Attachment_2-Sample_LTP_Order_HPC.pdf

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LEASE TO PURCHASE ORDER

between

THE ALLIANCE FOR SUSTAINABLE ENERGY, LLC

and

[Insert LESSOR NAME]

INTRODUCTION

This LEASE TO PURCHASE ORDER (LTP Order) is made and entered into by and between [Insert Lessor Legal name], (Lessor), and the Alliance for Sustainable Energy, LLC (Company). This Agreement is in furtherance of the Company’s Prime Contract DE-AC36-08GO28308 with the United States Government, (Government), represented by the U.S. Department of Energy, (DOE) for the management and operation of the National Renewable Energy Laboratory (hereinafter called "NREL") and the performance of certain research and development work.

AGREEMENT

Whereas, Company has determined that it is essential to acquire the equipment described herein in order to perform work at the NREL, and

Whereas, the Lessor has agreed to provide funds for the purchase of the equipment to be leased under this LTP Order, which is placed pursuant to the terms and conditions of Master Lease to Purchase Agreement No.

____________ (MLTP Agreement), and

Whereas, the Lessor is willing to lease to Company the equipment that is identified in this LTP Order, and

NOW, THEREFORE, the parties, in consideration of the exchange of mutual promises contained herein, agree as follows.

1. LEASE OF EQUIPMENT

The Lessor hereby leases to Company and Company hereby leases from the Lessor the equipment, hereinafter referred to as Eagle System, described in the ****, ____________, attached hereto.

Company will demonstrate its acceptance of the Equipment by executing and delivering to the Lessor an Acceptance Certificate in a form acceptable to the Lessor.

2. TERM

This LTP Order shall become effective upon the Lessor's signature acceptance of Company executed LTP Order. The term of this LTP Order shall begin upon the acceptance of the Equipment and continue as follows:

3. PAYMENTS

The Lessor or its assignee hereby agrees to tender payment to the Seller for the Equipment in accordance with the payment terms of the Equipment Purchase Order, as may be amended, subject to written approval of Company. In consideration of the promises and the agreements on the part of the Lessor herein, Company hereby agrees to pay to the Lessor lease payments for the Equipment beginning after the Lessor's payment to the Seller for the Equipment, following acceptance of the

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Equipment, in installments and at the times hereinafter specified. The Payment Schedule(s) shall be established for this LTP Order based on the purchase price of the related Equipment, adjusted for prompt payment discount and/or accrual of progress payments, as necessary. The Payment Schedule(s) shall be established based on a simple amortization schedule calculated to repay the adjusted principal amount during the term specified in Section 2. The annual lease rate applied to each Payment Schedule shall be the sum of the Treasury Constant Maturity Rate for a term equivalent to the lease term, as listed in the “Federal Reserve Statistical Release H.15,” from the acceptance date of the Equipment, and a factor of (Lessor should insert the rate) __ percent (if applicable, Lessor should also insert any applicable loan origination fees).

Company will make all payments at the address of the Lessor, as specified in the MLTP Agreement, or at such other address as the Lessor may, from time to time, designate in writing. The time of payment will be of the essence in this LTP Order.

4. PURCHASE OPTION

Pursuant to the purchase option provision of the MLTP Agreement, Company is hereby given the option to purchase the Equipment under this LTP Order at any time after acceptance of the Equipment by paying the current Option Payment.

5. INSURANCE (Applicable only if Insurance is selected to be required otherwise this section will be marked “Reserved”)

(a) Lessor shall obtain, pay and maintain in effect, during the performance of this Agreement, the minimum insurance limits and coverage set forth below.

1) Electronic Data Processing (“EDP”) Insurance – Lessor shall insure the equipment for 100% of the replacement cost of the equipment on an EDP or equivalent form. The policy must include replacement cost coverage as well as flood and water damage (from natural and un-natural causes), earthquake, and terrorism coverage and include Alliance for Sustainable Energy, LLC as a Loss Payee. In addition, the policy may have a deductible not to exceed $100,000.00 unless Company gives written consent for a higher deductible.

2) Commercial General Liability Insurance – Lessor shall obtain a policy with a minimum limit of $10,000,000 and include Company and DOE as Additional Insureds.

(b) Lessor shall submit Certificates of Insurance (Accord Forms 24 and 25), on an annual basis for the term of the lease, as evidence of such coverage, by a company with an A.M. Best Guide Rating of “A- X” or better. The Certificates shall identify on their face the project name with the Agreement number and name Alliance for Sustainable Energy, LLC and DOE as Additional Insureds on the Commercial General Liability Insurance. Endorsement of the Commercial General Liability policy naming Alliance for Sustainable Energy, LLC and DOE as Additional Insureds shall be made using ISO Form CG 20 37 07 04, or its equivalent.

(c) The EDP and Commercial General Liability Insurance policies shall be primary and non-contributory, and any other insurance maintained by the Additional Insureds excess thereto.

(d) Lessor and Lessor’s insurance company shall waive any, and all rights of subrogation in favor of the Additional Insureds.

(e) Each insurance policy shall include an endorsement providing Company with a 30-day written notice of the cancellation, termination, or material alteration of such policy.

(f) If Lessor does not comply with the provisions of this clause, Company may issue a written cure notice to the Lessor requiring that Lessor address this deficiency within a fifteen (15) day period.

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In the event Lessor continues to be non-compliant, Company may terminate the Agreement for default.

(g) Lessor hereby releases DOE, Company and Company’s Directors, Officers, employees, agents and affiliates (the “Released Parties”) from any, and all claims or causes of action whatsoever in or from or in any way connected with any loss covered or which should have been covered by insurance required to be maintained by Lessor pursuant to this Agreement. This release is further intended to bind Lessor’s Insurers providing the above-stated insurance coverage, and Lessor agrees to inform and obtain permission from its Insurers, to so release the Released Parties from any, and all claims or causes of action as provided above to effectively waive any subrogation rights of said Insurers.

(h) In the event a claim is filed; the Lessor shall pay the insurance policy deductible of

$___________. Company will reimburse the Lessor for the deductible amount upon receipt of the Lessor’s invoice and written proof of payment of the deductible to the insurance company

6. ASSIGNMENT

This LTP Order or any right, remedy or obligation hereunder is assignable in whole or in part by Company to the Government or a successor in interest (new managing and operating contractor of the National Renewable Energy Laboratory). This LTP Order, and any interest in it, is not assignable by the Lessor, in whole or in part, without prior written approval of Company.

7. MODIFICATION

The Lessor and Company agree that any modifications or changes to this LTP Order must be in writing and must be signed by both parties.

8. ATTACHMENTS

The following documents are hereby incorporated as part of this LTP Order and are attached hereto.

1) Equipment Purchase Order: _________ (to be provided to the Lessor prior to executing this agreement)

2) Payment Schedule (to be established at time of Equipment Acceptance)

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IN WITNESS, WHEREOF, the parties hereto have executed this LTP Order as of the date(s) shown below.

LESSOR NAME ALLIANCE FOR SUSTAINABLE ENERGY,

LLC

BY: BY:

TITLE: TITLE:

DATE: DATE:

Acquisition Services Representative:

Brittany Decker Office Number: (303)384-7387 Cell Number: (720)656-7724 E-Mail: Brittany.decker@NREL.gov