Attachment 4.pdf

ATTACHMENT 4 DRAFT POWER PURCHASE

AGREEMENT

ATTACHMENT 4 – DRAFT POWER PURCHASE AGREEMENT

CONFIDENTIAL AND PROPRIETARY

SOLAR POWER PURCHASE AGREEMENT

Between

University of Maryland, College Park

And

XXXXX, Inc.

dated as of

_________________, 2026

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

ARTICLE 2 TERM AND TERMINATION

ARTICLE 3 CONDITIONS PRECEDENT

ARTICLE 4 SYSTEM INSTALLATION, TESTING AND OPERATIONS

ARTICLE 5 SALE OF ENERGY

ARTICLE 6 PRICE AND PAYMENT

ARTICLE 7 GENERAL COVENANTS

ARTICLE 8 WARRANTIES

ARTICLE 9 TAXES AND GOVERNMENTAL FEES

ARTICLE 10 FORCE MAJEURE

ARTICLE 11 EVENTS OF DEFAULT; REMEDIES

ARTICLE 12 DISPUTE RESOLUTION

ARTICLE 13 INTENTIONALLY DELETED

ARTICLE 14 ASSIGNMENT

ARTICLE 15 SECURITY REQUIREMENTS

ARTICLE 16 NOTICES

ARTICLE 17 CONFIDENTIALITY

ARTICLE 18 INDEMNITY

ARTICLE 19 INSURANCE

ARTICLE 20 MISCELLANEOUS

ATTACHMENT 1 – SITE DESCRIPTION

ATTACHMENT 2 – SYSTEM DESCRIPTION

ATTACHMENT 3 – ENERGY PAYMENT RATE

ATTACHMENT 4 – EXPECTED ENERGY PRODUCTION

ATTACHMENT 5 – EMERGENCY CONTACT INFORMATION

ATTACHMENT 6 – DISPUTE RESOLUTION

ATTACHMENT 7 – GUARANTY

SOLAR POWER PURCHASE AGREEMENT

This Solar Power Purchase Agreement (“Agreement”) is made and entered into as of this ______ day of _________, 2026 (the “Effective Date”), between, _________________ (“Provider”), and, ________________ (“Host”; and, together with Provider, each, a “Party” and together, the “Parties”).

WITNESSETH:

WHEREAS, Host either leases or owns, directly or indirectly, the Premises (as hereafter defined);

WHEREAS, Host desires that Provider install and operate a solar photovoltaic system at the Premises for the purpose of providing Solar Services (as hereafter defined), and Provider is willing to undertake to do the same;

WHEREAS, Provider desires to sell, and Host desires to purchase, such Solar Services at the Premises, pursuant to the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS.

1.1 Definitions. In addition to other terms specifically defined elsewhere in this Agreement, where capitalized, the following words and phrases shall be defined as follows:

“Actual Monthly Production” means the amount of Energy recorded by Provider’s metering equipment during each calendar month of the Term, pursuant to Section 4.5.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” and its derivatives mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise. “Control” may be deemed to exist notwithstanding that a Person owns or holds, directly or indirectly, less than 50% of the beneficial equity interest in another Person.

“Agreement” means this Solar Power Purchase Agreement, including the preamble and the Attachments attached hereto which are integral parts hereof and incorporated herein by reference.

“Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.

“Assignment” has the meaning set forth in Section 14.1.

“Business Day” means any day other than Saturday, Sunday or any other day on which banking institutions in New York, New York are required or authorized by Applicable Law to be closed for business.

“COMAR” refers to Code of Maryland Regulations.

“Completion Notice” has the meaning set forth in Section 4.2(b).

“Confidential Information” has the meaning set forth in Section 17.1.

“Contract” has the meaning set forth in Section 1.3.

“Contract Price” has the meaning set forth in Section 6.1.

“Credit Rating” means, with respect to any Person, the rating then assigned to such Person's unsecured, senior long-term debt obligations (not supported by third party credit enhancements) by a Rating Agency.

“Defaulting Party” has the meaning set forth in Section 11.1.

“Delay Damages” has the meaning set forth in Section 11.7.

“Delivery Point” means the physical location where the System connects to Host’s electrical System at the Premises.

“Early Termination Date” has the meaning set forth in Section 2.1.

“Effective Date” has the meaning set forth in the preamble hereof.

“Energy” means three-phase, 60-cycle alternating current electric energy.

“Energy Charge” has the meaning set forth in Section 6.1

“Environmental Attributes” has the meaning set forth in Section 5.3.

“Event of Default” has the meaning set forth in Section 11.1.

“Expected Energy Production” has the meaning set forth in Section 5.2.

“Expiration Date” has the meaning set forth in Section 2.1.

“FERC” means the Federal Energy Regulatory Commission.

“Force Majeure Event” has the meaning set forth in Section 10.1.

“Generator Attribute Tracking System” or “GATS” means the system operated by PJM Environmental Information Services, Inc. in accordance with the GATS Operating Rules to provide environmental and emissions attributes reporting and tracking services to its subscribers.

“Governmental Approval” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority.

“Governmental Authority” means any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government.

“Guaranteed Initial Delivery Date” means XXX, XXXX for at least one of the sites described in Attachment 1 with remaining sites to be operational no later than XXXX, XXXX.

“Guarantor” means any Person that: (a) guarantees Provider's financial obligations under the Agreement pursuant to a Guaranty; (b) is an Affiliate of Provider; (c) has a Credit Rating from at least two (2) of the Rating Agencies; (d) has no Credit Rating from any Rating Agency less than the Minimum Acceptable Credit Rating; and (e) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction.

“Guaranty” means a Guaranty Agreement pursuant to Section 15.3: (a) in favor of Host; (b) executed and delivered by a Guarantor to Host; (c) to secure payment and performance by Provider under this Agreement; and (d) in the form that is acceptable to Host.

“Host” has the meaning set forth in the preamble hereof.

“Host Act” has the meaning set forth in Section 11.12.

“Host Event of Default” has the meaning set forth in Section 11.3.

“Host Indemnified Parties” has the meaning set forth in Section 18.1.

“Initial Cure Period” has the meaning set forth in Section 11.1(b).

“Initial Delivery Date” means the date set forth in Section 4.2(c).

“Initial Term” has the meaning set forth in Section 2.1.

“Installation Work” means the construction and installation of the System and the start-up, testing and acceptance (but not the operation and maintenance) thereof, all performed by or for Provider at the Premises.

“Invoice Date” has the meaning set forth in Section 6.2.

“Law” means any applicable statute, law, treaty, convention, rule, regulation, ordinance, code, Permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction issued, adopted, administered or implemented by a court or Governmental Authority, including any of the foregoing that are enacted, amended or issued after the Effective Date, and any binding interpretations of any of the foregoing.

“Lender” means, if applicable, any Person who has made or will make a loan to Provider to help finance the System.

“Letter of Credit” means an irrevocable, standby letter of credit in favor of Host issued by a Qualified Institution, in a form pursuant to Exhibit 1 of the RFP.

“Liens” has the meaning set forth in Section 7.1(d).

“Local Electric Utility” means the local electric distribution owner and operator providing electric distribution and interconnection services to Host at the Premises.

“Losses” means all losses, liabilities, claims, demands, suits, causes of action, judgments, awards, damages, cleanup and remedial obligations, interest, fines, fees, penalties, costs and expenses (including all attorneys’ fees and other costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation).

“Maryland PSC” means the Maryland Public Service Commission.

“Minimum Acceptable Credit Rating” means a Credit Rating equal to or better than: (a) “BBB-” by Standard & Poor’s; and (b) “ Baa3” by Moody's.

“Notice of Termination” has the meaning set forth in Section 2.3(a)

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Permit” means any permit, authorization, license, order, consent, waiver, exception, exemption, variance or other approval by or from, and any filing, report, certification, declaration, notice or submission to or with, any Governmental Authority required to authorize action, including any of the foregoing relating to the ownership, sitting, construction, operation, use or maintenance of the System under any applicable Law.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority.

“Premises” means the premises described in Attachment 1.

“Procurement Officer” means the Host’s Director of Purchasing, Office of Procurement.

“Property” means the building(s) described in Attachment 1.

“Provider” has the meaning set forth in the preamble hereof.

“Provider Events of Default” has the meaning set forth in Section 11.2.

“Qualified Assignee” has the meaning set forth in Section 14.3(b)v.

“Qualified Institution” means a U.S. commercial bank (or a foreign bank with a U.S. branch) having total assets of at least $10 billion and a Credit Rating equal to or better than “A-” by S&P and an equivalent Credit Rating by Moody's or Fitch.

“Qualified Provider” means a Provider that, as of a specified date, has a Credit Rating equal to or better than the Minimum Acceptable Credit Rating.

“Rating Agency” or “Rating Agencies” shall mean, individually or collectively, S&P, Moody's and Fitch.

“Renewable Energy Credit” or “REC” has the meaning set forth in Public Utility Companies Article, Section 7-701(n) of the Annotated Code of Maryland.

“Renewable Energy Portfolio Standard” or RPS has the meaning set forth in Public Utility Companies Article Section 7-701(o) of the Annotated Code of Maryland.

“Renewal Rate” means, as of the beginning of any Renewal Term, the fair market value for the provision of Solar Services at the Premises during such Renewal Term, as agreed between the Parties prior to the beginning of such Renewal Term. Upon the establishment of any Renewal Rate(s), Schedule 4 to Exhibit A shall be amended to reflect such Renewal Rate(s).

“Renewal Term” has the meaning set forth in Section 2.1.

“RFP” means the Request for Proposals referred to in Section 1.3.B.

“Solar Services” means the supply of on-site electrical energy output from the System together with certain peak load coincident reductions

“S&P” means Standard & Poor’s.

“State” means the State of Maryland.

“Stated Rate” means a rate per annum equal to the lesser of (a) nine percent (9%) and (b) the maximum rate allowed by Applicable Law, including, as applicable, by Title 15, Subtitle 1, of the State Finance and Procurement Article of the Annotated Code of Maryland.

“Supplemental Cure Period” has the meaning set forth in Section 11.1(b).

“System” means the integrated assembly of photovoltaic panels, mounting assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices and wiring, more specifically described in Attachment 2 and interconnected with the Local Electric Utility, owned or leased by Provider and installed at the Premises.

“System Acceptance Testing” has the meaning set forth in Section 4.2(a).

“System Disruption Time” has the meaning set forth in Section 11.12.

“System Lessor” means, if applicable, any Person, with the exception of the Host, to whom Provider has sold or conveyed the System.

“System Operations” means the operation, maintenance and repair of the System performed by or for Provider during the Term, as more particularly described in Section 4.3.

“System Test Requirements” has the meaning set forth in Section 4.2(b).

“Term” has the meaning set forth in Section 2.1.

1.2 Interpretation. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. Words in this Agreement that impart the singular connotation shall be interpreted as plural, and words that impart the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. All references made in this Agreement in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders. The words “include”, “includes”, and “including” mean include, includes, and including “without limitation” and “without limitation by specification.” The words “hereof”, “herein”, and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Persons include their respective successors and permitted assigns. Except as the context otherwise indicates, all references to “Attachments”, “Exhibits”, “Articles” and “Sections” refer to Attachments, Exhibits, Articles and Sections of this Agreement.

1.3. Contract Documents.

The Contract between Provider and Host consists of the matters identified in this Section 1.3 (the “Contract Documents”), all of which are part of the Contract as if fully set forth herein (all as amended from time to time):

A. This Agreement as defined in Section 1.1;

B. Exhibit A: Request for Proposal No. XXX for Solar Energy Power Purchase

Agreement dated October 31, 2025 as amended by Amendments XX through XX;

C. Exhibit B: Provider’s Proposal dated XXXX (the “Proposal”; the RFP and the Proposal collectively being the “Solicitation Documents”); and

D. Exhibit C: Contract Affidavit (the “Affidavit”)

The obligations, representations, terms and conditions set forth in the Contract Documents are provisions of this Contract. The official copy of the Contract Documents, which shall govern for all purposes related to this Agreement and in the event of any dispute arising under this Agreement, shall be housed in a dedicated library section at:

USM Department of Procurement and Supply:

University of Maryland

XXXXXXX

College Park, Maryland 20742

If there are any inconsistencies between or among the Contract Documents listed in Paragraphs A, B, C and D, the Contract Documents shall control in the following order of priority: the Agreement, then Exhibit A, then Exhibit B and then Exhibit C.

1.4 Service Contract. The Parties intend that this Agreement be treated as a “service” contract within the meaning of Section 7701(e) of the Internal Revenue Code.

2. TERM AND TERMINATION.

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years after the Initial Delivery Date (the “Initial Term”), unless and until terminated earlier pursuant to the provisions of this Agreement. The first “Agreement Year” shall commence on the Initial Delivery Date and shall end at the close of the twelfth full calendar month following the commencement of the Term; thereafter, each Agreement Year shall consist of successive periods of twelve calendar months. After the Initial Term, this Agreement may be renewed by Host for successive one (1) year terms (each, a “Renewal Term”), up to a maximum of five (5) such Renewal Terms. Any such renewal by Host shall be accomplished by providing written notice to Provider at least sixty (60) days prior to the expiration of the Initial Term or then applicable Renewal Term. The Initial Term and all subsequent Renewal Terms, if any, are referred to collectively as the “Term.” During any Renewal Term, either Party may terminate this Agreement upon sixty (60) days’ prior written notice to the other Party. The date on which this Agreement terminates by reason of expiration of the then applicable Term is hereafter referred to as the “Expiration Date.” Any other date on which this Agreement terminates in accordance with the terms hereof is hereafter referred to as the “Early Termination Date.”

2.2 Cancellation Due to Non-Availability of Funds. If the Maryland General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Agreement succeeding the first fiscal period, this Agreement shall be cancelled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that such cancellation shall not affect either the Host's rights or the Provider’s rights under any termination section in this Agreement. The effect of termination of the Agreement hereunder shall be to discharge both the Provider and the Host from future performance of the Agreement, but not from their rights and obligations existing at the time of termination. The Provider shall be reimbursed for the reasonable value of any non-recurring costs as of the date of termination not amortized in the price of the Agreement. The Host shall notify the Provider as soon as it has knowledge that funds may not be available for the continuation of this Agreement for each succeeding fiscal period beyond the first.

2.3 Termination for Convenience.

(a) The performance of work under the Contract may be terminated by Host in accordance with this clause in whole, or from time to time in part, whenever Host shall determine that such termination is in the best interest of the State. Any such termination shall be effected by delivery to Provider of a notice of termination (“Notice of Termination”) specifying the extent to which performance of work is terminated and the time when such termination becomes effective.

(b) After receipt of a Notice of Termination, and except as otherwise directed by the Procurement Officer, Provider shall:

(i) stop work as specified in the Notice of Termination;

(ii) place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of the portion of the work under the Contract as is not terminated;

(iii) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination;

(iv) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Procurement Officer, to the extent she may require, which approval or ratification shall be final for all the purposes of this clause; and

(v) take any action that may be necessary, or as the Procurement Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of Provider and in which Host has or may acquire an interest.

(c) After receipt of a Notice of Termination, Provider shall submit to the Procurement Officer its termination claim, in the form and with certification prescribed by the Procurement Officer. This claim shall be submitted promptly but in no event later than one (1) year from the effective date of termination, unless one or more extensions in writing are granted by the Procurement Officer, upon request of Provider made in writing within the one-year period or authorized extension thereof. However, if the Procurement Officer determines that the facts justify such action, she may receive and act upon any such termination claim at any time after the one-year period or any extension thereof. Upon failure of Provider to submit its termination claim within the time allowed, the Procurement Officer may at her sole discretion determine the claim at any time after the one-year period or any extension thereof. Upon failure of Provider to submit its termination claim within the time allowed, the Procurement Officer may determine, on the basis of information available to her, the amount, if any, due to Provider by reason of the termination and shall thereupon pay to Provider the amount so determined.

(d) Subject to the provisions of paragraph (c), Provider and the Procurement Officer may agree upon the whole or any part of the amount or amounts to be paid to Provider by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total Contract Price as reduced by the amount of payments otherwise made and as further reduced by the Contract Price of work not terminated. The Contract shall be amended accordingly, and Provider shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to Provider in the event of failure of Provider and the Procurement Officer to agree upon the whole amount to be paid to Provider by reason of the termination of work pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts that may be agreed upon to be paid to Provider pursuant to this paragraph.

(e) In the event of the failure of Provider and the Procurement Officer to agree as provided in paragraph (d) upon the whole amount to be paid to Provider by reason of the termination of work pursuant to this clause, the Procurement Officer shall pay to Provider the amounts determined by the Procurement Officer as follows, but without duplication of any amounts agreed upon in accordance with paragraph (d):

(i) for completed supplies or services accepted by Host and for which payment has not theretofore been made, a sum equivalent to the aggregate price for the supplies or services computed in accordance with the price or prices specified in the Contract, appropriately adjusted for any saving of freight or other charges;

(ii) the total of:

(1) the costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but exclusive of any costs attributable to supplies or services paid or to be paid for under paragraph (e)(i) hereof;

(2) the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b)(v) above, which are properly chargeable to the terminated portion of the Contract (exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors before the effective date of the Notice of Termination, which amounts shall be included in the costs payable under (1) above); and

(3) a sum, as profit on (1) above, determined by the Procurement Officer to be fair and reasonable; provided, however, that if it appears that Provider would have sustained a loss on the entire Contract had it been completed, no profit shall be included or allowed under this subdivision

(3) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and

(iii) the reasonable cost of settlement accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Contract and for the termination and settlement of subcontracts thereunder.

The total sum to be paid to Provider under (i) and (ii) of this paragraph shall not exceed the total Contract Price as reduced by the amount of payments otherwise made and as further reduced by the Contract Price of work not terminated.

(f) Costs claimed, agreed to, or determined pursuant to (c), (d) and (e) hereof shall be in accordance with COMAR 21.09, et seq (Contract Cost Principles and Procedures) as in effect on the Effective Date.

(g) Provider shall have the right of appeal, under Section 12 of this Agreement, from any determination made by the Procurement Officer under paragraph (c), (e), or (i) hereof, except that if Provider has failed to submit its claim within the time provided in paragraph

(c) or (i) hereof, and has failed to request extension of the time, it shall have no right of appeal. In any case where the Procurement Officer has made a determination of the amount due under paragraph (c), (e), or (i) hereof, Host shall pay to Provider the following: (i) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Procurement Officer, or (ii) if an appeal has been taken, the amount finally determined on such appeal.

(h) In arriving at the amount due Provider under this clause there shall be excluded, and if included, then deducted: (i) all advance or other payments on account theretofore made to Provider, applicable to the terminated portion of this Contract; (ii) any claim which Host may have against Provider in connection with this Contract which has not been contested by Provider or which has gone through the appeal process under Section 12 of this Agreement; and (iii) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by Provider or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to Host.

(i) If the termination hereunder is partial, Provider may file with the Procurement Officer a claim for an equitable adjustment of the price or prices specified in the Contract relating to the continued portion of the Contract (the portion not terminated by the Notice of Termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices. Any claim by Provider for an equitable adjustment under this clause shall be asserted within ninety (90) days from the effective date of the Notice of Termination unless an extension is granted in writing by the Procurement Officer.

(j) Host may from time to time, under such terms and conditions as it may prescribe, make early partial payments and payments on account against costs incurred by Provider in connection with the terminated portion of this Contract whenever in the opinion of the

Procurement Officer the aggregate of such payments shall be within the amount to which Provider shall be entitled hereunder. If the total of such payments is in excess of the amount finally agreed or determined to be due under this clause, such excess shall be payable by Provider to Host upon demand, together with interest computed at the prime rate established by the State Treasurer for the period from the date such excess payment is received by Provider to the date on which such excess is repaid to Host.

(k) Unless otherwise provided for in this Contract, or by applicable statute, Provider shall—from the effective date of termination until the expiration of three years after final settlement under this Contract—preserve and make available to Host at all reasonable times at the office of Provider but without direct charge to Host, all its books, records, documents and other evidence bearing on the costs and expenses of Provider under this Contract and relating to the work terminated hereunder, or, to the extent approved by the Procurement Officer, reproductions thereof.

2.4 [Intentionally Deleted]

2.5 Removal of System at Expiration. Upon the expiration or earlier termination of this Agreement according to its terms, Provider shall, at Provider’s expense, remove all of its tangible property comprising the System from the Premises on a mutually convenient date but in no case later than sixty (60) days after the Expiration Date or Early Termination Date. At Provider’s expense, Provider shall leave the Premises in a neat and clean order and return the Premises to its original condition, except for ordinary wear and tear. In no case shall Provider’s removal of the System affect the integrity of the roof or structure, which shall be as leak proof as it was prior to removal of the System (other than ordinary wear and tear). Provider shall be responsible for, and indemnify, defend and hold harmless Host for the cost of any damages incurred as a result of Provider’s removal of the System. For purposes of Provider’s removal of the System, Host’s covenants pursuant to Section 7.2 shall remain in effect until the date of actual removal of the System. If Provider fails to remove or commence substantial efforts to remove the System by such agreed upon date, Host shall have the right, at its option, to remove the System to a public warehouse or other storage location and restore the Premises to its original condition (other than ordinary wear and tear) at Provider’s reasonable cost.

2.6 Conditions of Provider’s Obligations Prior to Initial Delivery Date. In the event that any of the following events or circumstances occurs prior to the Initial Delivery Date, Provider may terminate the Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination:

Host has not delivered a fully executed interconnection agreement, if applicable, by the Initial Delivery Date.

2.7 Conditions of Host’s Obligations Prior to Initial Delivery Date. In the event that any of the following events or circumstances occurs, Host may terminate the Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination:

(a) Provider has not commenced Installation Work at the Premises by XXX,XXXX

(b) Initial Delivery Date has not occurred within 6 months of the Guaranteed Initial Delivery Date, in which case Provider shall remove (at its cost) any equipment and materials located at the Premises and return the Premises to its original condition.

3. CONDITIONS PRECEDENT.

3.1 Initial Delivery Date. The Initial Delivery Date shall occur upon the satisfaction or waiver in writing by Host of the following conditions precedent:

(a) Provider shall have obtained (and demonstrated possession of) all Permits required for the lawful operation of the System and for Provider to perform its obligations under the Contract, including but not limited to Permits related to environmental matters and Certificate of Public Convenience and Necessity, as necessary;

(b) no Provider Default or Event of Default shall be occurring;

(c) the System shall have been qualified and certified by the Maryland PSC as a Solar

Renewable Energy Facility pursuant to the Maryland RPS;

(d) Provider shall have made all filings and applications required for accreditation of the

System in GATS and for the registration, origination and transfer of Environmental Attributes from the System that are eligible for origination, registration and transfer under GATS;

(e) Provider shall have obtained all necessary authorizations from FERC to sell Energy at market-based rates as contemplated by the Agreement and shall be in compliance with such authorization;

(f) Provider shall be in compliance with the security requirements of Sections 15.1(a) and

(b), 15.2(a)(c)(d)(e) and (g), and 15.4;

(g) Provider shall have provided Host with written evidence that all of the preceding conditions have been satisfied.

4. SYSTEM INSTALLATION, TESTING AND OPERATIONS.

4.1 Installation. Host hereby grants to Provider a commercial non-exclusive license coterminous with the Term of this Agreement containing all the rights necessary for Provider to use and occupy portions of the Premises for the installation, operation and maintenance of the System pursuant to the terms of this Agreement. At its sole cost and expense, Provider will cause the System to be designed, engineered, installed and constructed in accordance with the terms of this Agreement and with a targeted generating capacity as more specifically described in Attachment 2. Host shall have the right to review and approve all construction plans including engineering evaluations of the impact of the System on (i) the Premises and (ii) the then current Local Electric Utility’s equipment and service. Host’s approval shall not be deemed as making Host responsible, and Host shall not be responsible, for the design or construction of the System. Provider shall perform the Installation Work at the Premises, in a manner that minimizes inconvenience to and interference with Host’s and Host’s invitees.

Provider shall provide Host reasonable notice of the progress of the installation of the System and shall provide reasonable prior written notice to Host of the Initial Delivery Date. Promptly following the execution of this Agreement, Provider shall commence pre-installation activities relating to the System, which shall include, without limitation, the following:

(a) obtain financing for installation of the System;

(b) submit application for Maryland’s Clean Energy Incentive Tax Credit for operation of the System, if applicable;

(c) obtain all Permits and contracts and agreements required for installation and operation of the System and the sale and delivery of Energy to Host;

(d) effect the execution of all agreements and develop any documentation required for interconnection of the System with applicable Local Electric Utility.

(e) coordinate with the University Operating & Maintenance Concessionaire to secure necessary permissions and approvals to build, operate and maintain the System.

(f) evidence compliance with MEA Grant Provisions relevant to financing and development of the project, including, but not limited to, made in America provisions, Maryland workforce requirements, and capture of all applicable local, state, and federal project development incentives, including tax incentives.

4.2 System Acceptance Testing

(a) Provider shall conduct testing of the System (“System Acceptance Testing”) in accordance with the requirements of Section E of Exhibit C hereof (the Request for Proposals, No. XXXXX).

(b) If the results of such System Acceptance Testing indicate that the System is capable of generating electric energy for four (4) continuous hours over five consecutive days (the “System Test Requirements”), using such instruments and meters as have been installed for such purposes, the System has been approved for interconnected operation by the Local Electric Utility, and the conditions set forth in Section 3.1. have been satisfied or waived in writing by Host, then Provider shall send a written notice to that effect to Host (a “Completion Notice”).

(c) The “Initial Delivery Date” shall be the date on the Completion Notice.

4.3 Provider as Owner and Operator. The System will be owned by Provider or System Lessor and will be operated by Provider at its sole cost and expense. “System Operations” means all actions, including monitoring and maintaining the System, necessary for Provider to fulfill its covenants under Section 7.1. Any repair or maintenance of the System will be commenced and completed in a reasonably prompt manner by or for Provider, at its sole cost and expense.

4.4 Malfunctions and Emergencies.

Christopher A Lindsey Is this meaningful in context of this project - we say repeatedly that it will not be interconnected to LDC.

(a) Malfunctions. Host and Provider each shall notify the other within twenty-four (24) hours following their discovery of any material malfunction in the operation of the System or of their discovery of an interruption in the supply of Solar Services. Provider shall restore the supply of Solar Services as soon as reasonably possible after notice or upon its discovery of a material malfunction in the operation of the System or of an interruption in the supply of Solar Services

(b) Emergencies. Provider and Host each shall notify the other Party upon the discovery of an emergency condition in the System. If an emergency condition exists, Provider shall promptly dispatch the appropriate personnel immediately to perform the necessary repairs or corrective action in an expeditious and safe manner.

(c) Personnel. For routine and emergency repairs, Host shall contact Provider with contacts for each listed in Attachment 5 – Emergency Contact Information. Provider and Host shall each designate personnel and establish procedures such that each Party may provide notice of emergency conditions, as contemplated in Section 4.4(b), requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays.

4.5 Metering. Provider shall install and maintain a utility grade kilowatt-hour (kWh) meter for the measurement of electrical energy provided by the System at the Delivery Point.

4.6 Monitoring and Reporting. Provider shall install and integrate the necessary systems to use UMD’s existing monitoring and reporting platform (AlsoEnergy) to allow for integrated reports of all of its on-site PV generation assets through one system as specified in the RFP.

In addition, UMD has a public facing informational website that provides information on the performance of its on-site generation assets. Contractor will work with the existing vendor to provide the data and support needed to incorporate the new site(s) into this dashboard. This dashboard is available at “https://kiosk.datareadings.com/5QJba0pN/overview?slideshow=true” for review.

5. SALE OF ENERGY.

5.1 Purchase Requirement. Host agrees to purchase one hundred percent (100%) of the Solar Services provided by Provider to Host during each relevant month of the Term. The payment for Solar Services is calculated to include all of the defined services in the Energy Payment Rate in Attachment 3. Neither Party may claim that by this Agreement, Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates.

Provider shall not claim to be providing electric utility services to Host.

5.2 Expected Energy Production. The annual estimate of Solar Services with respect to the System for any given month as determined pursuant to this Section shall be the “Expected Energy Production.” The Expected Energy Production for each month of the Initial Term commencing on the Initial Delivery Date for the System shall be as set forth in Attachment X.

5.3 Environmental Attributes and Financial Incentives and Tax Benefits.

https://kiosk.datareadings.com/5QJba0pN/overview?slideshow=true Christopher A Lindsey Added language

(a) Commencing on the first (1st) anniversary of the Initial Delivery Date and for the period until but excluding the fifth (5th) anniversary of the Initial Delivery Date:

(i) Provider shall retain any and all SRECS associated with the System during such period of time, and (ii) consistent with Attachment 3, Host’s purchase of Solar Services shall include any and all Environmental Attributes (other than SRECs) associated with the System during such period of time.

(b) Commencing on the fifth (5th) anniversary of the Initial Delivery Date and throughout the remainder of the Term: (i) consistent with Attachment 3, Host’s purchase of Solar Services shall include any and all SRECs associated with the System during such period of time; and (ii) Host shall retain any and all Environmental Attributes associated with the System during such period of time.

(c) Other than as set forth in paragraphs (a) and (b) above, during the Term Provider shall retain, and Host’s purchase of Solar Services shall not include, any and all Financial Incentives and Tax Benefits associated with the System.

(d) For purposes of this Agreement:

(1) “Renewable Energy Credits” means a tradable, contractual instrument that represents the full suite of attributes of one (1) Megawatt-hour of renewable energy generation on the electricity grid.

(2) “SRECs” means a tradable, environmental commodity that represents one (1) Megawatt-hour of solar energy generated by an eligible solar renewable energy system.

(3) “Environmental Attributes” means, without limitation, carbon trading credits, Renewable Energy Credits or certificates, production-based incentives, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, and Green-e® products, whether existing as of the Effective Date or thereafter and whether available to Producer as producer of Energy from the System or available to Host as the purchaser or user of such Energy.

(4) “Financial Incentives and Tax Benefits” means, without limitation, any and all federal, state or local rebates, tax credits, energy production credits, or depreciation incentives related to any renewable portfolio standard or other renewable energy purchase requirement or otherwise, whether existing as of the Effective Date or enacted thereafter and whether available to Producer as producer of Energy from the System or available to Host as the purchaser or user of such Energy.

(e) This provision shall survive the termination of this Agreement and any subsequent sale of the System.

5.4 Title to System. Throughout the duration of this Agreement, Provider or System Lessor shall be the legal and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or System Lessor and shall not attach to or be deemed a part of, or fixture to, the Premises. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Host covenants that it will use reasonable commercial efforts to place all parties having an interest in or lien upon the real property comprising the Premises on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Premises which could reasonably be construed as attaching to the System as a fixture of the Premises, Host shall provide a disclaimer or release from such lien holder. Host consents to the filing at Provider’s expense of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises.

6. PRICE AND PAYMENT.

6.1 Consideration. Host shall pay to Provider a monthly payment (the “Energy Charge”) for the Solar Services produced by the System during each calendar month of the Term equal to the product of (x) Actual Monthly Production for the System for the relevant month at the Delivery Point multiplied by (y) the price per kWh for Energy relating to the System for the relevant year as specified in Attachment X – Energy Payment Rate. For actual monthly production exceeding 110% of expected monthly production, the price per kWh will be 50% of the relevant Contract price. The sum of all Energy Charges paid (and remaining to be paid) during the Term shall be the “Contract Price” under this Agreement. Except as may be otherwise expressly provided in this Agreement, no other fees or charges shall be due from Host to Provider.

6.2 Payment. Provider shall invoice Host on or about the fifteenth day of each month (each, an “Invoice Date”), commencing on the first Invoice Date to occur after the Initial Delivery Date, stating the Actual Monthly Production delivered to Host during the preceding calendar month and calculating the Energy Charge. The last invoice shall include production only through the Expiration Date. Each invoice shall identify this Agreement and set forth Provider’s employment identification number.

6.3 Time of Payment. Host shall pay all undisputed amounts due hereunder within thirty (30) days after the date of the applicable Invoice Date.

6.4 Method of Payment. Host shall make all payments under this Agreement by electronic funds transfer in immediately available funds to the account designated in writing by Provider.

Subject to Title 15, Subtitle 1, of the State Finance and Procurement Article of the Annotated Code of Maryland, all payments that are not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated Rate. All payments made hereunder shall be non-refundable, be made free and clear of any tax, levy, assessment, duties or other charges.

7. GENERAL COVENANTS.

7.1 Provider’s Covenants. As a material inducement to Host’s execution and delivery of this Agreement, Provider covenants and agrees to the following:

(a) System and Premises Condition. Provider shall take all actions reasonably necessary to ensure that the System is capable of providing Solar Services at a commercially reasonable continuous rate. Notwithstanding the generality of the foregoing, Provider shall cause the System to be operated and maintained at Provider’s sole expense throughout the Term of this Agreement. Provider warrants that all of its operating and maintenance personnel will be adequately qualified and trained throughout the Term of this Agreement. Provider shall also be responsible for any maintenance and repairs to the Premises if such repairs are necessary as a result of Provider’s use of the Premises. Provider shall not do or permit to be done anything which will invalidate any insurance policy covering the Premises or Property.

If the System is located on a rooftop, Provider shall, at its sole cost and expense, examine and repair the rooftop to the reasonable satisfaction of Host to ensure that the warranty for the roof is not invalidated and to ensure that the roof remains watertight throughout the Term of this Agreement.

If the System is located on an exposed structure, i.e. Parking Garage, the Provider shall, at its sole cost and expense, repair the structure to the reasonable satisfaction of the Host to ensure the integrity of the structure throughout the Term of this Agreement.

During the course of any construction, installation, maintenance, or repair, Provider shall (a) cause the Premises and Property to be kept reasonably clean and free of trash and building debris; (b) immediately upon the completion of such activity, cause all such trash and debris, and machinery and equipment, to be removed from the Premises and Property; and (c) refrain from discarding or depositing any dirt, trash or other debris upon the Premises and Property. After construction, installation, maintenance or repair, Host shall leave the Premises and Property in a safe condition, and at its sole cost and expense, restore all areas of the Premises or Property impacted by the construction, installation, maintenance or repair to its original condition, except for ordinary wear and tear.

Provider shall be responsible for, and indemnify, defend and hold harmless Host for the cost of any damages incurred as a result of Provider’s damage to the roof and/or structure, or removal, storage, or re-installation of the System.

If Provider shall fail to comply with its maintenance and repair obligations herein, Host shall give Provider notice in writing to do such maintenance and repair as are required in Host’s sole discretion under this Agreement. If within ten (10) days thereafter, Provider fails to commence and diligently attempt to complete the maintenance and repair, then in addition to its other remedies under this Agreement, Host shall have the right to have such work performed and expend such funds at the expense of Provider as are required to perform such work. Provider shall promptly reimburse any amount so expended by Host upon Host’s submittal of the work invoices to Provider. Host shall be entitled to draw on any Letter of Credit, Guaranty or cash provided by Provider pursuant to Article 15 hereof to satisfy any obligation or liability of Provider arising pursuant to this Section 7.1.(a).

(b) Governmental Approvals. While providing the Installation Work, Solar Services, and

System Operations, Provider shall obtain and maintain and secure all Governmental Approvals required to be obtained and maintained and secured by Provider and to enable Provider to perform such obligations. Provider shall deliver copies of all Governmental Approvals obtained pursuant to this section to Host.

(c) Health and Safety. Provider shall take all necessary and reasonable safety precautions with respect to providing the Installation Work, Solar Services, and System Operations that shall comply with all Applicable Laws pertaining to the health and safety of persons and real and personal property. Provider shall immediately report to Host any death, lost time injury, or property damage to Host’s property that occurs on the Premises or as part of Provider’s operation of the System on the Premises.

(d) Liens. Other than Lender or System Lessor’s security interest in or ownership of the System, Provider 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 of any nature (“Liens”) on or with respect to the Premises or any interest therein.