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PROCUREMENT AND CONSTRUCTION CONTRACT SUNLIGHT · PDF file PC Contract for 1 Morris Improvement Authority Morris County Renewable Energy Program, Series 2011 PROCUREMENT AND CONSTRUCTION

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Text of PROCUREMENT AND CONSTRUCTION CONTRACT SUNLIGHT · PDF file PC Contract for 1 Morris...

  • Execution Copy

    PROCUREMENT AND CONSTRUCTION CONTRACT

    dated as of April 20, 2016

    by and between

    SUNLIGHT GENERAL MORRIS SOLAR, LLC as Owner

    and

    HESP Construction, LLC as Contractor

    As acknowledged by the Morris County Improvement Authority

    MORRIS COUNTY IMPROVEMENT AUTHORITY MORRIS COUNTY RENEWABLE ENERGY PROGRAM (COUNTY OF MORRIS PROGRAM) SERIES 2011

  • iPC Contract for Morris County Improvement Authority Morris County Renewable Energy Program, Series 2011

    TABLE OF CONTENTS

    Page

    ARTICLE 1. DEFINITIONS; INTERPRETATION .....................................................................2

    ARTICLE 2. SCOPE OF WORK ....................................................................................................3

    ARTICLE 3. RESPONSIBILITY OF CONTRACTOR ................................................................5

    ARTICLE 4. OWNER'S RESPONSIBILITIES...........................................................................13

    ARTICLE 5. SCHEDULE AND COMPLETION........................................................................15

    ARTICLE 6. CONTRACT PRICE AND PAYMENT .................................................................18

    ARTICLE 7. GUARANTEED SUBSTANTIAL COMPLETION DATES; DELAY

    DAMAGES; PERFORMANCE GUARANTEES .................................................21

    ARTICLE 8. CHANGES ................................................................................................................23

    ARTICLE 9. FORCE MAJEURE .................................................................................................25

    ARTICLE 10. HAZARDOUS MATERIALS .................................................................................26

    ARTICLE 11. INDEMNIFICATION ..............................................................................................27

    ARTICLE 12. LIMITATION OF LIABILITY ..............................................................................31

    ARTICLE 13. WARRANTIES.........................................................................................................31

    ARTICLE 14. RISK OF LOSS; INSURANCE...............................................................................34

    ARTICLE 15. DEFAULT AND TERMINATION OF AGREEMENT .......................................34

    ARTICLE 16. TITLE; LIENS..........................................................................................................39

    ARTICLE 17. [RESERVED]............................................................................................................41

    ARTICLE 18. REPRESENTATIONS AND WARRANTIES.......................................................41

    ARTICLE 19. DISPUTES.................................................................................................................43

    ARTICLE 20. MISCELLANEOUS PROVISIONS .......................................................................43

  • iiPC Contract for Morris County Improvement Authority Morris County Renewable Energy Program, Series 2011

    LIST OF ATTACHMENTS

    Attachment I Definitions Attachment II-A List of Local Units and SGFs Attachment II-B Owner Furnished Permits Attachment III-A Scope of Work Attachment III-B Project Manual MCIA Series 2011 Solar Project #2 dated February 22,

    2016 Attachment IV Performance Measurements and SGF Production Tests Attachment V-A Breakdown of Contract Price by SGF and Local Unit Prices Attachment V-B Milestone Payment Schedules Attachment VI MCIA Series 2011 Solar Project #2 Design Drawings Attachment VII Site Access Schedule Attachment VIII Notice to Proceed Dates, Anticipated Mechanical Completion Dates,

    Guaranteed Substantial Completion Dates and Anticipated Final Completion Dates

    Attachment IX System Installation Checklist and SGF Performance Tests Attachment X List of Approved Subcontractors and Vendors Attachment XI Manufacturer Warranties for Principal Equipment Components Attachment XII-A Project Schedule Attachment XII-B Milestone Schedule Attachment XIII County Anti-Corruption, Buy American, and Indemnification

    Requirements Attachment XIV County Labor and Licensing Requirements Attachment XV Geotechnical Report Attachment XVI Form of Notice to Proceed Attachment XVII Form of Invoice Attachment XVIII-A Form of Change Order Attachment XVIII-B Not in Use Attachment XIX Form of Conditional Waiver and Release of Lien for Progress Payment

    (Contractor) Attachment XX Form of Conditional Waiver and Release of Lien for Progress Payment

    (Subcontractor/Vendor) Attachment XXI Form of Unconditional Waiver and Release of Lien for Progress Payment

    (Contractor) Attachment XXII Form of Unconditional Waiver and Release of Lien for Progress Payment

    (Subcontractor/Vendor) Attachment XXIII Form of Conditional Waiver and Release of Lien for Final Payment

    (Contractor) Attachment XXIV Form of Conditional Waiver and Release of Lien for Final Payment

    (Subcontractor/Vendor) Attachment XXV Form of Unconditional Waiver and Release of Lien for Final Payment

    (Contractor) Attachment XXVI Form of Unconditional Waiver and Release of Lien for Final Payment

    (Subcontractor/Vendor) Attachment XXVII Form of Application for Mechanical Completion Attachment XXVIII Form of Mechanical Completion Certificate Attachment XXIX Form of Application for Substantial Completion Attachment XXX Form of Substantial Completion Certificate

  • iiiPC Contract for Morris County Improvement Authority Morris County Renewable Energy Program, Series 2011

    Attachment XXXI Form of Final Completion Certificate Attachment XXXII Insurance Requirements Attachment XXXIII Applicable Solar Program Attachment XXXIV Procedures for Section 1603 Cash Grant Attachment XXXV-A Form of Construction Performance Bond Attachment XXXV-B Form of Construction Payment Bond

  • 1PC Contract for Morris Improvement Authority Morris County Renewable Energy Program, Series 2011

    PROCUREMENT AND CONSTRUCTION CONTRACT

    This Procurement and Construction Contract (this "Agreement") is made as of April 20, 2016 (the "Effective Date"), by and between SunLight General Morris Solar, LLC, a New Jersey limited liability company ("Owner"), and HESP Construction, LLC, a limited liability company ("Contractor"), and acknowledged by the Morris County Improvement Authority ("Authority").

    RECITALS:

    WHEREAS, the Morris County Improvement Authority (the "Authority"), acting on behalf of the County of Morris, New Jersey (the "County"), issued its Request for Proposals dated July 7, 2011 (the "County RFP") for the development of photovoltaic systems with respect to certain local government facilities in the County (the "Program"); and

    WHEREAS, Owner, as the successful bidder and awardee for the Program, issued a request for proposal on February 23, 2016 for the construction of certain new and unconstructed sites (the "Sites") in the Program; and

    WHEREAS Contractor was a successful bidder in response to the Owner’s request for proposals; and

    WHEREAS, pursuant to the Program, each of the local governmental units identified on Attachment II-A (each a "Local Unit") has entered into or will enter into a License and Access Agreement with the Authority (each a "License Agreement") pursuant to which, inter alia, the Local Unit has licensed or will license to the Authority and its designees one or more properties described in Attachment II-A for the construction, operation and maintenance of a solar powered electric generating facility (each, as generally identified in Attachment II-A and more fully described in the Scope of Work, a "SGF"); and

    WHEREAS, pursuant to the Program, Owner has entered into a Power Purchase Agreement with the Authority (the "Power Purchase Agreement" or "PPA"), pursuant to which, inter alia, (i) the Authority designates Owner and its contractors and subcontractors as permitted licensees under the respective License Agreements, (ii) Owner covenants to complete the design, permitting, acquisition, construction, installation, interconnection, start-up, testing, operation and maintenance of all the SGFs, and (iii) the Authority covenants to purchase the electric power from the SGFs during the term of the PPA, which obligation is assumed by each Local Unit with respect to the SGFs located on its property pursuant to its License Agreement; and

    WHEREAS, pursuant to the Program, Owner has entered into a Lease Purchase Agreement with the Authority (the "Lease Agreement"), pursuant to which, inter alia, (i) Owner further covenants to design and construct all of the SGFs, (ii) the Authority covenants to finance a portion of the costs of the development, design and construction of the SGFs through the issuance of bonds guaranteed by the County; (iii) the Authority will take leasehold title to the SGFs upon their completion; and (iv) the Authority will lease the SGFs to Owner for the designated term and any renewals thereof (and convey to Owner certain ownership benefits and attributes thereof for tax purposes); and

    WHEREAS, the License Agreement, PPA and Lease Agreement (collectively, the "Program Documents") contain rights and obligations of Owner with respect to the design, procurement, permitting, construction and testing of the SGFs; and

  • 2PC Contract for Morris Improvement Authority Morris County Renewable Energy Program, Series 2011

    WHEREAS, pursuant to this Agreement, Contractor will assume and perform all of the following: permitting (except for Owner-Furnished Permits), procurement (except for the Owner-Furnish

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