Council, paid into the City Treasury, and encumbered for the purposes of this Agreement.

iii. Expiration. The purchase and sale obligation under Section 4(a) with respect to Energy Output from the Generating Facilities shall commence on the Commercial Operation Date and, assuming all annual renewal terms are exercised without a termination or default, shall expire at the time and date of expiration of the Lease (“Expiration Date”). Notwithstanding the foregoing sentence, subject to termination contemplated in Section 3(c) or following a default by a Party as described in Section 17, the term of this Agreement shall commence on the date first written above and expire at the Expiration Date.

(e) Early Termination by Power Provider. Power Provider shall have the right, but not the obligation, to terminate this Agreement prior to expiration of its term only upon the occurrence of:

(i) an unstayed order of a court or administrative agency having the effect of subjecting the sales of Energy Output to federal or state regulation of prices;

(ii) elimination or alteration of one or more Environmental Incentives or other change in law that results in a material adverse economic impact on Power Provider;

(iii) an annual level of direct beam solar resource availability that is less than or equal to 90% of historical averages as measured by long-term weather data

(minimum of five (5) years) collected at the Sites and/or other reliable calibrated and appropriate weather station representative of the Sites; or

(iv) the termination of a Lease prior to the Expiration Date for any reason other than Power Provider’s breach of the Site Leases. 5. Maximum Contract Payment Obligation

Any other provision of this Agreement notwithstanding, in no event shall the City’s payment obligation for the services provided hereunder be any amount in excess of the sum of ____ Million ______ Hundred Thousand Dollars ($___00,000) over the term of this Agreement, unless this Agreement is amended to increase such amount. 6. Contract Funding

The City has made an appropriation for the initial term of ________Dollars ($______,000.00) but is under no obligation to make any future encumbrances or appropriations for Renewal Terms under this Agreement nor is the City under any obligation to amend this Agreement to increase the Maximum Contract Liability stated above. It is expressly understood and agreed that the obligation of the City to make payments to the Power Provider shall only extend to monies appropriated by the Denver City Council, paid into the Treasury of the City and encumbered for the purposes of this Agreement. The Power Provider acknowledges that (i) the City does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and (ii) this Agreement is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City. 7. The Power Provider’s Project Manager

(a) The Power Provider shall provide a Project Manager who is trained, qualified and acceptable to the Manager. The Project Manager shall have full authority to act for the Power Provider at all times to carry out the provisions of this Agreement.

(b) The Project Manager shall make sufficient regular inspections, or otherwise as necessary, either in person or by a designated representative, to ensure the work is performed as specified. The Project Manager shall provide a copy of all inspection reports to the Manager.

(c) The Power Provider agrees that it shall obtain the approval of the Manager of the Power Provider’s proposed Project Manager. The Power Provider shall submit a resume of the proposed Project Manager, along with other information reasonably requested by the City, in order to obtain such approval.

8. Environmental Attributes

(a) Delegation of Attributes. Notwithstanding the Generating Facilities’ presence on the Sites, Power Provider shall own, and subject to paragraph 30 hereof, may assign or sell, all right, title and interest associated with or resulting from the development and installation of the Generating Facilities or the production, sale, purchase or use of the Energy Output including, without limitation:

(i) all Environmental Incentives and all Environmental Attributes; and

(ii) the Reporting Rights and the exclusive rights to claim that: (A) the Energy Output was generated by the Generating Facilities; (B) Power Provider is responsible for the delivery of the Energy Output to the Energy Delivery Point; (C) Power Provider is responsible for the reductions in emissions of pollution and greenhouse gases resulting from the generation of the Energy Output and the delivery thereof to the Energy Delivery Point; and (D) Power Provider is entitled to all credits, certificates, registrations, etc., evidencing or representing any of the foregoing.

(b) Impairment of Solar Renewable Energy Credits. Following notice by Power Provider of actions or omissions which could impair or jeopardize either the sale of SRECs to the Utility or the production of power hereunder, except in the exercise of the City’s regulatory and police powers, Purchaser shall not take any such action or suffer any such omission at the Sites. To the extent Purchaser is able to comply, Purchaser shall take reasonable action or suffer such omission as necessary to assist Power Provider in qualifying for receipt of SRECs payment. 9. Metering

(a) Power Provider shall install and maintain a standard revenue quality meter with electronic Data Acquisition System (“DAS”) capabilities at each of the Generating Facilities. The meter shall measure the alternating current output of each of the Generating Facilities on a continuous basis. Power Provider shall be responsible for maintaining the metering equipment in good working order and, if Purchaser so requests, for testing at Purchaser’s sole expense the same once per calendar year for each of the Generating Facilities and certifying the results of such testing to Purchaser. In the event of a failure of the electronic meter reading system and until such failure has been corrected, Power Provider shall be responsible for conducting monthly on-site readings of the standard electricity meter to determine the output of each specific Generating Facility delivered to Purchaser. Data retrieved from any such meter shall serve as the basis for invoicing Purchaser for all delivered energy.

(b) Power Provider shall maintain all DAS data and shall provide to Purchaser a report of the Sites’ individual metered energy, as read and collected on a monthly basis, once each month within fourteen (14) business days after the last day of the preceding month. Power Provider shall verify and adjust all DAS data at least once per calendar year based on readings from the foregoing standard meter. Subject to Section 9(a), such data, as verified and adjusted, shall serve as the basis for invoicing Purchaser for all delivered energy. Power Provider shall preserve all data compiled hereunder for a period not less than three years.

(c) Purchaser shall have the right to audit all such DAS data upon reasonable notice. Purchaser shall have a right of access to all meters at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. If the metering equipment is found to be inaccurate, it shall be corrected and past readings shall be promptly adjusted.

10. Delivery

(a) Title and risk of loss of the Energy Output shall pass from Power Provider to Purchaser upon delivery of the Energy Output at the Energy Delivery Point. All deliveries of Energy Output hereunder shall be in the form of three-phase, sixty-cycle alternating current or similar to properly integrate with each Sites’ electrical system. Purchaser shall purchase and accept delivery of metered Energy Output at the Energy Delivery Point.

(b) Power Provider shall ensure that all energy generated by the Generating Facilities conforms to Utility specifications for energy being generated and delivered to the Sites’ electric distribution systems, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of Utility testing and verification, and all related costs.

(c) Purchaser shall be responsible for arranging delivery of Energy Output from the Energy Delivery Point to Purchaser’s facilities and any installation and operation of equipment on Purchaser’s side of the Energy Delivery Points necessary for acceptance and use of the Energy Output. The Parties acknowledge that adjustments in the terms and conditions of this Agreement may be appropriate to account for rule changes in the respective Utility or Utility control areas, by the respective independent system operators, or their successors, that could not be anticipated at the date of execution of this Agreement or that are beyond the control of the Parties, and the Parties agree to make such commercially reasonable amendments as are reasonably required to comply therewith, subject to the approval of City Council with respect to Purchaser.

11. Invoices and Payment

Power Provider shall deliver to Purchaser monthly invoices, no later than 30 days after the last day of the month in which the charges were incurred, stating the Energy Output delivered to Purchaser during the preceding calendar year and calculating the purchase price therefor. The Power Purchaser’s annual invoice shall be in form satisfactory to the City. The Power Purchaser agrees that the Manager and the Manager of the Department of Finance may from time to time require changes to the format and content of the annual invoice to be submitted by the Power Purchaser. The City shall process all invoices for payment received from the Power Provider on a timely basis in accordance with the City’s Prompt Payment Ordinance, Section 20-107, et. seq. of the Denver Revised Municipal Code (“DRMC”). The Power Provider agrees that interest and late fees shall be payable by the City hereunder only to the extent authorized and provided for in the City’s Prompt Payment Ordinance. 12. Invoice Disputes

Either Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered or adjust any invoice for any arithmetic, computational or meter-related error within six (6) months of the date the invoice or adjustment to an invoice was rendered. In the event a Party disputes all or a portion of an invoice, or any other

claim or adjustment arises, that Party shall pay or the disputed and undisputed portion when due and provide the other Party notice of the dispute and the amount in dispute. In such event, the Parties shall first use good faith, reasonable, diligent efforts to resolve such dispute within a reasonable period of time not to exceed thirty (30) days from the date of such notice. If the Parties do not resolve such a dispute within such thirty (30) days, then such dispute, or any other disputes arising under or related to this Agreement, shall be resolved by administrative hearing which shall be conducted in accordance with the procedures set forth in Section 56-106(b), et seq., Revised Municipal Code of the City and County of Denver. The Parties hereto agree that the Manager of General Services’ determination resulting from said administrative hearing shall be final, subject only to the Power Provider’s right to appeal the determination under Colorado Rule of Civil Procedure, Rule 106. 13. Title to Generating Facilities and other Property Rights

(a) Notwithstanding the Generating Facilities’ presence on the Sites, Power Provider shall at all times retain title to and be the legal and beneficial owner of the Generating Facilities, and the Generating Facilities shall remain the property of Power Provider or Power Provider’s assigns. Power Provider shall be entitled to, and is hereby authorized to, file one or more precautionary financing statements or fixture filings in such jurisdictions as it deems appropriate with respect to the Generating Facilities in order to protect its rights in the Generating Facilities. Any precautionary financing statements shall not create a lien of any nature against the property of the City.

(b) The Parties specifically acknowledge and agree that Power Provider shall be the owner of the Generating Facilities for federal income tax purposes, and in that connection, shall be entitled to the depreciation deductions associated with the Generating Facilities as well as any tax credits or other tax benefits provided under the Code to which such Generating Facilities may be entitled.

(c) Nothing in this Agreement shall be construed to convey to Purchaser a license or other right to trademarks, copyrights, technology or other intellectual property of Power Provider.

14. Representations and Warranties

Each Party represents and warrants to the other Party that (a) such Party is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary company action; (c) this Agreement is a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); and (d) neither the execution and

delivery of this Agreement by such Party nor compliance by such Party with any of the terms and provisions of this Agreement conflicts with, breaches or contravenes the provisions of such Party’s organizational documents or any state statutes as applies to such Party. Power Provider further represents and warrants to the Purchaser that, to the best of its knowledge following due diligence inquiry, no governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Purchaser) is required in connection with the due authorization, execution and delivery of this Agreement by Power Provider or the performance by Power Provider of its obligations hereunder which Power Provider has reason to believe that it will be unable to obtain in due course. Purchaser represents and warrants to the Power Provider that to the Purchaser’s Department of General Services’ knowledge, except for building permits, bond counsel approval, and approval by the City Council, no governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Power Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Purchaser or the performance by Purchaser of its obligations hereunder which Purchaser has reason to believe that it will be unable to obtain in due course. 15. Covenants and Liens

Notwithstanding the Generating Facilities’ presence on the Sites, Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim on or with respect to the Generating Facilities or any interest therein. Purchaser also shall, to the extent an appropriation has been made, pay promptly before a fine or penalty may attach to the Generating Facilities any taxes, charges or fees of whatever type of any relevant governmental authority for which Purchaser is responsible. If Purchaser breaches its obligations under this Section, it shall immediately notify Power Provider in writing, shall promptly cause such liens to be discharged and released of record without cost to Power Provider. 16. Colorado Governmental Immunity Act: In relation to the Agreement, the City is relying upon and has not waived the monetary limitations and all other rights, immunities and protection provided by the Colorado Governmental Act, C.R.S. § 24-10-101, et seq. 17. Insurance:

a. General Conditions: At or before the time of execution of the Agreement, the Power Provider shall secure the following insurance covering all operations, goods or services provided pursuant to the Agreement. Power Provider shall keep the required insurance coverage in force at all times during the Term of the Agreement, or any extension, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance must be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as “A”VIII or better. Each policy must contain a valid provision or endorsement stating “Should any of the above-described policies be canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Denver Risk Administrator (the “Administrator”), 201 West Colfax Avenue, Dept. 1105, Denver, Colorado 80202 by certified mail, return receipt requested. Written notice must be sent

thirty (30) days before cancellation or reduction unless due to non-payment of premiums for which notice must be sent ten (10) days prior.” If any policy is in excess of a deductible or self-insured retention, the Power Provider must notify the City of this. The Power Provider is responsible for the payment of any deductible or self-insured retention. The City reserves the right to require the Power Provider to provide a bond, at no cost to the City, in the amount of the deductible or self-insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Power Provider. The Power Provider shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement.

b. Proof of Insurance: Power Provider shall provide a copy of the Agreement to its insurance agent or broker. Power Provider further agrees to have its agent or broker provide proof of Power Provider’s required insurance by an ACORD certificate of insurance or other acceptable proof of insurance attached hereto as Exhibit __. The City reserves the right to require the Power Provider to provide a certificate of insurance, a policy, or other proof of insurance as required by the Administrator in his sole discretion.

c. Additional Insureds: For general liability, Power Provider’s insurer shall name the City as an additional insured.

d. Waiver of Subrogation: For all coverages, Power Provider’s insurer shall waive subrogation rights against the City.

e. Sub-consultants: All sub-consultants, subcontractors, independent contractors, suppliers, and other entities providing goods or services under the Agreement are subject to all the insurance coverages required of Power Provider under the agreement. Power Provider shall include all sub-consultants, subcontractors, independent contractors, suppliers or other entities as insureds under its policies or shall ensure that these entities maintain the coverages required by the Agreement. Power Provider shall provide proof of insurance for all sub-consultants, subcontractors, independent contractors, suppliers or other entities upon request by the City.

f. Workers’ Compensation/Employer’s Liability Insurance: Power Provider shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance with limits of $100,000 for each bodily injury occurrence claim, $100,000 for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. Power Provider warrants that none of the Power Provider’s officers or employees who may be eligible under any statute or law to reject Workers’ Compensation Insurance shall effect a rejection thereof during the Term of the Agreement, and that any rejections previously effected, have been revoked as of the date Power Provider executes the Agreement.

g. General Liability: Power Provider shall maintain limits of $1,000,000 for each occurrence claim, $1,000,000 for each personal and advertising injury claim,

$2,000,000 products and completed operations for each occurrence, and $2,000,000 policy aggregate.

h. Automobile Liability: Power Provider shall maintain limits of $1,000,000 for combined single limit applicable to all vehicles operating on City property and elsewhere which includes auto pollution liability coverage for any vehicle hauling cargo containing pollutants or contaminants.

i. Professional Liability: Power Provider shall require the EPC Provider to maintain limits of $1,000,000 for each claim, and $1,000,000 aggregate limit for all claims.

j. Additional Provisions:

(1) For general liability the policy must provide the following:

(A) Unlimited defense costs in excess of policy limits;

(B) Contractual liability covering the indemnification provisions of the Agreement;

(C) A severability of interests provision;

(D) Waiver of exclusion for lawsuits by one insured against another;

(E) A provision that coverage is primary; and

(F) A provision that coverage is non-contributory with other coverage or self-insurance provided by the City.

(2) For general liability, if the policy is a claims-made policy, then the retroactive date must be on or before the contract date or the first date when any goods or services were provided to the City, whichever is earlier.

18. Indemnification: a. The Power Provider shall indemnify, defend and hold harmless the City,

including its elected and appointed officials, employees and agents, against (1) any and all damages, including loss of use, to property, including City property; (2) injuries to or death of any person or persons (including officers, agents and employees of the City); and (3) any and all claims, demands, suits, causes of action, liabilities, fines, penalties, costs, expenses, or proceedings of any kind or nature, including workers' compensation claims, of or by anyone, regardless of the legal theory(ies) upon which premised, in any way resulting from, relating to, or arising out of, directly or indirectly, the acts or omissions of the Power Provider or those performing under it in connection with its operations or performance under the Agreement or its use or occupancy of real or use

of personal property hereunder, including acts or omissions of affiliates, agents, officers, employees, contractors, representatives, invitees, or licensees of the Power Provider or its sub-consultants, subcontractors, or other entities performing under it in connection with its operations or performance under the Agreement. The Power Provider’s indemnity obligation does not apply to liability or damages proximately caused by the sole negligence of the City’s officers, agents and employees.

b. The indemnity obligation covers the City’s defense costs should the City, in its sole discretion elect to provide its own defense. The City retains the right to approve counsel, if any, selected by the Power Provider to fulfill the foregoing indemnity obligation, which right of approval will not be unreasonably withheld.

c. The indemnity obligation includes litigation fees and expenses, including court filing fees, court costs, arbitration fees or costs, witness fees, and all other fees and costs of investigating and defending or asserting any claim for indemnification under the Agreement, including in each case, attorneys’ fees, other professionals’ fees and disbursements.

d. Insurance coverage requirements specified in the Agreement in no way lessen or limit the liability of the Power Provider under the terms of this indemnification obligation. The Power Provider shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection in the performance of the Agreement.

19. Taxes, Charges And Penalties: The City is not liable for the payment of taxes, late charges or penalties of any nature, except for any additional amounts that the City may be required to pay under the City’s prompt payment ordinance D.R.M.C. § 20-107, et seq. The Power Provider shall promptly pay when due, all taxes, bills, debts and obligations it incurs performing the services under the Agreement and shall not allow any lien, mortgage, judgment or execution to be filed against City property, including to land, facilities, improvements, or equipment belong to the City. 20. Conflict Of Interest:

a. No employee of the City shall have any personal or beneficial interest in the services or property described in the Agreement; and the Power Provider shall not hire, or contract for services with, any employee or officer of the City that would be in violation of the City’s Code of Ethics, D.R.M.C. §2-51, et seq. or the Charter §§ 1.2.8, 1.2.9, and 1.2.12.

b. The Power Provider shall not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. The Power Provider represents that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Power Provider by placing the Power Provider’s own interests, or the interests of any party with whom the Power Provider has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, will determine the existence of a conflict of interest and may terminate the Agreement in the event it determines a conflict exists, after it has given the Power Provider written notice describing the conflict.

21. Disputes: Except for invoice related disputes which shall be governed by section 12 of the Agreement, all other disputes between the City and Power Provider regarding the Agreement will be resolved by administrative hearing pursuant to the procedure established by D.R.M.C. § 56-106(b), et seq. For the purposes of that procedure, the City official rendering a final determination shall be the Manager. 22. No Discrimination In Employment: In connection with the performance of work under the Agreement, the Power Provider may not refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender variance, marital status, or physical or mental disability. The Power Provider shall insert the foregoing provision in all subcontracts hereunder. 23. Compliance With All Laws: Power Provider shall perform or cause to be performed all services in full compliance with all applicable laws, rules, regulations and codes of the United States and State of Colorado and with the Charter, ordinances, rules, regulations and Executive Orders of the City and County of Denver. 24. Loss If any of the Generating Facilities is (i) materially damaged or destroyed, or suffers any other material loss or (ii) condemned, confiscated or otherwise taken, in whole or in material part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the continued production of energy, to the extent there are sufficient insurance or condemnation proceeds available to Power Provider, Power Provider shall either cause (A) the Generating Facility to be rebuilt and placed in Commercial Operation at the earliest practical date or (B) another materially identical Generating Facility to be built on another City owned site in the proximate area of the Site of the damaged or destroyed Generating Facility and placed in Commercial Operation as soon as commercially practicable. 25. Default and Remedies

(a) Event of Default. With respect to a Party, there shall be an event of default if:

(i) such Party fails to pay any amount within thirty (30) days after such amount is due, or as otherwise provided by the City’s Prompt Payment Ordinance;

(ii) except as otherwise set forth in this Section 17(a), such Party is in breach of any representation or warranty set forth herein or fails to perform any material obligation set forth in this Agreement and such breach or failure is not cured within sixty (60) days after notice from the non-defaulting Party; provided, however, that the cure period shall be extended by the number of days during which the defaulting Party is prevented from taking curative action solely by Force Majeure if the defaulting Party had begun curative action and was proceeding diligently, using commercially reasonable efforts, to complete such curative action;

(iii) such Party admits in writing its inability to pay its debts generally as they become due;

(iv) such Party files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof;

(v) such Party makes an assignment for the benefit of creditors;

(vi) such Party consents to the appointment of a receiver of the whole or any substantial part of its assets;

(vii) such Party has a petition in bankruptcy filed against it, and such petition is not dismissed within 90 days after the filing thereof;

(viii) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of such Party’s assets, and such order, judgment or decree is not vacated or set aside or stayed within 90 days from the date of entry thereof;

(ix) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of such Party’s assets and such custody or control is not terminated or stayed within 90 days from the date of assumption of such custody or control; or

(x) Purchaser or Power Provider materially breaches the Lease.

(b) Remedies. Upon default by one Party, the other Party shall have the right, but not the obligation, to terminate or suspend this Agreement with respect to all obligations arising after the effective date of such termination or suspension (other than payment obligations relating to obligations arising prior to such termination or suspension). The Parties agree that in the event of a default under this contract that leads to termination, the non-defaulting Party may pursue all remedies available to it in law and in equity.

(c) No Waiver. Any waiver at any time by either Party of its rights with respect to an event of default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any subsequent default or other matter. Any waiver under this Agreement must be in writing signed by the waiving Party.

(d) Notwithstanding any provision to the contrary under this Agreement, neither Purchaser nor any party related to Purchaser shall bear or be deemed to bear any significant financial burden if there is nonperformance by Power Provider under this agreement, as the phrase “any significant financial burden if there is nonperformance” is used in Section 7701(e)(4)(A)(ii) of the Internal Revenue Code.

(e) Notwithstanding any provision to the contrary under this Agreement, neither Purchaser nor any party related to Purchaser shall be deemed to receive any significant financial benefit if the operating costs of the Generating Facilities are less than the standard of performance and/or operation set forth in this Agreement, as the phrase “significant financial benefit if the operating costs of [the Generating Facilities]

are less than the standards of performance or operation” is used in Section 7701(e)(4)(A)(iii) of the Internal Revenue Code. 26. Governing Law; Venue: The Agreement will be construed and enforced in accordance with applicable federal law, the laws of the State of Colorado, the Charter and Revised Municipal Code of the City and County of Denver, and the ordinances, regulations and Executive Orders enacted or promulgated pursuant to the Charter and Code. The Charter, Revised Municipal Code and Executive Orders of the City and County of Denver are expressly incorporated into the Agreement. Venue for any legal action relating to the Agreement will be in the District Court of the State of Colorado Second Judicial District. 27. Inspection of Records

(a) The City and the Auditor of the City or any of his duly authorized representatives, until the expiration of three years after the final payment under this Agreement, shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Power Provider which are related to Work performed under this Agreement without regard to whether the Work was paid for in whole or in part with federal funds or was otherwise related to a federal grant program.

(b) In addition to the foregoing, Each Party hereto shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Each Party shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 28. Termination:

a. The City has the right to terminate the Agreement with cause upon written notice effective immediately, and without cause upon twenty (20) days prior written notice to the Power Provider. However, nothing herein shall be construed as giving the Power Provider the right to perform services under the Agreement beyond the time when the written termination notice is sent to the Power Provider.

b. Either Party may terminate the Agreement if the other Party or any of such Party’s officers or employees are convicted, plead nolo contendere, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kick backs, collusive bidding, bid-rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar nature in connection with such Party’s business. Termination for the reasons stated in this paragraph is effective upon receipt of notice.

c. If the Agreement is terminated without cause the Power Provider will be compensated for work requested and satisfactorily performed and for energy satisfactorily provided. Upon termination of the Agreement by the City, with or without cause, the Power Provider will not have any claim against the City by reason of, or arising out of, incidental or relating to termination, except for compensation for work requested and satisfactorily performed as described in the Agreement.

d. If the Agreement is terminated, the Power Provider shall remove all of its equipment at the Generating Facilities and restore the Sites as required by the Lease. The Power Provider shall deliver all documents in any form that were prepared under the Agreement and all other items, materials and documents that have been paid for by

the City to the City. These documents and materials are the property of the City. The Power Provider shall mark all copies of work product that are incomplete at the time of termination “DRAFT-INCOMPLETE”.

29. Assignment (a) Neither Party shall assign this Agreement or any of its rights hereunder

without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may upon written notice, without the need for consent from the other Party (and without relieving itself from liability hereunder), (i) transfer, pledge or assign this Agreement as security for any financing or to an affiliated special purpose entity created for the financing or tax credit purposes related to Generating Facilities; (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party, provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof; (iii) assign its rights under this Agreement to a successor entity in a merger or acquisition transaction, provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof; or (iv) transfer or assign this Agreement to one or more affiliates, provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof. Notwithstanding, and in addition to, the foregoing, Purchaser may not assign this Agreement to an entity with a Credit Rating lower than that of Purchaser at the time without the following matching credit support provisions, as implemented by Purchaser.

If at any time Power Provider has a concern about Purchaser’s obligations hereunder, including its ability to pay, Power Provider shall require Purchaser to provide Performance Assurance (as defined below) within ten (10) days of receipt of notice from Power Provider that such Performance Assurance will be required. “Performance Assurance” shall mean collateral in the form of either cash or letter(s) of credit for six (6) months of payment, or other security reasonably acceptable to Power Provider; however, any Performance Assurance which requires a payment by the City is subject to appropriation. “Credit Rating” shall mean, with respect to an entity on any date of determination, the respective rating then assigned to its unsecured and senior long-term debt or deposit obligations (not supported by third-party credit enhancement) by Standard & Poor’s Ratings Services (a division of McGraw-Hill), Moody’s Investors Service, Inc., or their respective successors.

(b) With respect to a transfer, pledge or assignment by Power Provider pursuant to clause (i) in the second sentence of Section 24(a), Purchaser and Power Provider acknowledge and agree that, upon receipt of written notice and direction by any financing-transaction assignee (“Lender”) of Power Provider that Power Provider is in default under its financing agreements with Lender, and notwithstanding any instructions to the contrary by Power Provider, Purchaser, as directed in writing by Lender, will recognize such Lender, or any third party to whom such Lender has reassigned the rights of Power Provider under this Agreement, as the proper and lawful provider of power under this Agreement and fully entitled to receive payments with respect thereto so long as such Lender (or its assignee) performs the obligations of Power Provider hereunder. Purchaser shall be protected and shall incur no liability in acting or proceeding in good faith upon any such foregoing written notice and direction

by Lender which Purchaser shall in good faith believe (a) to be genuine and (b) a copy of which shall have been delivered to Power Provider. Purchaser shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements.

(c) Purchaser agrees to notify Lender in writing, at the address to be designated by Lender upon not less than five (5) business days’ written notice to Purchaser prior to any notice by Purchaser hereunder, of any act or event of default of Power Provider under the Agreement of which Purchaser has knowledge that would entitle Purchaser to cancel, terminate, annul, or modify the Agreement or otherwise proceed with enforcement remedies against Power Provider, and Lender shall have the same amount of time as Power Provider, but at least ten (10) days with respect to any monetary default and at least thirty (30) days with respect to any non-monetary default, to cure any default by Power Provider under the Agreement; provided that in no event shall Lender be obligated to cure any such default.

30. No Third Party Beneficiaries It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the City and the Power Provider, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person on such Agreement. It is the express intention of the City and the Power Provider that any person other than the City or the Power Provider receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

31. Independent Contractor: Power Provider shall at all times have the status of an independent contractor without the right or authority to impose tort or contractual liability upon the City. Nothing in this Agreement shall be construed to mean or imply that Power Provider is a partner, joint venturer, agent or representative of the City. Neither the City nor Power Provider shall represent to others that one Party is a partner, joint venturer, agent or representative of, or otherwise associated with, the other Party. The Power Provider lacks any authority to bind the City on any contractual matters. Final approval of all contractual matters that purport to obligate the City must be executed by the City in accordance with the City’s Charter and the D.R.M.C. 32. Notices All notices required to be given to the City or Power Provider hereunder shall be in writing and sent by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally to:

City: Manager of General Services c/o Utilities Division 201 West Colfax, Dept1106 Denver, Colorado 80202

With a copy to: Denver City Attorney’s Office

Municipal Operations Section 201 West Colfax, Dept. 1207

Denver , Colorado 80202

Power Provider: ______________________ _______________________ ______________________ ______________________

Either Party hereto may designate in writing from time to time the address of substitute or supplementary persons to receive such notices. The effective date of service of any such notice shall be three days after the date such notice is mailed to Power Provider or Manager. 33. Final Approval This Agreement is expressly subject to and shall not be or become effective or binding on either Party until it is approved by Denver’s City Council and fully executed by all signatories hereto, including all signatories of the City and County of Denver. 34. Force Majeure Power Provider shall not be liable to Purchaser for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Agreement to the extent such failure, delay or interruption is due to causes which were not reasonably foreseeable and are beyond the control of Power Provider, including without limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which Power Provider is not responsible or which is not in its power to control. 35. Set-Off Except as otherwise set forth herein, each Party reserves to itself all rights, set-offs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement or arising out of any other contractual arrangements between the Parties. All outstanding obligations to make, and rights to receive, payment under this Agreement may be offset against each other. 36. Binding Effect

The terms and provisions of this Agreement, and the respective rights and obligations hereunder of each Party, shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. 37. Amendments No modification of this Agreement shall be effective except by written amendment executed by the Parties; provided, however, if Purchaser has been notified that Power Provider has assigned any of its rights, duties or obligations under this Agreement to a Lender, then the prior written consent of Lender is required as well. 38. Counterparts Any number of counterparts of this Agreement may be executed and each shall have the same force and effect as the original. 39. Other Agreements This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any other prior agreements, written or oral,

between the Parties concerning such subject matter (other than the Lease and the Utility interconnection agreement referred to in Section 2(a) above). In the event of an irreconcilable conflict between a provision of this Agreement and a provision of the Lease, such that it is impossible to give effect to both, the Lease shall control to resolve such conflict. 40. Severability Should any provision of this Agreement for any reason be declared invalid or unenforceable by final and non-appealable order of any court or regulatory body having jurisdiction, such decision shall not affect the validity of the remaining portions, and the remaining portions shall remain in full force and effect as if this Agreement had been executed without the invalid portion. 41. Survival Any provision(s) of this Agreement that expressly or by implication comes into or remains in full force following the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. 42. Legal Effect of Contract

(a) The Parties acknowledge and agree that the transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code.

(b) The Parties acknowledge and agree that, for accounting or tax purposes, this Agreement is not and shall not be construed as a capital lease and, pursuant to Section 7701(e)(3) of the Internal Revenue Code, this Agreement is and shall be deemed to be a service contract with respect to the sale to the Purchaser of electric energy produced at an alternative energy facility. 43. Cooperation Upon the receipt of a written request from the other Party and without further consideration, each Party shall provide materials, information, assurances and take such additional actions as are reasonably necessary and desirable to carry out the terms and intent hereof. Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this section. Without limiting the foregoing, the Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of both of them will be required.

44. Waiver The waiver by either Party of any breach of any term, condition, or provision herein contained shall not be deemed to be a waiver of such term, condition, or provision, or any subsequent breach of the same, or any other term, condition, or provision contained herein. Remainder of page left intentionally blank.

IN WITNESS WHEREOF, the parties hereto have executed this Solar Power Purchase Agreement as of the day and year first above written. ATTEST: ___________________________________ STEPHANE Y. O’MALLEY, Clerk and Recorder, Ex-officio Clerk of the City and County of Denver APPROVED AS TO FORM: DAVID R. FINE, Attorney for the City and County of Denver By_________________________________ Assistant City Attorney

CITY AND COUNTY OF DENVER By___________________________________ Mayor RECOMMENDED AND APPROVED: By___________________________________ Manager of General Services By___________________________________ Director of ______________ REGISTERED AND COUNTERSIGNED: By___________________________________ Manager of Finance By___________________________________ Auditor Contract Control No. ____________ “CITY” or “PURCHASER” _________________________ a _________________ company By:__________________________________ Title: ___________________________ “POWER PROVIDER”

Exhibit A Description of Generating Facilities, Locations and Financing Status

Exhibit B Estimated Annual Production for First Year

Purchaser PV Projects

Location Size Est. Annual 1st Year Production

Type Number and Type of Module

Denver, Colorado ________ kWp

______ kWh ________

Exhibit C Purchase Price

Year of Contract

Rate Price increase over

prior year 1 $0.0_ 0% 2 $0.0_ 0% 3 $0.0_ 0% 4 $0.0_ 0% 5 $0.0__ 0% 6 $0.___ __% 7 $0.___ __% 8 $0.___ __% 9 $0.___ __%

10 $0.___ __% 11 $0.___ __% 12 $0.___ __% 13 $0.___ __% 14 $0.___ __% 15 $0.___ __% 16 $0.___ __% 17 $0.___ __% 18 $0.___ __% 19 $0.___ __% 20 $0.___ __% 21 $0.___ __% 22 $0.___ __% 23 $0.___ __% 24 $0.___ __% 25 $0.___ __%

Expiration This table can be broken out on a per Site basis also.

CITY & COUNTY OF DENVER PREVAILING WAGE ORDINANCE INFORMATION

PREVAILING WAGES

Any contract in the amount of two thousand dollars ($2,000.00) or more arising out of this proposal shall be subject to the following provisions concerning prevailing wages.

a. The minimum wages to be paid for every class of labor, mechanics and worker shall be not less

than the scale of wages from time to time determined to be the prevailing wages.

b. The Vendor or his/her subcontractor shall pay mechanics, laborers and workers employed directly upon the site of the work the full amounts accrued at time of payment, computed at wage rates not less than those stated or referenced in the specifications, and any addenda thereto, on the actual date of proposal opening, or in effect on the date of grant of permit for performance of such work under D.R.M.C. Section 49-171 et seq., or on the date of the written Purchase Order for contracts let by informal procedure under D.R.M.C. Section 20-63(b), regardless of any contractual relationship which may be alleged to exist between the vendor or subcontractor and such laborers, mechanics and workers.

c. The vendor and subcontractors to pay all workers, mechanics and other laborers at least once a week the full amounts of wages accrued at the time of payment except that the vendor and subcontractor shall make such payments to non-construction workers such as janitorial or custodial workers at least twice per month.

d. The vendor shall post in a prominent and easily accessible place at the site of the work the scale of wages to be paid by the vendor and all subcontractors working under the vendor.

e. If the vendor or any subcontractor shall fail to pay such wages as are required by the contract, the Auditor shall not approve any warrant or demand for payment to the vendor until the vendor furnishes the Auditor evidence satisfactory to the Auditor that such wages so required by the contract have been paid.

f. The vendor shall furnish to the Auditor each week during which work is in progress under the contract, a true and correct copy of the payroll records of all workers, laborers and mechanics employed under the contract, either by the vendor or subcontractors.

g. The copy of the payroll record shall be accompanied by a sworn statement of the vendor that the copy is a true and correct copy of the payroll records of all mechanics, laborers or other workers working under the contract either for the vendor or subcontractors, that payments were made to the workers, laborers and mechanics as set forth in the payroll records, that no deductions were made other than those set forth in such records, and that all workers, mechanics and other laborers employed on work under the contract, either by the vendor or by any subcontractor, have been paid the prevailing wages as set forth in the contract specifications.

h. If any laborer, worker or mechanic employed by the vendor or any subcontractor under the contract has been or is being paid a rate of wages less than the rate of wages required by the contract to be paid as aforesaid, the City may, by written notice to the vendor, suspend or terminate the vendor's right to proceed with the work, or such part of the work as to which there has been a failure to pay the required wages, and in the event of termination may prosecute the work to completion by contract or otherwise, and the vendor and any sureties shall be liable to the City for any excess costs occasioned the City thereby.

Information as to forms and other requirements concerning prevailing wages may be obtained from the City Auditor's office, Prevailing Wage Section, 201 West Colfax, Denver, CO 80202, telephone 720-913-5009.

DENVER PUBLIC SCHOOLS VENDOR INFORMATION FORM

The following information is required when submitting a response to this soliciation. Please complete ALL areas. Mark N/A for those which are not applicable. Type or print legibly, all responses. 1. a. LEGAL NAME OF FIRM:________________________________________________________

b. DBA OR BUSINESS NAME (IF DIFFERENT)________________________________________________________________ 2. ADDRESS OF FIRM (WHERE PURCHASE ORDERS SHOULD BE SENT): a. STREET ADDRESS:_____________________________________________________________

b. CITY:____________________________STATE:______________ZIP:_____________________

c. ALTERNATE ADDRESS:______YES _____NO If yes, attach separate sheet with information. (Address used for returns, etc., if different from #2 and #3.)

3. PAY OR REMIT ADDRESS:

a. LEGAL NAME OF FIRM:________________________________________________________

b. STREET ADDRESS:_____________________________________________________________

c. CITY:______________________________________STATE:_________ ZIP:_______________

d. PAYMENT TERMS (e.g., 2%10, net 30, etc.)_______________________________

4. FIRM TELEPHONE NUMBER: (____) ______________________________

TOLL FREE NUMBER: (800 ) ______________________________

FAX NUMBER (____) ______________________________

EMAIL:______________________________________________________

5. a. FIRM’S FEDERAL IDENTIFICATION NUMBER:____________________________________

b. SELF-EMPLOYED VENDORS ARE REQUIRED TO SUBMIT THE FEDERAL IRS W-9 FORM. c. Please provide a brief description of the types of goods and/or services you offier. ______________________________________________________________________________ ______________________________________________________________________________ I affirm, under penalty of perjury, that I am authorized to submit this information on behalf of (name of firm)__________________________________________________________ and that the information contained herein is true and correct to the best of my knowledge and belief. Name:_________________________________________________________________________ Title:________________________________________________________________________ Signature:_________________________________________________Date_______________

No employee of Denver Public Schools shall realize, directly or indirectly, any significant personal material or monetary gain as a result of his/her association with the vendor or have a material financial interest in any contract or subcontract between the vendor and DPS.

The District has a VISA Procurement Card Program. Will your company accept the District’s Visa? Yes ________ No _________

Diverse Business Certification Form

In order to be classified as a Business Diversity vendor with the Denver Public Schools, vendor must attach a copy of its applicable certification. Check the box (select one) which pertains to your enterprise.

Disadvantaged Business Enterprise Small Business Enterprise 8A Certified Service Disabled Veteran Emerging Small Business Enterprise Veteran Owned Woman owned and controlled (WBE)

Owner(s) name(s)

Percent of ownership

Male/ Female

Title/ Position

__________________________________________ __________ __________ ______________________________ __________________________________________

__________ __________ ______________________________

Ethnicity of Business - check the box(s) which are applicable (if any).

African American Native American Asian American Hispanic

Legal Name of Company: ______________________________________________________ DBA: ______________________________________________________________________

Fax: ___________________

Address: ________________________ City/State: ________________________ Zip: ____________________ Contact Person: ___________________ Title: _____________________________ Phone: _________________ Authorized Representative’s Signature: ___________________________________________ Phone: _________________ Printed Name: ___________________________ Title: _____________________________ Date: ___________________ Email Address: ___________________________ If you are a certified diverse business and would like your company name to appear in the Denver Public School’s Diverse Business Directory, please check the box below.

Yes, please add my company’s name to the directory. If a copy of your applicable certification is not enclosed, we cannot add your company to the directory. Please provide a brief description of the types of goods and/or services you offer: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ For assistance please contact the DPS Business Diversity Outreach Program (BDOP) Manager, Sharon Gonzales, at 720-423-4188.