Financed System Purchase Order Purchaser Name and Address
Contents
1. To cancel this transaction mail or deliver a signed and dated copy of this cancellation notice or any other written notice or send a telegram to SolarCity Corporation 3055 Clearview Way San Mateo CA 94402 not later than midnight of the date that is 3 business days from the date you signed the Lease l Name hereby cancel this transaction on Date Lessee s Signature Co Lessee s Signature SolarLease 13 Exhibit 2 PERFORMANCE GUARANTY AND LIMITED WARRANTY 1 INTRODUCTION This Performance Guaranty and Limited Warranty this Limited Warranty is SolarCity s agreement to provide you warranties on the System you leased The System will be professionally installed by SolarCity at the address you listed in the Lease We will refer to the installation location as your Property or your Home This Limited Warranty begins when we start installing the System at your Home We look forward to helping you produce clean renewable solar power at your Home 2 LIMITED WARRANTIES a Limited Warranties SolarCity warrants the System as follows i System Warranty During the entire Lease Term under normal use and service conditions the System will be free from defects in workmanship or defects in or a breakdown of materials or components the System Warranty ii Roof Warranty When we penetrate your roof during a System installation we will warrant roof damage we cause due to our roof2. Financed System Purchase Order Purchaser Name and Address Mary Lynn Wilson 1287 Longport Way Corona CA 92881 Equipment amp System Installation Description ITEM Meter Number for this site 2 160 kW DC STC photovoltaic system Modules Yingli Energy China YL240P 29b 9 Inverter s SMA America SB3000US 240V 1 Mounting System Free SolarGuard Solar Energy Monitoring System 20 Years System Installation Costs Purchase Amount 10 746 Estimated Rebate 633 Net System Cost 10 113 3055 Clearview Way San Mateo CA 94402 rt 650 638 1028 888 SOL CITY F 650 638 1029 SOLARCITY COM EC 8041 DC HIC 71101486 DC HIS 71101488 HI CT 29770 MA HIC 168572 MD HIC 128948 NJ 13VH06160600 OR CCB 180498 PA 077343 TX i oe SolarCity Mary Lynn Wilson Jon Wilson 1287 Longport Way Corona CA 92881 INTRODUCTION This SolarLease this Lease is the agreement between you and SolarCity Corporation together with its successors and assigns SolarCity or we covering the lease to you of the solar panel system the System described below The System will be installed by SolarCity at the address you listed above This Lease will refer to this address as the Property or your Home This Lease is up to eleven 11 pages long and has up to three 3 Exhibits depending on the state where you live This Lease has disclosures required by the Federal Consumer Leasing Act and w
3. If you initiate the arbitration you will be required to pay the first 125 of any filing fee We will pay any filing fees in excess of 125 and we will pay all of the arbitration fees and costs If we initiate the arbitration we will pay ait of the filing fees and all of the arbitration fees and costs We will each bear all of our own attorney s fees and costs except that you are entitled to recover your attorney s fees and costs if you SolarLease prevail in the arbitration and the award you receive from the arbitrator is higher than SolarCity s last written settlement offer When determining whether your award is higher than SolarCity s last written settlement offer your attorney s fees and costs will not be included Only Disputes involving you and SolarCity may be addressed in the arbitration Disputes must be brought in the name of an individual person or entity and must proceed on an individual non class non representative basis The arbitrator will not award relief for or against anyone who is not a party If either of us arbitrates a Dispute neither of us nor any other person may pursue the Dispute in arbitration as a class action class arbitration private attorney general action or other representative action nor may any such Dispute be pursued on your or our behalf in any litigation in any court Claims regarding any Dispute and remedies sought as part of a class action class arbitration private attorney gene
4. civil strike work stoppage slow down or lock out explosion fire earthquake abnormal weather condition or actions of the elements hurricane flood lightning wind drought the SolarLease 18 binding order of any governmental authority provided that such order has been resisted in good faith by all reasonable legal means the failure to act on the part of any governmental authority provided that such action has been timely requested and diligently pursued unavailability of power from the utility grid equipment supplies or products but not to the extent that any such availability of any of the foregoing results from SolarCity s failure to have exercised reasonable diligence power or voltage surge caused by someone other than SolarCity including a grid supply voltage outside of the standard range specified by your utility and failure of equipment not utilized by SolarCity or under its control 6 LIMITATIONS ON LIABILITY a No Consequential Damages YOU MAY ONLY RECOVER DIRECT DAMAGES INCLUDING THOSE AMOUNTS DUE PURSUANT TO SECTIONS 2 c AND 6 C UNDER THIS LIMITED WARRANTY AND IN NO EVENT SHALL SOLARCITY OR ITS AGENTS OR SUBCONTRACTORS BE LIABLE TO YOU OR YOUR ASSIGNS FOR SPECIAL INDIRECT PUNITIVE EXEMPLARY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU b Limitation of Duration of I
5. iv confirmation that SolarCity will obtain ail applicable benefits referred to in Section 9 v receipt of all necessary zoning land use and building permits and vi completion of any renovations improvements or changes reasonably required at your Home or on the Property e g removal of a tree or roof repairs necessary to enable SolarCity to safely install the System SolarCity may terminate this Lease without liability if in its reasonable judgment any of the above listed conditions i through vi will not be satisfied for reasons beyond its reasonable control Once SolarCity starts installation however it may not terminate this Lease for the failure to satisfy conditions i through vi above b Amendments Your Right to Terminate for Material Changes Both parties will have the right to terminate this Lease without penalty or fee if SolarCity determines after the engineering site audit of your Home that it has misestimated by more than ten percent 10 any of i the System size ii the System s total cost or iii the System s annual production Such termination right will expire at the earlier of A one 1 week prior to the scheduled System installation date and B one 1 month after we inform you in writing of the revised size cost or production estimate If neither party exercises their right to terminate this Lease following such a 10 change then any changes to the System will be document
6. WITHHELD 13 LOSS OR DAMAGE Unless you are grossly negligent or you intentionally damage the System SolarCity will b bear all of the risk of Joss damage theft destruction or similar occurrence to any or all of the System Except as expressly provided in this Lease no loss damage theft or destruction will excuse you from your obligations under this Lease including Monthly Payments If there is loss damage theft destruction or a similar occurrence affecting the System and you are not in default of this Lease you shall continue to timely make all Monthly Payments and pay all other amounts due under the Lease and cooperate with SolarCity at SolarCity s sole cost and expense to have the System repaired pursuant to the Limited Warranty 14 LIMITATION OF LIABILITY a b No Consequential Damages SOLARCITY S LIABILITY TO YOU UNDER THIS LEASE SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY YOU AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL INCIDENTAL PUNITIVE EXEMPLARY SPECIAL OR INDIRECT DAMAGES Actual Damages Except for claims under Section 5 j neither party s liability to the other will exceed an amount equal to the maximum amount that could be payable by you under Section 16 g Damages to your Home belongings or property resulting from the installation or operation of the System are covered in Section 6 c of the Limited Warranty 15 DEFAULT
7. You will be in default under this Lease if any one of the following occurs a b you faii to make any payment when it is due and such failure continues for a period of ten 10 days you fail to perform any material obligation that you have undertaken in this Lease which includes doing something you have agreed not to do like alter the System and such failure continues for a period of fourteen 14 days after written notice 16 c you or your guarantor have provided any false or misleading financial or other information to obtain this Lease d you assign transfer encumber sublet or sell this Lease or any part of the System without SolarCity s prior written consent or e you or any guarantor makes an assignment for the benefit of creditors admits in writing its insolvency files or there is filed against you or it a voluntary petition in bankruptcy is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity REMEDIES IN CASE OF DEFAULT If this Lease is in default we may take any one or more of the following actions If the law requires us to do so we will give you notice and wait any period of time required before taking any of these actions We may a terminate this Lease and your rights to possess and use the System b suspend our performance under this Lease c take any reasonable action to correct your default or to prevent our loss any amo
8. obligations under this Limited Warranty shail be to a party professionally and financially qualified to perform such obligation This Limited Warranty protects only the person who leases the SolarLease 19 System Your rights and obligations under this Limited Warranty will be automatically transferred to any person who purchases the System from you or to whom you properly transfer the Lease This Limited Warranty contains the parties entire agreement regarding the limited warranty of the System SolarLease 20 SolarLease 21
9. of installation a System Home and Property Maintenance You agree ta i ii ili iv v vi vii viii ix x xi xii xiii SolarLease only have the System repaired pursuant to the Limited Warranty and reasonably cooperate when repairs are being made keep trees bushes and hedges trimmed so that the System receives as much sunlight as it did when SoiarCity installed it keep the panels clean pursuant to the Limited Warranty and the Guide not modify your Home in a way that shades the System be responsible for any conditions at your Home that affect the installation e g blocking access to the roof or removing a tree that is in the way not remove any markings or identification tags on the System permit SolarCity after we give you reasonable notice to inspect the System for proper operation as we reasonably determine necessary use the System primarily for personal family or household purposes but not to heat a swimming pool not do anything permit or allow to exist any condition or circumstance that would cause the System not to operate as intended at the Property notify SolarCity if you think the System is damaged or appears unsafe if the System is stolen and prior to changing your power supplier have anyone who has an ownership interest in your Home sign this Lease return any documents we send you for signature like incentive claim for
10. to other customers or display on our website Homeowner s Initials NOTICE OF RIGHT TO CANCEL YOU MAY CANCEL THIS LEASE AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE YOU SIGN THIS LEASE SEE EXHIBIT 1 THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT ADDITIONAL RIGHTS TO CANCEL IN ADDITION TO ANY RIGHTS YOU MAY HAVE TO CANCEL THIS LEASE UNDER SECTIONS 6 AND 23 YOU MAY ALSO CANCEL THIS LEASE AT NO COST AT ANY TIME PRIOR TO 5 P M OF THE 14 CALENDAR DAY AFTER YOU SIGN THIS LEASE have read this Lease and the Exhibits in their entirety and acknowledge that have received a complete copy of this Lease Owner s Name Mary Lynn Wilson Signature 7 MIZI Jaon Date G6 O Dolar Co Owner s Name if any Signature pa as Date 5 t v p SOLARCITY APPROVED LYNDON RIVE CEO SolarLease Sotarvity Date S iv Zolz SolarLease 11 EXHIBIT 1 SOLARCITY COPY NOTICE OF CANCELLATION STATUTORILY REQUIRED LANGUAGE Notice of Cancellation Date of Transaction The date you signed the Lease You may cancel this transaction without any penalty or obligation within three business days from the above date If you cancel any property traded in any payments made by you under the contract or sale and any negotiable instrument executed by you will be returned within 10 days following receipt by the seller SolarCity Corporation of your cancella
11. MONTHLY PAYMENTS AND ALL OTHER AMOUNTS DUE UNDER THIS LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ALL CIRCUMSTANCES AND SHALL NOT BE SUBJECT TO ANY ABATEMENT DEFENSE COUNTERCLAIM SETOFF RECOUPMENT OR REDUCTION FOR ANY REASON WHATSOEVER IT BEING THE EXPRESS INTENT OF THE PARTIES THAT ALL AMOUNTS PAYABLE BY YOU HEREUNDER SHALL BE AND CONTINUE TO BE PAYABLE IN ALL EVENTS INCLUDING BY YOUR HEIRS AND ESTATE AND EXCEPT AS SET FORTH BELOW IN SECTIONS 6 23 AND 24 YOU HEREBY WAIVE ALL RIGHTS YOU MAY HAVE TO REJECT OR CANCEL THIS LEASE TO REVOKE ACCEPTANCE OF THE SYSTEM OR TO GRANT A SECURITY INTEREST IN THE SYSTEM 6 CONDITIONS PRIOR TO INSTALLATION OF THE SYSTEM a SolarCity s Obligation to Install and Lease SolarCity s obligations to install and lease the System are conditioned on the following items having been completed to its reasonable satisfaction i completion of A the engineering site audit a thorough physical inspection of the Property including if applicable geotechnical work B the final System design and C real estate due diligence to confirm the suitability of the Property for the construction installation and operation of the System ii approval of this Lease by SolarCity s financing partner s iii confirmation of rebate tax credit and renewable energy credit payment availability in the amount used to SolarLease 5 calculate the Monthly Payment amounts set forth in this Lease
12. NCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION WAIVER Any delay or failure of a party to enforce any of the provisions of this Lease including but not limited to any remedies listed in this Lease or to require performance by the other party of any of the provisions of this Lease shall not be construed to i be a waiver of such provisions or a party s right to enforce that provision or ii affect the validity of this Lease NOTICES All notices under this Lease shall be in writing and shail be by personal delivery facsimile transmission electronic mail overnight courier or certified or registered mail return receipt requested and deemed received upon personal delivery acknowledgment of receipt of electronic transmission the promised delivery date after deposit with overnight courier or five 5 days after deposit in the mail Notices shall be sent to the person identified in this Lease at the addresses set forth in this Lease or such other address as either party may specify in writing Each party shail deem a document faxed or sent via PDF as an original document 22 23 24 PUBLICITY SolarCity will not publicly use or display any images of the System unless you initial the space below If you initial the space below you give SolarCity permission to take pictures of the System as installed on your Home to show
13. OF CANCELLATION STATUTORILY REQUIRED LANGUAGE Notice of Cancellation Date of Transaction The date you signed the Lease You may cancel this transaction without any penalty or obligation within three business days from the above date If you cancel any property traded in any payments made by you under the contract or sale and any negotiable instrument executed by you will be returned within 10 days following receipt by the seller SolarCity Corporation of your cancellation notice and any security interest arising out of the transaction will be canceled If you cancel you must make available to the seller SolarCity Corporation at your residence in substantially as good condition as when received any goods delivered to you under this contract or sale or you may if you wish comply with the instructions of the seller SolarCity Corporation regarding the return shipment of the goods at the seller s SolarCity Corporation s expense and risk If you do make the goods available to the seller SolarCity Corporation and the seller SolarCity Corporation does not pick them up within 20 days of the date of your notice of cancellation you may retain or dispose of the goods without any further obligation If you fail to make the goods available to the seller SolarCity Corporation or if you agree to return the goods to the setler SolarCity Corporation and fail to do so then you remain liable for performance of all obligations under the contract
14. System such as repairing the roof where the System is located you may only remove and replace the System pursuant to the Limited Warranty Automatic Payment Fees Late Charges In addition to the other amounts you agree to pay in this Lease you agree to pay the following i Automatic Payment Discount All prices include a 15 monthly discount for using automatic payment You will not receive a 15 monthly discount if you do not make automatic Monthly Payments through your checking or savings account e f E h SolarLease ii Returned Check Fee 25 or such lower amount as required by law for any check or withdrawal right that is returned or refused by your bank iii Late payments accrue interest at twelve percent 12 annually or the maximum allowable by applicable law and iv Product Change Fee if after you sign this Lease but before we begin installation you decide you would prefer an alternative SolarCity product a PPA or a prepaid SolarLease etc you will pay a 250 change fee Insurance SolarCity shall insure the System against all damage or loss unless i that damage or loss is caused by your gross negligence or ii you intentionally damage the System Estimated Taxes You agree to pay any applicable sales or use taxes on the Monthly Payments due under this Lease If this Lease contains a purchase option at the end of the Lease Term you agree to pay any applicable t
15. anty then you will be considered to be the new owner of the System and it will automatically be conveyed to you as is 18 APPLICABLE LAW ARBITRATION PLEASE READ THIS SECTION CAREFULLY ARBITRATION REPLACES THE RIGHT TO GO TO COURT INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING IN ARBITRATION A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY The laws of the state where your Home is located shal govern this Lease without giving effect to conftict of laws principles We agree that any dispute claim or disagreement between us a Dispute shall be resolved exclusively by arbitration The arbitration including the selecting of the arbitrator will be administered by JAMS under its Streamlined Arbitration Rules the Rules by a single neutral arbitrator agreed on by the parties within thirty 30 days of the commencement of the arbitration The arbitration will be governed by the Federal Arbitration Act Title 9 of the U S Code Either party may initiate the arbitration process by filing the necessary forms with JAMS To learn more about arbitration you can call any JAMS office or review the materials at www jamsadr com The arbitration shall be held in the location that is most convenient to your Home if a JAMS office does not exist in the county where you live then we will use another accredited arbitration provider with offices close to your Home
16. ar year Your cumulative Actual Annual kWh is 15 ii iii iv dependent on a shading percentage of 5 on your Home If this shading percentage increases your Guaranteed Actual kWh will be reduced proportionately For example if the first twelve 12 month period commences on October 1 2010 and ends on September 30 2011 and the energy the System was supposed to generate is less than the energy the system was guaranteed to generate during such twelve 12 month period we will pay you the difference in the Actual Annual kWh and the Guaranteed Annual kWh multiplied by the Guaranteed Energy price per kWh within thirty 30 days after December 31 2011 See the table below for a real worid example Example Example Actual Example Guaranteed Example Guaranteed Annual kWh kWh Energy Price Payment to You Annual kWh 10 000 9 500 0 10 50 00 If at the end of each successive twelve 12 month anniversary of your first monthly payment the Actual Annual kWh is greater than the Guaranteed Annual kWh during any twelve 12 month period this surplus will be carried over and will be used to offset any deficits that may occur in the future If your System produces more energy than the Guaranteed Annual kWh then this additional energy is yours at no additional cost Actual Annual kWh means the AC electricity produced by your System in kilowatt hours measured and recorded by SolarCity during each successive twelve 12 month anniversar
17. ax on the purchase price for the System You also agree to pay as invoiced any applicable personal property taxes on the System that your local jurisdiction may levy The total estimated amount you will pay for taxes over the Lease Term is 459 61 No Alterations You agree that you will not make any modifications improvements revisions or additions to the System or take any other action that could void the Limited Warranty on the System without SolarCity s prior written consent If you make any modifications improvements revisions or additions to the System they will become part of the System and shall be SolarCity s property Access to the System i You grant to SolarCity and its employees agents and contractors the right to reasonably access all of the Property as necessary for the purposes of A i installing constructing operating owning repairing removing and replacing the System or making any additions to the System or installing complementary technologies on or about the location of the System B enforcing SolarCity s rights as to this Lease and the System C installing using and maintaining electric lines inverters and meters necessary to interconnect the System to your electric system at the Property and or to the utility s electric distribution system or D taking any other action reasonably necessary in connection with the construction installation operation maintenance removal or repair of t
18. costs and expenses we incur relating to the System s return resulting from early termination By choosing any one or more of these remedies SolarCity does not give up its right to use another remedy By deciding not to use any remedy should this Lease be in default SolarCity does not give up our right to use that remedy in case of a subsequent default 17 RETURNING THE SYSTEM AT THE END OR UPON TERMINATION OF THIS LEASE If you don t renew this Lease then there are three 3 possibilities with respect to returning or keeping the System at the end or termination of this Lease a If at the end or termination of this Lease you have not defaulted and you have not exercised your purchase option if any then within ninety 90 days SolarCity may at its choosing remove the System from your Home at no cost to you or i ii if SolarCity does not tell you that it wants to remove the System and you want to have the System removed from your Home at no cost to you you must tell us to remove it and we will do so pursuant to the Limited Warranty b If at the end or termination of this Lease you are in default and SolarCity chooses to remove the System from your Home then you agree to pay SolarCity the reasonable expense of removing the System from your Home c if at the end or termination of this Lease SolarCity chooses not to remove the System and you do not request removal within 90 days pursuant to the Limited Warr
19. duction information from your inverter e Making a Claim Transferring this Warranty i Claims Process You can make a claim by A emailing us at the email address in Section 7 below B writing us a letter and sending it overnight mail with a well known service or C sending us a fax at the number in Section 7 below ii Transferable Limited Warranty SolarCity will accept and honor any valid and properly submitted Warranty claim made during any Lease Term by any person who either purchases the System from you or to whom you properly transfer the Lease f Exclusions and Disclaimer The limited warranties and guaranty provided in this Limited Warranty do not apply to any lost power production or any repair replacement or correction required due to the following i someone other than SolarCity or its approved service providers installed removed re installed or repaired the System ii destruction or damage to the System or its ability to safely produce power not caused by SolarCity or its approved service providers while servicing the System e g if a tree falls on the System we will replace the System per the Lease but we will not repay you for power it did not produce iii your failure to perform or breach of your obligations under the Lease e g you modify or alter the System iv your breach of this Limited Warranty including your being unavailable to provide access or assistance to us in diagnosing or repairi
20. ease by more than fifteen percent 15 This output warranty is in addition to the Energy Production Guarantee in Section 2 c i of this Exhibit 2 and you will be provided a refund check for underproduction as set forth in Section 2 cXi d Maintenance and Operation SolarLease i General 16 When the System is installed SolarCity will provide you with a copy of its Solar Operation and Maintenance Guide This Guide provides you with System operation and maintenance instructions answers to frequently asked questions troubleshooting tips and service information ii SolarGuard Both the SolarGuard service and its PowerGuide upgrade require a high speed Internet line to operate Therefore during the Lease Term you agree to maintain the communication link between SolarGuard and the System and between SojarGuard and the Internet You agree to maintain and make available at your cost a functioning indoor Internet connection with one available wired Ethernet port and standard AC power outlet within eighty 80 feet of the System s AC DC inverter s This communication link must be a 10 100 Mbps Ethernet connection that supports common Internet protocols TCP IP and DHCP If you do not have and maintain a working high speed Internet line then A we will not be able to monitor the System and provide you with the Power Production Guarantee or provide a PowerGuide upgrade and B you will be required to provide SolarCity with annual pro
21. ed in an amendment to this Lease You authorize SolarCity to make corrections to the utility paperwork to conform to this Lease or any amendments to this Lease we both sign WARRANTY YOU UNDERSTAND THAT THE SYSTEM IS WARRANTED SOLELY UNDER THE LIMITED WARRANTY ATTACHED AS EXHIBIT 2 AND THAT THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY FITNESS FOR ANY PURPOSE CONDITION DESIGN CAPACITY SUITABILITY OR PERFORMANCE OF THE SYSTEM OR ITS INSTALLATION TRANSFER SolarCity works with banks large companies and other significant financing partners to finance your System As a result SolarCity will assign this Lease to one of its financing partners SolarCity may assign sell or transfer the System and this Lease or any part of this Lease or the exhibits without your consent Assignment sale or transfer generally means that SolarCity would transfer certain of its rights and certain of its obligations under this Lease to another party This assignment does not change SolarCity s obligation to maintain and repair your System as set forth in the Limited Warranty OWNERSHIP OF THE SYSTEM TAX CREDITS AND REBATES You agree that the System is SolarCity s personal property under the Uniform Commercial Code You understand and agree that this is a lease and not a sale agreement SolarCity owns the System for all purposes including any data generated from the System You shail at all time
22. he System This access right shall continue for up to ninety 90 days after this Lease expires to provide SolarCity with time to remove the System at the end of the Lease Term SolarCity shall provide you with reasonable notice of its need to access the Property whenever commercially reasonable ii During the time that SolarCity has access rights you shall ensure that its access rights are preserved and shall not interfere with or permit any third party to interfere with such rights or access You agree that the System is not a fixture Indemnity To the fullest extent permitted by law you shall indemnify defend protect save and hold harmless SolarCity its employees officers directors agents successors and assigns from any and ali third party claims actions costs expenses including reasonable attorneys fees and expenses damages liabilities penalties losses obligations injuries demands and liens of any kind or nature arising out of connected with relating to or resulting from your negligence or willful misconduct provided that nothing herein shail require you to indemnify SolarCity for its own negligence or willful misconduct The provisions of this paragraph shali survive termination or expiration of this Lease i Monthiy Payments The Monthly Payments section Section 4 B describes your monthly payment obligations under this Lease YOU AGREE THAT THIS iS A NET LEASE AND THE OBLIGATION TO PAY ALL
23. he option to renew your Lease for up to ten 10 years in two 2 five 5 year renewal periods We will send you renewal forms three 3 months prior to the expiration of the Lease Term which forms shall set forth the new Monthly Payments due under the renewed Lease based on our assessment of the then current fair market value of the System If you want to renew and you are in compliance with this Lease complete the renewal forms and return them to us at least one 1 month prior to the expiration of the Lease Term In the event that you respond that you do not agree to the new Monthly Payments the Lease shall expire by its terms on the termination date if we don t hear back from you after we send you the renewal forms then this Lease shall renew for an additional one 1 year term at ten percent 10 less than the then current average rate charged by your local utility and shall continue to renew for one 1 year terms at that same rate until we hear from you at least thirty 30 days prior to a renewal term that you do not wish to renew 12 SELLING YOUR HOME a b c d a SolarLease If you sell your Home you can i Transfer this Lease The person buying your Home can sign a transfer agreement assuming all of your rights and obligations under this Lease where permitted by the local utility ii Move the System to your new Home If you are moving to a new Home in the same utility district then where pe
24. here applicable state law SolarCity provides you with a Performance Guaranty and Limited Warranty the Limited Warranty The Limited Warranty is attached as Exhibit 2 SolarCity will also provide you with a System user manual entitled Solar Operation and Maintenance Guide the Guide that contains important operation maintenance and service information This is a legally binding agreement so please read everything carefully including all of the exhibits If you do not meet your contract obligations under this Lease you may lose your rights to the System If you have any questions regarding this Lease please ask your SolarCity sales consultant LEASE TERM SolarCity agrees to lease you the System for 20 years 240 full calendar months plus if the Interconnection Date is not on the first day of a calendar month the number of days left in that partial 1287 Longport Way Corona CA 92881 SolarLease CA CSLB 888104 calendar month including the Interconnection Date We refer to this period of time as the Lease Term The Lease Term begins on the Interconnection Date The Interconnection Date is the date that the System is turned on and generating power SolarCity will notify you by email when your System is ready to be turned on SYSTEM DESCRIPTION Item 2 160 kW DC STC photovoltaic system li Modules Inverter s ee nting system Monitoring system Electric
25. m Warranty and our Repair Promise ii The Roof Warranty Period may be shorter than the System Warranty as described in Section 2 a ii above iii If you have assumed an existing Lease then this Limited Warranty will cover you for the remaining balance of the existing Lease Term Performance Warranties and Guaranty i Power Production Guarantee SolarCity guarantees that during the Lease Term the System will generate the guaranteed annual kilowatt hours kWh Guaranteed Annual kWh in the table set forth below as follows YEAR GUARANTEED KWH TOTAL KWH I 3 284 3 284 2 3 267 6 551 3 3 251 9 803 3 235 13 037 5 3 219 16 256 6 f 3 203 19 459 7 3 187 22 645 25 816 28 971 10 3 139 32 110 Ti 3 123 35 233 12 3 108 38 341 13 3 092 41 433 14 3 077 44 510 15 3 061 47 571 16 3 046 50 617 17 3 031 53 648 18 3 016 56 664 19 3 001 59 665 20 2 986 62 650 A If at the end of each successive twelve 12 month anniversary of your first monthly payment the cumulative Actual Annual kWh defined below generated by the System is less than the Guaranteed Annual kWh then we will send you a refund check equal to the difference between the cumulative Actual Annual kWh and the Guaranteed Annual kWh multiplied by the Guaranteed Energy Price per kWh defined below We will make that payment within thirty 30 days of the end of the calend
26. meter number Extras Home Energy Evaluation Lease Promotional Discount 4 LEASE PAYMENTS AMOUNTS A Amounts Due at Lease Signing Installation and Building Inspection Payments Due at Signing Amount Due at Lease Signing 0 00 Delivery installation Fee 0 00 Total Due at Lease Signing 0 00 Payments Due at Installation 50 of Lease Prepayment 2 965 20 Tax 229 80 Total Due at Installation 3 195 00 Payments Due after Building Inspection 50 of Lease Prepayment 2 965 19 Tax 229 80 Total Due after Building Inspection 3 194 99 C Other Charges None E Purchase Option At End of Lease Term You do not have an option to purchase the System at the end of the Lease Term 5 LEASE OBLIGATIONS B Monthly Payments The balance of your total Lease Prepayment See Box 4A is due when inspection is complete There are no payments due after this payment D Total of Payments 6 390 00 This is the total amount you will have paid by the end of this Lease It includes taxes of 459 61 F Other Important Terms See Section 2 above for additional information on the Lease Term and also see below for additional information on termination purchase options renewal options maintenance responsibilities warranties late and default charges and prohibition on assignment without SolarCity s consent Payments due upon installation are due immediately prior to commencement
27. mplied Warranties ANY IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARISING UNDER STATE LAW SHALL IN NO EVENT EXTEND PAST THE EXPIRATION OF ANY WARRANTY PERIOD IN THIS LIMITED WARRANTY SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU c Limit of Liability Notwithstanding any other provision of this Limited Warranty to the contrary SolarCity s total liability arising out of relating to this Limited Warranty shall in no event i For System Replacement exceed the greater of a the sum of the Lease payments over the Term of the Lease and b the original cost of the System and ii For damages to your Home Belongings and Property exceed two million dollars 2 000 000 7 NOTICES All notices under this Limited Warranty shall be made in the same manner as set forth in the Lease to the addresses listed below TO SOLARCITY SolarCity Corporation 3055 Clearview Way San Mateo CA 94402 Attention Warranty Claims Telephone 650 638 1028 Facsimile 650 638 1029 Email leaseadministrator solarcity com TO YOU At the billing address in the Lease or any subsequent billing address you give us 8 ASSIGNMENT AND TRANSFER OF THIS LIMITED WARRANTY SolarCity may assign its rights or obligations under this Limited Warranty to a third party without your consent provided that any assignment of SolarCity s
28. ms within seven 7 days of receiving them and maintain and make available at your cost a functioning indoor Internet connection with one available wired Ethernet port and standard AC power outlet within eighty 80 feet of the System s AC DC inverter s See Section 2 d of the Limited Warranty for details b System Construction Repair Insurance c d and SolarCity s obligations SolarCity agrees to i schedule the installation of the System at a mutually convenient date and time i construct the System according to written plans you review iii provide you with a web enabled meter to accurately measure the amount of power the System delivers to you iv notify you if the System design has to be materially changed so that you can review any such changes v clean up after ourselves during the construction of the System vi repair the System pursuant to the Limited Warranty and reasonably cooperate with you when scheduling repairs vii create a priority stream of operation and maintenance payments to provide enough cash flow in our financing transactions to pay for the Limited Warranty obligations and the repair and maintenance of the System in accordance with this Lease even if SolarCity ceases to operate and viii not put a lien on your Home or Property Home Renovations or Repairs If you want to make any repairs or improvements to the Property that could interfere with the
29. ndards of performance within the solar photovoltaic power generation industry in the relevant market and ii Prudent Electrical Practices Prudent Electrical Practices means those practices as changed from time to time that are engaged in or approved by a significant portion of the solar power electrical generation industry operating in the United States to operate electric equipment lawfully and with reasonable safety dependability efficiency and economy 4 SYSTEM REPAIR RELOCATION OR REMOVAL a You agree that if i the System needs any repairs that are not the responsibility of SolarCity under this Limited Warranty ii the system needs to be removed and reinstalled to facilitate remodeling of your Home or iii the system is being relocated to another home you own pursuant to the Lease you will have SolarCity or another similarly qualified service provider at your expense perform such repairs removal and reinstallation or relocation on a time and materials basis b If you want to return the System to SolarCity under Section 17 of the Lease then SolarCity will remove the System at no cost to you SolarCity will remove the posts waterproof the post area and return the roof as close as is reasonably Possible to its original condition before the System was installed e g ordinary wear and tear and color variances due to manufacturing changes are excepted SolarCity will warrant the waterproofing for one 1 year after it
30. ng a problem or your failing to maintain the System as stated in the Solar Operation and Maintenance Guide v any Force Majeure Event as defined below vi shading from foliage that is new growth or is not kept trimmed to its appearance on the date the System was instatled vii any system failure or lost production not caused by a System defect e g the System is not producing power because it has been removed to make roof repairs or you have required us to locate the inverter in a non shaded area and SotarLease 17 viii theft of the System e g if the System is stolen we will replace the System per the Lease but we will not repay you for the power it did not produce This Limited Warranty gives you specific rights and you may also have other rights which vary from state to state This Limited Warranty does not warrant any specific electrical performance of the System other than that described above THE LIMITED WARRANTIES DESCRIBED IN SECTIONS 2 a and c ABOVE ARE THE ONLY EXPRESS WARRANTIES MADE BY SOLARCITY WITH RESPECT TO THE SYSTEM SOLARCITY HEREBY DISCLAIMS AND ANY BENEFICIARY OF THIS LIMITED WARRANTY HEREBY WAIVES ANY WARRANTY WITH RESPECT TO ANY COST SAVINGS FROM USING THE SYSTEM SOME STATES DO NOT ALLOW SUCH LIMITATIONS SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU 3 SOLARCITY S STANDARDS For the purpose of this Limited Warranty the standards for our performance will be i normal professional sta
31. penetrations This roof warranty will run the longer of A one 1 year following the completion of the System installation and B the length of any existing installation warranty or new home builder performance standard for your roof the Roof Warranty Period and iii Repair Promise During the entire Lease Term SolarCity will honor the System Warranty and wil repair or replace any defective part material or component or correct any defective workmanship at no cost or expense to you including ail labor costs when you submit a valid claim to us under this Limited Warranty the Repair Promise If we damage your Home your belongings or your Property we will repair the damage we cause or pay you for the damage we cause as described in Section 6 SolarCity may use new or reconditioned parts when making repairs or replacements SolarCity may also at no additional cost to you upgrade or add to any part of the System to ensure that it performs according to the guarantees set forth in this Limited Warranty Cosmetic repairs that do not involve safety or performance shall be made at SolarCity s discretion b Warranty Length SolarLease 14 c SolarLease i The warranties in Sections 2 a i and a iii above will start when we begin installing the System at your Home and continue through the entire Lease Term but never less than ten 10 years Thus for as long as you lease the System from SolarCity you will have a Syste
32. ral or other representative action are subject to arbitration on an individual non class non representative basis and the arbitrator may award relief only on an individual non class non representative basis This means that the arbitration may not address disputes involving other persons with disputes similar to the Disputes between you and SolarCity The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this agreement The arbitrator however is not authorized to change or alter the terms of this agreement or to make any award that would extend to any transaction other than yours Ail statutes of limitations that are applicable to any dispute shall apply to any arbitration between us The Arbitrator will issue a decision or award in writing briefly stating the essential findings of fact and conclusions of law BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES NEITHER OF US WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT OR TO HAVE A JURY TRIAL ON THAT DISPUTE OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES FURTHER YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A 19 20 REPRESENTATIVE OR MEMBER OF ANY CLASS PERTAINING TO ANY DISPUTE THE ARBITRATOR S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDA
33. removes the System You agree to reasonably cooperate with SolarCity in removing the System including providing necessary space access and storage and we will reasonably cooperate with you to schedule removal in a time and manner that minimizes inconvenience to you 5 FORCE MAJEURE If SolarCity is unable to perform ali or some of its obligations under this Limited Warranty because of a Force Majeure Event SolarCity will be excused from whatever performance is affected by the Force Majeure Event provided that a SolarCity as soon as is reasonably practical gives you notice describing the Force Majeure Event b SolarCity s suspension of its obligations is of no greater scope and of no longer duration than is required by the Force Majeure Event i e when a Force Majeure Event is over we will make repairs and c No SolarCity obligation that arose before the Force Majeure Event that could and should have been fully performed before such Force Majeure Event is excused as a result of such Force Majeure Event Force Majeure Event means any event condition or circumstance beyond the control of and not caused by SolarCity s fault or negligence It shall include without limitation failure or interruption of the production delivery or acceptance of power due to an act of god war declared or undeclared sabotage riot insurrection civi unrest or disturbance military or guerilla action terrorism economic sanction or embargo
34. rmitted by the local utility the System can be moved to your new home only pursuant to the Limited Warranty You will need to pay all costs associated with relocating the System execute and deliver to SolarCity an easement for the replacement premises and provide any third party consents or releases required by SolarCity in connection with the substitute premises You agree to give SolarCity at least fifteen 15 days but not more than three 3 months prior written notice if you want someone to assume your Lease obligations In connection with this assumption you your buyer and SolarCity shall execute a written transfer of this Lease Unless we have released you from your obligations in writing you are still responsible for performing under this Lease If your buyer defaults on this Lease and we have not yet signed the transfer agreement you will be responsible for their default We will release you from your obligations under this Lease in writing once we have a signed transfer agreement with the person buying your Home If you sell your Home and can t comply with any of the options in subsection a above you will be in default under this Lease Section 12 a includes a Home sale by your estate or heirs EXCEPT AS SET FORTH IN THIS SECTION YOU WILL NOT SUBLEASE ASSIGN SELL PLEDGE OR IN ANY OTHER WAY TRANSFER YOUR INTEREST IN THE SYSTEM OR THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT WHICH SHALL NOT BE UNREASONABLY
35. s keep the System free and clear of all liens claims levies and legal processes not created by SolarCity and shall at your expense protect and defend SolarCity against the same YOU UNDERSTAND AND AGREE THAT ANY AND ALL TAX CREDITS INCENTIVES RENEWABLE ENERGY CREDITS GREEN TAGS CARBON OFFSET CREDITS UTILITY REBATES OR ANY OTHER NON POWER ATTRIBUTES OF THE SYSTEM ARE THE PROPERTY OF AND FOR THE BENEFIT OF SOLARCITY USABLE AT ITS SOLE DISCRETION SOLARCITY SHALL HAVE THE EXCLUSIVE RIGHT TO ENJOY AND USE ALL SUCH BENEFITS WHETHER SUCH BENEFITS EXIST NOW OR IN THE FUTURE YOU AGREE TO REFRAIN FROM ENTERING INTO SolarLease 10 11 ANY AGREEMENT WITH YOUR UTILITY THAT WOULD ENTITLE YOUR UTILITY TO CLAIM ANY SUCH BENEFITS YOU AGREE TO REASONABLY COOPERATE WITH SOLARCITY SO THAT IT MAY CLAIM ANY TAX CREDITS RENEWABLE ENERGY CREDITS REBATES CARBON OFFSET CREDITS OR ANY OTHER BENEFITS FROM THE SYSTEM THIS MAY INCLUDE TO THE EXTENT ALLOWABLE BY LAW ENTERING INTO NET METERING AGREEMENTS INTERCONNECTION AGREEMENTS AND FILING RENEWABLE ENERGY CARBON OFFSET CREDIT REGISTRATIONS AND OR APPLICATIONS FOR REBATES FROM THE FEDERAL STATE OR LOCAL GOVERNMENT OR A LOCAL UTILITY AND GIVING THESE TAX CREDITS RENEWABLE ENERGY CARBON CREDITS REBATES OR OTHER BENEFITS TO SOLARCITY PURCHASING THE SYSTEM PRIOR TO THE END OF THE LEASE TERM You may not purchase the System prior to the end of the Lease Term RENEWAL You have t
36. tion notice and any security interest arising out of the transaction will be canceled If you cancel you must make available to the seller SolarCity Corporation at your residence in substantially as good condition as when received any goods delivered to you under this contract or sale or you may if you wish comply with the instructions of the seller SolarCity Corporation regarding the return shipment of the goods at the seller s SolarCity Corporation s expense and risk If you do make the goods available to the seller SolarCity Corporation and the seller SolarCity Corporation does not pick them up within 20 days of the date of your notice of cancellation you may retain or dispose of the goods without any further obligation If you fail to make the goods available to the seller SolarCity Corporation or if you agree to return the goods to the seller SolarCity Corporation and fail to do so then you remain liable for performance of all obligations under the contract To cancel this transaction mail or deliver a signed and dated copy of this cancellation notice or any other written notice or send a telegram to SolarCity Corporation 3055 Clearview Way San Mateo CA 94402 not later than midnight of the date that is 3 business days from the date you signed the Lease h Name hereby cancel this transaction on Date Lessee s Signature Co Lessee s Signature SolarLease 12 EXHIBIT 1 CUSTOMER COPY NOTICE
37. unt we pay will be added to the amount you owe us and wiil be immediately due d require you at your expense to return the System or make it available to us in a reasonable manner e proceed by appropriate court action to enforce performance of this Lease and to recover damages for your breach f turn off or take back the System by lega process or self help but we may not disturb the peace or violate the law g recover from you i all accrued but unpaid Monthly Payments taxes late charges penalties interest and all or any other sums then accrued or due and owing plus ii the unpaid balance of the aggregate rent each payment discounted to present value at 5 per annum plus iii reasonable compensation on a net after tax basis assuming a tax rate of 35 for the loss or recapture of A the investment tax credit equal to Solarlease thirty percent 30 of the System cost including installation and B accelerated depreciation over five 5 years equal to eighty five percent 85 of the System cost including installation and for the loss of any anticipated benefits pursuant to Section 9 of this Lease SolarCity shall furnish you with a detailed calculation of such compensation if such a claim is made or h use any other remedy available to us in this Lease or by law You agree to repay us for any reasonable amounts we pay to correct or cover your default You also agree to reimburse us for any
38. y of your first monthly payment To measure the Actual Annual kWh we will use the SolarGuard Monitoring Service or to the extent such services are not available we will estimate the Actual Annual kWh by reasonable means Guaranteed Energy Price per kWh means 0 1950 per kWh with an annual increase of Zero point zero zero percent 0 00 SolarGuard During the Lease Term we will provide you at no additional cost our SolarGuard Monitoring Service SolarGuard SolarGuard is a proprietary monitoring system designed and installed by SolarCity that captures and displays historical energy generation data over an Internet connection and consists of hardware located on site and software hosted by SolarCity tf your System is not operating within normal ranges SolarGuard will alert us and we will remedy any material issues promptly PowerGuide If you have upgraded your Lease to include the PowerGuide Monitoring Service PowerGuide SolarCity will provide it to you for the first ten 10 years of the Lease Term PowerGuide is a SolarGuard improvement that captures and displays historical energy consumption data Not all home power systems are compatibie with PowerGuide If you ordered PowerGuide and your Home is not compatible with PowerGuide then SolarCity wiil adjust your Lease payments to reflect its removal Output Warranty The System s electrical output during the first ten 10 years of the Lease Term shall not decr
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