Exhibit_3_-_DC_SEU_Incentive_Information_including_Agreement_and_Request_Forms.pdf

80 M Street SE Suite 310 Washington, DC 20003

W www.dcseu.com

P 202-479-2222

Toll-free

855-MY-DCSEU/

855-693-2738

F 202-450-1552

5/19/2015

Ronald Allard General Services Administration (GSA) 301 7th Street SW Washington, DC 20407

Re: National Solar Challenge PV Installation, DCSEU Project Capital Solar Challenge

Dear Mr. Allard:

The DCSEU thanks you for taking steps to increase renewable energy production within DC’s Federal buildings. Based on the information provided, we have outlined the estimated energy and cost savings in the table below.

We would like to offer $0.20/watt DC up to a Maximum of $600,000 toward the proposed improvements as identified in the attached Scope of Efficiency Improvements.

Estimated Savings, Costs and Investment Value

Estimated Annual Electricity Savings 4,800,000 kWh

Estimated Annual Gas Savings N/A

Estimated Cost of Efficiency Improvements $10,700,000

DCSEU Incentive System sizewatts x $0.20/watt DC, Maximum of $600,000

Estimated First-Year Energy Savings $480,000

Please review the Incentive Agreement, Scope of Efficiency Improvements, and Terms and Conditions of the DCSEU Incentive Agreement. You will need to communicate the specifications to your contractors and design professionals to ensure the scope of the improvements is met. If you agree, return a signed copy of the Incentive Agreement to the DCSEU within 30 days.

I look forward to working in partnership with you and your business. If you have any questions, or want to discuss any aspect of this project, please contact me at 202-677-4813.

Sincerely, John Supp Director, Account Management

80 M Street SE, Suite 310, Washington, DC 20003 www.dcseu.com

Phone: 202-479-2222 Toll-free: 855-MY-DCSEU/ 855-693-2738

Fax: 202-450-1552

DC Sustainable Energy Utility Third Party Incentive Request Form

Please use this form to direct a DCSEU incentive payment to a third party, such as a contractor or vendor. All information requested on an associated rebate application form or incentive agreement is still required, including the customer’s signature.

Third Party Information

Relationship with customer: Supplier Contractor Consultant Other: __________

Contact name: ___________________________ Phone: ___________________

Business name: ___________________________________________________

Street address: ____________________________________________________

City: ___________________________________ State: ______ Zip: __________

Check payable to: __________________________________________________

Federal tax payer ID number: ___________________________

Customer Statement

Name (printed): ____________________________________________

Title: _____________________________________________________

Business Name: ____________________________________________

I hereby acknowledge that the DCSEU has offered an incentive for my energy efficiency upgrade project. I am hereby requesting that the DCSEU pay the incentive amount identified here directly to the third party indicated below.

Rebate Amount: $ _____________________

Signed: ______________________________ Date: _______________ jsupp Typewritten Text General Services Administration (GSA) jsupp Typewritten Text Ronald Allard jsupp Typewritten Text jsupp

NCR Regional Energy Branch Chief

INCENTIVE AGREEMENT

PROJECT CAPITAL SOLAR CHALLENGE

This agreement is between the Vermont Energy Investment Corporation doing business as (dba) District of Columbia Sustainable Energy Utility (“DCSEU”) and GSA located at 301 7th Street SW, in Washington, DC (hereafter called "Customer").

The Customer agrees to purchase, install, and operate certain efficiency improvements at GSA, located at multiple addresses in Washington, DC, which are described in the attached Scope of Efficiency Improvements. To assist the Customer with the installation of these efficiency improvements, DCSEU agrees to provide $xx, which will be paid in cash to the Customer in accordance with the provisions specified in the attached Terms and Conditions of the DCSEU Commercial Incentive Agreement.

DCSEU’s incentive offer is good for thirty (30) days from the DCSEU representative’s signature date below. Upon receiving the signed incentive agreement, DCSEU will reserve the incentive amount through December 31, 2016 to be paid upon project completion, unless otherwise agreed in writing by the DCSEU and the Customer.

In addition to this page, this Incentive Agreement includes the attached Scope of Efficiency Improvements and Terms and Conditions of the DCSEU Commercial Incentive Agreement.

WE THE UNDERSIGNED AGREE TO THIS INCENTIVE AGREEMENT.

DCSEU

Signature Date

Printed Name Title

GSA

Signature Date

Printed Name Title

Payee Nam e (as listed on W -9 form s)

Corporation Tax-Exem pt O rganization O ther or

INFORMATION REQUIRED FOR PAYMENT

Ensure one of the boxes below is checked and the Payee Nam e and corresponding Taxpayer Identification Num ber (TIN) are provided.

DC or Federal Govt.

Social Security Num ber Em ployer Identification Num ber

SCOPE OF EFFICIENCY IMPROVEMENTS:

PROJECT CAPITAL SOLAR CHALLENGE

The Customer agrees to complete the following efficiency improvements as specified at GSA in Washington, DC:

Equipment Description Quantity

1 Photovoltaic (PV Installations) ~4,000 kW

GSA

Central Office – 1800 F Street Reagan Building Wilbur J. Cohen Building Health and Human Services (HHS) Hubert H. Humphrey Building Treasury Main Treasury Building Bureau of Engraving & Printing State Harry S. Truman Building Columbia Plaza Smithsonian Museum of American History Museum of Natural History Museum of the American Indian National Archives and Records Administration (NARA) National Archives Navy Navy Yard 166 Navy Yard 169 Navy Yard 175 Navy Yard 196 Navy Yard 200 Navy Yard 201

The listing of a specific manufacturer does not represent an endorsement of a specific product by the DCSEU. This attachment provides an estimate of the quantity of improvements made or equipment to be installed. The total incentives paid will be based on the actual type of equipment and quantities installed, provided that the actual equipment meets or exceeds the minimum efficiency requirements specified in the Equipment Description above.

Installation must comply with the following specifications:

1) All equipment shall be new, installed according to the manufacturers recommendations.

2) Solar electric panels and inverters must be included on the California Energy Commission Eligible

Equipment list, available at: http://www.gosolarcalifornia.ca.gov/equipment/index.php

3) The installation must comply with the provisions of applicable local, state and federal codes or practices.

4) All required permits must be properly obtained and posted.

5) System Installer is responsible for documenting that all applicable local, state and federal requirements are met including, but not limited to, adherence to District of Columbia codes (building, structural, and electrical).

6) Systems must have a minimum of 70% solar availability as measured by either a Solar Pathfinder or Solmetric Suneye. Measurements will be taken at all major corners of the system.

7) Areas where penetrations are made during the installation into ceilings, walls or other areas of the building must be properly restored, booted and sealed.

Terms and Conditions of the DCSEU Incentive Agreement

This Incentive Agreement contains terms and conditions under which the DCSEU will assist in this project.

If you are not the owner of this facility, by signing this Incentive Agreement you affirm that you are authorized to make the efficiency improvements covered by the agreement. If you are not the owner of this facility, you must obtain such authorization from the facility owner prior to making the efficiency improvements. You agree to provide proof of this authorization if we request it.

Definitions We and our refer to Vermont Energy Investment Corporation doing business as (dba) the District of Columbia Sustainable Energy Utility (“DCSEU”).

You, your, and Customer refer to the individual or organization identified in paragraph 1 of the Incentive Agreement.

Efficiency improvements refer to energy efficiency improvements identified in Scope of Efficiency Improvements.

Incentive means a cash incentive and / or the direct installation or the presentation of energy efficiency product(s) to the Customer by the DCSEU, as identified in Scope of Efficiency Improvements.

Verification refers to the inspection of the building to verify that the efficiency improvements were made as specified under this Agreement, and to measure the resulting energy savings.

Completion date is the date on which the efficiency improvements specified in this Agreement are fully installed and operational.

Parties refer to the DCSEU and Customer as identified above, and in the Incentive Agreement.

Facility refers to the property and/or building(s), described in paragraph 2 of the Incentive Agreement, that the Customer has undertaken to improve, renovate, or construct.

Installation

1. You agree to comply with all terms and conditions described in this agreement, to arrange for the installation of the efficiency improvements as specified in the “Scope of Efficiency Improvements”, and to properly operate and maintain the efficiency improvements specified herein.

2. You further agree to ensure that the installation and use of each efficiency improvement comply with all federal, state, and local laws and regulations including safety, building, and environmental codes. You also agree that any code corrections needed for the efficiency improvements are solely your responsibility.

Verification

1. You agree to notify the DCSEU of project completion, no later than one week after the final installation of the efficiency improvements.

2. To confirm proper installation and operation of the energy efficiency measures identified in the Scope of Efficiency

Improvements, you agree to allow the DCSEU reasonable access to the installed efficiency improvements, related equipment, and to all documents pertaining to the acquisition and installation of the efficiency improvements.

3. No payment will be made until the efficiency improvements have been installed, inspected and verified by a DCSEU representative or the DCSEU determines that verification is not necessary. If the efficiency improvements have not been installed as specified in the Scope of Efficiency Improvements, are not in use, or do not operate properly, then the DCSEU may reduce or eliminate the incentives associated with the project.

Incentives

1. Subject to the terms and conditions of this Incentive Agreement, the DCSEU agrees to provide you with an incentive toward the installation of the efficiency improvements identified in the “Scope of Efficiency Improvements,” in order to produce energy savings at your facility. You agree to use the incentive to install the efficiency improvements specified in the “Scope of Efficiency Improvements.”

2. You understand and agree that the incentives provided by the DCSEU may be considered by the Internal Revenue Service and other governmental authorities to be taxable income. You therefore agree to be responsible for paying any taxes or other governmental assessments that result from this Incentive Agreement.

3. You understand and agree that estimates of energy savings, costs, and benefits are not guaranteed expressly or implicitly;

actual savings and costs may differ from estimates due to many factors, including but not limited to hours of operation, weather, changes in business operations, and equipment maintenance. You understand and agree that the actual cost of purchasing, installing, operating, or maintaining the efficiency improvements under this agreement and the energy savings and benefits may differ from the estimates provided by the DCSEU. The DCSEU will not be required to provide additional incentives for the efficiency improvements covered by this Incentive Agreement if installation costs are higher than estimated, if energy savings and benefits are lower than estimated, or where code violations exist.

4. The DCSEU will reserve the incentive amount to be paid upon project completion for up to 6 months after the date of the DCSEU representative’s signature on this agreement, unless otherwise agreed in writing. If by the end of this six-month period you have not provided the DCSEU with notice of project completion, the DCSEU will not be obligated to provide the incentive.

Dispute Resolution The DCSEU and you will attempt in good faith to resolve any disputes that might arise in carrying out this Incentive Agreement. In the event that the Parties are unable to resolve a dispute, the matter will be immediately referred to an executive of the DCSEU who has authority to resolve the dispute. Any disputes or differences arising from this Incentive Agreement that cannot be amicably settled between the Parties shall be finally settled under the Rules of Conciliation and Arbitration of the American Arbitration Association by one or more arbitrators appointed in accordance with said Rules. The arbitration shall take place in Washington, DC. If the dispute relates to Certified Business Enterprises, arbitration shall follow the guidelines of the District of Columbia CBE Participation and Utilization Agreement. The resulting award shall be final and binding on the Parties, and shall be in lieu of any other remedy.

The Parties understand that this Incentive Agreement contains an agreement to arbitrate. After signing this document, the Parties understand that they will not be able to bring a lawsuit concerning any dispute that is covered by the arbitration agreement unless the dispute involves a question of constitutional or civil rights. Instead, the Parties agree to submit any such dispute to an impartial arbitrator.

Other Terms & Conditions For no longer than five years following the completion date, you agree to allow the DCSEU to install equipment at your facility to monitor any efficiency improvements installed under this Incentive Agreement.

You agree that the DCSEU will have your permission to use information about and photographs of the efficiency improvements installed in your facility, so that the DCSEU might promote and market its services.

You agree to allow the DCSEU, without any additional compensation, to display copies of the photographs of any efficiency measure installed under this agreement to other Customers who are considering participating in an efficiency program.

You agree to cooperate with DCSEU in any proceedings before DDOE or other authorities concerning the matters in this agreement.

Because the operation and effect of energy efficiency improvements differ—due to hours of operation and many other factors—the DCSEU does not guarantee the specific energy savings or benefits that will result from any efficiency improvements that are installed. The DCSEU does not warrant that you will receive energy savings or benefits of any kind as a result of your participation in DCSEU’s services.

The DCSEU does not warrant the performance of equipment installed as part of any efficiency improvements. The DCSEU warrants that such improvements will provide you the same service use that you presently receive from your existing equipment and facilities.

No particular manufacturers, products, or system designs are endorsed through this program.

The DCSEU disclaims all warranties, whether expressed or implied, including any implied warranty of merchantability or of fitness for a particular purpose, that the design, engineering or construction of the facility, the equipment for any efficiency improvements, or the installation thereof, complies with any specifications, laws, ordinances, regulations, codes, or industry standards.

Any warranties for the performance of the efficiency improvements under this agreement are the responsibility of your contractor and / or equipment suppliers and manufacturers, and are not the responsibility of the DCSEU.

You agree not to assert any claim against DCSEU, its directors, officers, employees, agents, and invitees from all liabilities (including reasonable fees for attorneys) arising in connection with this Incentive Agreement. These include liabilities that might arise from changes in your operations, including both direct and indirect losses.

You also agree that if you make a claim against the DCSEU for any damage arising from our action or inaction under this Incentive Agreement, your remedy will be limited to the installation costs associated with the efficiency improvements installed in your building.

In accepting these financial incentives, you agree that the DCSEU holds the sole rights to any electric system capacity credits and / or environmental credits associated with the energy efficiency measures for which incentives have been received. These credits will be used for the benefit of District of Columbia ratepayers.

This agreement will be governed by and interpreted in accordance with the laws of the District of Columbia.

This Incentive Agreement sets forth the entire agreement between the Parties and replaces all oral or written agreements. No part of this agreement may be waived or changed except by the written agreement of both Parties.

Nothing in this agreement will create any contractual relationship between the DCSEU and any of your employees, contractors, or agents. In addition, this Incentive Agreement does not create any obligation on the part of the DCSEU to pay, or to see to the payment of, any money due from you to subcontractors, employees, agents, or other persons or organizations.

80 M Street SE, Suite 310, Washington, DC 20003 www.dcseu.com

Phone: 202-479-2222 Toll-free: 855-MY-DCSEU/ 855-693-2738

Fax: 202-450-1552

DC Sustainable Energy Utility Third Party Incentive Request Form

Please use this form to direct a DCSEU incentive payment to a third party, such as a contractor or vendor. All information requested on an associated rebate application form or incentive agreement is still required, including the customer’s signature.

Third Party Information

Relationship with customer: Supplier Contractor Consultant Other: __________

Contact name: ___________________________ Phone: ___________________

Business name: ___________________________________________________

Street address: ____________________________________________________

City: ___________________________________ State: ______ Zip: __________

Check payable to: __________________________________________________

Federal tax payer ID number: ___________________________

Customer Statement

Name (printed): ____________________________________________

Title: _____________________________________________________

Business Name: ____________________________________________

I hereby acknowledge that the DCSEU has offered an incentive for my energy efficiency upgrade project. I am hereby requesting that the DCSEU pay the incentive amount identified here directly to the third party indicated below.

Rebate Amount: $ _____________________

Signed: ______________________________ Date: _______________ jsupp

General Services Administration (GSA) jsupp Typewritten Text Ronald Allard jsupp Typewritten Text jsupp

NCR Regional Energy Branch Chief