Purchase order terms and conditions

TERMS AND CONDITIONS OF PURCHASE

These Terms and Conditions of Purchase (the “Terms”) are effective as of the date of the Purchase Order (as further defined below, the “PO”) (“Effective Date”) and applicable to each PO issued by Clearway Energy Operating LLC (“Buyer”), regardless of whether the Terms are attached to the face of the PO or delivered separately, and shall be deemed to have been irrevocably accepted by Vendor upon the earliest of (a) Vendor providing a countersignature to the PO on the terms set forth therein, (b) shipment or delivery of a Good or performance of a Service, or (c) acceptance of any payment by Buyer for Goods or Services; provided, however, that Buyer shall not be obligated to pay the Prices for Goods and Services until Vendor has indicated its acceptance of the PO as set forth below. Notwithstanding the foregoing, if Buyer and Vendor have executed and delivered a separate agreement governing the purchase and sale of the Goods or provision of the Services (a “Separate Agreement”), the Separate Agreement shall govern in lieu of the Terms. Vendor shall accept or reject the PO in accordance with the terms set forth in the PO.

1. Definitions; No Conflicting Terms; Interpretation.

“PO” means a written purchase order issued by Buyer and accepted by Seller that contains the details with respect to the Goods and/or Services to be provided by Vendor and the Terms together with the details contained on the face of the PO (the “Specific Details”). “Buyer,” “Goods,” “Need By Date,” “Prices,” “Services,” “Vendor,” and all other words or phrases included in the Specific Details have the meanings set forth therein, and “Goods” includes all materials, equipment, systems, and goods (a) described in the PO, (b) used by Vendor in connection with Vendor’s performance of Services, or (c) otherwise delivered to Buyer in connection with the PO; “Deliverables” means written materials created, written, or developed for Buyer and Goods delivered to Buyer, including the materials described in the Specific Details; “Group” means, with respect to a party, such party and its affiliates, and its and their respective officers, directors, shareholders, members, partners, and employees, and the successors and assigns of all of the foregoing; “Law” means all applicable federal, state, local, and tribal laws, codes, rules, regulations, and orders of any governmental authority; “Permits” means all federal, state, local, and tribal permits, licenses, and approvals; “Person” means an individual or entity; “Personnel” of a party means such party’s employees, contractors, subcontractors, vendors, agents, and invitees, and their respective employees, contractors, subcontractors, vendors, agents, and invitees, as applicable, excluding (in the case of Buyer’s Personnel) Vendor and Vendor’s Personnel; “Site” means the location specified by Buyer for the delivery of Goods or performance of Services as the “Ship To” location in the PO; “Third Party” means any Person that is not a member of a Group; and “Warranty Period” means, with respect to Goods, the period commencing on the date of delivery of the Good and continuing for twelve (12 months) after delivery of the Good to Buyer; and with respect to Services, the period commencing on the completion of such Services and continuing for twelve (12 months) thereafter.

If a conflict exists among the Terms, the Specific Details, and any policies of Buyer, the following order of priority shall govern: (a) the Specific Details, (b) the Terms, and (c) Buyer’s policies. If any additional or different terms or conditions are contained in any documentation provided by Vendor (“Vendor’s Proposed Terms”), the PO shall control regardless of when Vendor’s Proposed Terms are received by Buyer unless Buyer agrees in writing to any of Vendor’s Proposed Terms; otherwise, Buyer rejects Vendor’s Proposed Terms.

As used herein: (a) the singular includes the plural and vice versa; (b) reference to a document, Law, or Buyer’s policy means such document, Law, or Buyer’s policy as amended from time to time; (c) the term “or” is not exclusive; (d) “include” or “including” means including, without limitation; (e) headings do not constitute a part of the PO; (f) references to money refers to United States currency; (g) references to Buyer include its affiliates, successors, and assigns; and (h) the terms “hereof,” “hereunder,” “herein,” “hereby,” and derivatives or similar words refer to the entire PO.

2. Goods and Services.

In addition to the meanings given in the PO, Services includes installation of the Goods, as may be required.

2.1 Warranties.

2.1.1 Warranty.

Vendor warrants to Buyer that (a) until the expiration of the Warranty Period, (i) the Goods shall (A) conform to Buyer’s specifications and metrics, or if none are given, to samples thereof, (B) be free of defects in design, materials, and workmanship and without variation and of even kind, quality, and quantity within each unit and among all units, (C) be new and made from new materials when delivered, and (D) be fit for the purpose for which such Goods are ordinarily used; (ii) Services shall be (A) provided in accordance with Buyer’s specifications and metrics, (B) performed in accordance with standards of care, skill and diligence consistent with recognized and sound industry practices and procedures, and (C) free of defects in design and workmanship; and (iii) none of the software included in the Goods shall (A) introduce or include any Trojan horse, virus, worm, trap, spyware, back door, disabling or destructive code, time, clock, counter, or other limiting design or routine that causes the software or any other part of the Goods to be erased, inoperable, or otherwise incapable of being used in the full manner for which it was intended, or (B) contain code or materials subject to non-negotiable licenses, including “open source” or “freeware” software, or other materials requiring that software combined or distributed with such materials be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works, or (3) re-distributable at no charge or subject to material limitations or conditions; (b) Goods and Services do not infringe upon or violate the intellectual property rights of a Third Party; (c) Vendor owns rights in all Goods prior to delivery thereof, and good and merchantable title to each Good shall be transferred to Buyer upon acceptance of Goods; and (d) Goods and Services shall be free and clear of liens and other encumbrances. The foregoing warranties shall survive any inspection, delivery, acceptance, or payment by Buyer, but shall not apply to consumable items attached to or used in conjunction with Goods. Buyer may transfer all or a portion of its rights under the foregoing warranties to any of its successors, affiliates, or subsidiaries of Buyer without notice to, and without the consent of, Vendor.

2.1.2 Non-Compliance with Warranty.

Vendor shall correct, repair, remedy, modify, or replace, at Buyer’s election, all Goods and Services that do not comply fully with the warranties set forth in the foregoing Section (“Defects”) at no cost to Buyer in accordance with this Section 2.1.2 (the “Warranty Work”). Such Warranty Work shall include all costs associated including parts, consumables, labor, tooling, transportation, and crane or hoisting services. Vendor shall (a) within one (1) business day following notice from Buyer of a Defect that poses any risk to health, safety or the environment, or that has caused the applicable project to reduce or cease production, and (b) within three (3) business days following notice from Buyer of any other Defect, provide a written response to Buyer indicating Vendor’s plan for troubleshooting, diagnosing the probable cause of the Defect, and the scope of the Warranty Work, including a timeline for completion (together, the “Cure Plan”). Buyer shall promptly review Vendor’s Cure Plan and either (a) approve such Cure Plan within one (1) business day following receipt thereof from Vendor, or (b) reject such Cure Plan with detailed reasons specifying the basis therefor (the “Cure Plan Review Period”). If Buyer fails to respond to the Cure Plan within the Cure Plan Review Period, Vendor shall commence performance of the Cure Plan as presented by Vendor. If Buyer timely rejects such Cure Plan, Vendor shall, within one (1) business day following receipt of Buyer’s feedback, submit a revised Cure Plan that address Buyer’s questions and concerns. Vendor shall commence performance of the Warranty Work in accordance with the Cure Plan, and Vendor shall thereafter continue to diligently pursue such Warranty Work to completion.

If Vendor fails to proceed to commence the Warranty Work within the timelines specified in the Cure Plan, or if Vendor fails to timely provide responses as set forth in this Section 2.1.2, Buyer shall have the right to perform, or cause to be performed, the Warranty Work. Vendor shall, within thirty (30) days after receiving Buyer’s request for payment of Buyer’s (or any affiliates of Buyer) costs to perform, or causing to be performed, such Warranty Work, reimburse Buyer (and any affiliates) for all reasonable and documented costs and expenses incurred by Buyer (and its affiliates), including the cost of a replacement warranty substantially similar to the warranty herein with respect to such Warranty Work. Notwithstanding the foregoing, if Vendor (or a subcontractor) begins to perform the Warranty Work to satisfy such Defect claim during such three (3)-day period following notice of Buyer’s intent to perform the Warranty Work, and diligently continues to perform to completion such Warranty Work, Buyer shall not perform, or cause any third party to perform, such Warranty Work. If any of the Warranty Work fails to satisfy the warranty during the Defect Warranty Period, and any such failure occurs under circumstances where there is an immediate need for repairs due to the endangerment of human health or property or a material adverse effect on the operations of the project, Buyer may perform, or cause to be performed, such Warranty Work for Vendor’s account without giving prior notice. The fact that any such Warranty Work has been performed or caused to be performed by Buyer or third parties in accordance with this Section 2.1.2 shall not operate to reduce or otherwise affect Vendor’s continuing liability for Defects.

2.1.3 Serial Defects.

In addition to performing the Warranty Work under Section 2.1.2, if during the Warranty Period, the same or similar Defect (or apparent Defect) occurs in (a) 10% of the same Goods or Services, or (b) 5% of the same Goods or Services if the quantity of Goods is greater than 100, or (c) 15% of the same Goods or Services if the quantity of Goods is less than 10 (either (a), (b) or (c), a “Serial Defect”), in addition to the performance of the Warranty Work, Vendor shall also perform a root cause analysis in a reasonably timely manner (such timing as reasonably agreed upon in writing by the parties) to the satisfaction of Buyer. If the root cause analysis concludes that a Defect is due to the same root cause, Vendor shall, in addition to the Warranty Work, provide a plan to remedy the Defect that includes mitigation measures to address any Goods that have yet to demonstrate the Defect, which remedial plan shall be to the satisfaction of Buyer.

2.1.4 Remedies.

If Vendor is unable to remediate the Defects such that the remediated Goods or Services comply with the warranties within the time specified in the Cure Plan, Vendor shall at Buyer’s option (a) refund all payments made by Buyer for the defective Goods or Services, (b) arrange and pay for the removal of the defective Goods or Services or pay Buyer the reasonable costs incurred by Buyer to remove the defective Goods or Services, including shipping costs, and (c) pay Buyer (i) the difference between the Prices paid for the defective Goods or Services and the prices paid by Buyer for replacement goods or services (if the prices for replacement goods or services are higher than the Prices paid for the defective Goods or Services), and (ii) the reasonable costs incurred by Buyer to install the replacement goods or perform the replacement services.

2.1.5 EXCLUSIVE WARRANTIES.

EXCEPT FOR THE FOREGOING WARRANTIES, NO OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED, SHALL APPLY TO GOODS OR SERVICES. Except for Vendor’s indemnification obligations hereunder in connection with Third Party Claims against an Indemnified Party or arising out of Vendor’s negligence or willful misconduct, the remedies set forth in the foregoing Section are Buyer’s sole remedies and Vendor’s sole liability with respect to defective Goods or Services.

2.1.6 Manufacturer Warranties.

If Vendor is not the manufacturer of a Good, Vendor (a) shall secure the applicable warranties and remedies set forth in Sections 2.1.1 through 2.1.4 from the manufacturer, (b) hereby assigns the warranties and remedies to Buyer effective upon delivery of the Good, and (c) upon Buyer’s request, shall serve as Buyer’s agent for purposes of administering the warranties and remedies provided by the manufacturer and otherwise assist Buyer in obtaining warranty service from the manufacturer.

2.2 Shipping; Delivery; Risk of Loss.

2.2.1 Shipment; Delivery; Title; Incoterms.

Unless otherwise specified in the Specific Details, Vendor shall (a) pack, mark, label, document, ship, and make available for pick up by Buyer (“Delivery”) the Goods EXW (Incoterms® 2020) to the location specified in the Specific Details in accordance with Law and in such a manner as may be required for the protection of Goods from damage or destruction of hazards during shipping and delivery and using labels and tags containing adequate and accurate information with respect to use, safety, and treatment of Goods, and (b) Deliver Goods in accordance with the Need By Dates. Title to each Good shall transfer upon the earlier of (i) Buyer’s payment of any portion of the Price therefor, and (ii) transfer of risk of loss as provided herein. For clarity, risk of loss transfers from Vendor to Buyer at Delivery.

2.3 Manuals; Updates.

Concurrently with delivery of each Good, Vendor shall deliver to Buyer all installation, erection, operation, and maintenance manuals, material test reports, and material certificates (or other Vendor supplied information relating to the integrity of the Good) available for the Good not previously delivered to Buyer. Vendor shall deliver all updates to the manuals promptly upon availability and make all updates to Goods made by Vendor or a manufacturer available to Buyer.

3. Services.

3.1 Performance Standards.

Vendor shall perform Services (a) in compliance with Law, the Terms, the Specific Details, and the Need By Dates, (b) in a professional manner with the standard of care, skill, and diligence normally provided by a professional Person in the performance of services similar to the Services, and (c) using qualified, competent, experienced, and if applicable, licensed Personnel.

3.2 Permits.

Vendor shall (a) timely apply for and obtain all Permits necessary or desirable for the performance of Services prior to the commencement of the applicable Services, (b) maintain the Permits in full force and effect until completion of the applicable Services, and (c) timely perform the Services in compliance with all Permits held by Vendor or Buyer in connection with Vendor’s performance of the Services.

3.3 Safety and Security.

Vendor shall be solely responsible for the work safety and industrial hygiene of its Personnel. Prior to performing Services on a Site, Vendor shall inspect the condition of, the ingress and egress to and from, and Buyer’s operations at, the Site. Vendor shall abide by the terms and conditions set forth in Buyer’s Supplier Code of Conduct. A copy of the Supplier Code of Conduct shall be made available to Vendor online at https://www.clearwayenergygroup.com/supplier-terms/#supplier-code-of-conduct. Vendor shall also comply, and shall ensure that its contractors and subcontractors comply, with Buyer’s Contractor Safety Program Contract Requirements. A copy of the Buyer’s Contractor Safety Program Contract Requirements shall be made available to Vendor online at https://www.clearwayenergygroup.com/safety-program-contract-requirements/. By agreeing to these Terms and upon execution of a PO, Vendor is acknowledging receipt of, and compliance with, such Contractor Safety Program Contract Requirements. While on a Site, Vendor shall, and shall cause its Personnel to, comply fully with Buyer’s policies and Site-specific rules and requirements, including Buyer’s environment, health, and safety plan for the Site. Vendor voluntarily accepts all hazards and risks that may be presented in the performance of the Services at a Site, and Buyer assumes no affirmative duties with respect to the safety of Vendor’s Personnel. If an accident involving Vendor’s Personnel occurs on a Site, Vendor shall notify Buyer immediately and submit a written accident report to Buyer. If Vendor’s Personnel use Buyer’s first aid services, Vendor assumes all risks with respect thereto on its own behalf and on behalf of Vendor’s Personnel. Vendor shall promptly furnish Buyer full reports of any accidents involving person or property associated with the Services.

3.4 Hazardous Substances.

At least twenty (20) business days, or if Buyer otherwise approves, as soon as reasonably possible, before Services are performed on a Site requiring the use of hazardous chemicals or substances, Vendor shall deliver to Buyer a proposal setting forth: (a) a copy of Vendor’s hazard communication program, (b) a list of all hazardous chemicals and other substances Vendor proposes to bring onto a Site and the quantities of each, and (c) safety data sheets for each chemical and substance on the list. Buyer shall notify Vendor of any objections to the proposal within fifteen (15) business days after receipt thereof. If Buyer fails to timely object, the proposal shall be deemed approved, and Vendor may bring the listed hazardous chemicals and substances onto the Site in accordance with the proposal. As soon as practicable after Vendor’s completion of Services on a Site, Vendor shall dispose of all hazardous chemicals and substances used during the performance of Services in accordance with all Laws and Buyer’s policies.

3.5 Damage to a Site.

Vendor shall not damage any Site or the material, machinery, equipment, or other property of Buyer or Third Parties located or used thereon. Vendor shall repair or replace such damaged property, with like-kind property, at its sole cost and expense.

3.6 Liens.

Except to the extent caused by Buyer’s failure to make undisputed payments hereunder when due, Vendor shall not assume or create, and shall not permit any Vendor Personnel to assume or create, any lien or other encumbrance on a Site, any of Buyer’s property, or any of the Goods in connection with the provision of Goods or performance of Services. If Vendor fails to pay or discharge any such lien or to provide a bond in an amount and from a surety acceptable to Buyer to protect against such lien within thirty (30) days after notice of the existence thereof, Buyer may pay, discharge, or obtain a bond or security for such lien and, upon such payment, discharge, or posting of security therefor, may recover from Vendor the amount thereof, together with all expenses (including reasonable attorneys’ fees) incurred by Buyer in connection with such payment or discharge, or to set off all such amounts against any sums owed by Buyer to Vendor.

3.7 Independent Contractor.

In the performance of the Services under the PO, Vendor shall be an independent contractor and neither Vendor nor anyone used or employed by Vendor shall be deemed, for any purpose, to be the agent, employee, or representative of Buyer. Buyer shall have no direction or control of Vendor or its employees and agents except as set forth in the Terms in furtherance of the results of Services to be obtained. Vendor shall have no direction or control of any Persons other than Vendor’s Group and agents.

3.8 Cyber Security.

Vendor shall only connect Cyber Assets and Removable Media to Buyer’s industrial control system(s) and/or operation technology(ies) classified as BES Cyber Asset(s) (collectively “Buyer’s Systems”) for the provision of the Goods and Services. Prior to connecting any Cyber Asset or Removable Media to Buyer’s Systems, Vendor shall perform the following as applicable to facilitate compliance with NERC Reliability Standard CIP-003-9 (or any more recent version): (a) if Buyer has a Transient Cyber Asset checklist, Vendor shall adhere to all the requirements in such checklist; (b) if Buyer has a verification form for verification of Transient Cyber Assets or Removeable Media, Vendor shall complete or have Buyer complete such verification form; and (c) any additional Buyer requirements or procedures in place designed to verify that any such Cyber Assets or Removeable Media is free of malicious software. For purposes of this provision, “Cyber Asset,” “BES Cyber Asset” and “Transient Cyber Asset” shall each have the meaning set forth in the Glossary of Terms Used in NERC Reliability Standards. For purposes of this provision, “Removeable Media” includes, but is not limited to, floppy disks, compact disks, USB flash drives, external hard drives, and other flash memory cards/drives that contain non-volatile memory.

3.9 PW&A Requirements.

Vendor shall comply with the requirements set forth in Exhibit A attached hereto, if applicable.

3.10 Restricted Equipment and Restricted Suppliers.

Vendor shall not procure or incorporate into the Goods and Services any material that is manufactured using forced labor or using components or materials sourced from (a) the Xinjiang Uyghur Autonomous Region in the People’s Republic of China, or (b) any party listed on the Department of Homeland Security UFLPA Entity List (collectively, “Restricted Equipment”). If Vendor or Buyer discovers that any Restricted Equipment has been obtained for the Goods and Services, such party shall provide written notice thereof to the other party no later than five (5) days following the discovery thereof by such party. Upon receipt of such notice, the parties shall meet and confer to discuss corrective measures to be taken, at Vendor’s cost, in full compliance with the Law. Vendor shall cause Vendor Personnel to comply with the requirements of this Section and to refrain from procuring or utilizing Restricted Equipment in connection with the provision of Goods and Services. Notwithstanding anything in this provision to the contrary, Vendor shall not use in the provision of the Goods and Services, directly or indirectly, any company identified by (a) the U.S. Department of Commerce on its Entity List (which is currently published in 15 CFR, Subchapter C, part 744, Supplement No. 4), (b) the U.S. Department of Treasury and published in the Office of Foreign Asset’s Control’s Specially Designated Nationals and Blocked Persons (SDN) list, or (c) the U.S. Department of Energy as designated foreign adversaries or restricted equipment suppliers (collectively, the “Restricted Suppliers”). Vendor shall remain familiar with the list of Restricted Suppliers which may change from time to time during the term of the applicable PO or Separate Agreement and perform all commercially reasonable due diligence to anticipate changes to such list.

3.11 Lone Star Infrastructure Protection Act (LSIPA).

If the project to which the Goods will be delivered is located in ERCOT, Vendor represents and warrants to Buyer that none of the Goods or Services were manufactured, produced, created, or otherwise provided by an LSIPA Designated Company or LSIPA Country.

“LSIPA Designated Company” means an entity (including an LSIPA affiliate) that meets any of the company ownership or headquarters criteria listed in Texas Business and Commerce Code, Section 117.002(a)(2)(A)-(b)(2)(B) or Texas Government Code Section 2275.0102(a)(2)(A)-(b)(2)(B).

“LSIPA Designated Country” means China, Iran, North Korea, Russia, or a country designated by the Governor of Texas as a threat to critical infrastructure pursuant to Texas Business and Commerce Code, Section 117.003 or Texas Government Code, Section 2275.0103.

“Critical Electric Grid Equipment” or “CEGE” means equipment accessible by means of routable connectivity that, as installed, can be used to gain remote access to or control of ERCOT System Infrastructure, the ERCOT Wide Area Network, or Market Information System, if such equipment, if destroyed, degraded, misused, or otherwise rendered unavailable would, within 15 minutes or less of its mis-operation, non-operation, or required operation, adversely impact the reliable operation of ERCOT System Infrastructure. Redundancy of affected facilities, systems, and equipment shall not be considered when determining adverse impact. For purposes of this definition, “reliable operation of ERCOT System Infrastructure” means operating elements of ERCOT System Infrastructure within equipment and electric system thermal, voltage, and stability limits so that instability, uncontrolled separation, or cascading failures of ERCOT System Infrastructure will not occur as a result of a sudden disturbance, including a cybersecurity incident, or unanticipated failure of system elements.

“ERCOT System Infrastructure” means the transmission facilities, distribution facilities, resources, settlement only generators, and emergency response service resources that comprise the ERCOT System and the physical and virtual cyber assets used to control the ERCOT System, which is the interconnected power system that is under the jurisdiction of the Public Utilities Commission of Texas and that is not synchronously interconnected with either the Eastern Interconnection or the Western Electricity Coordinating Council.

3.12 Reporting.

On a daily basis commencing with the week prior to the expected delivery of the first batch of Goods under a PO, Vendor shall provide Buyer a weekly status report describing standby, Services performed, and providing time sheets for Services. For the avoidance of doubt, failure by Vendor to submit daily reports shall be a material breach of these Terms and Conditions of Purchase for which Buyer may withhold payments otherwise due hereunder.

4. Terms and Conditions Applicable to Goods and Services.

4.1 Prices; Audit.

4.1.1 Prices/Change Orders.

The Prices are the total prices of the Goods and Services to Buyer, and Buyer shall not be responsible to Vendor for any other charges, fees, or expenses. Buyer may modify or cancel the PO by notice to Vendor if the notice is made in advance of shipment of Goods or completion of Services. If modifications contained in a change order can reasonably be expected to necessitate an adjustment to the Prices or Need By Dates, the parties shall endeavor to reach an equitable adjustment as soon as practicable so as not to adversely affect the Prices or Need By Dates.

4.1.2 Taxes.

Before applying, charging or collecting any sales tax, use tax, gross receipts tax, or similar tax or fee (collectively, a “Transfer Tax”) in connection with Buyer’s purchase of Goods or Services from Vendor, Vendor shall consult with Buyer regarding whether such Goods or Services are subject to Transfer Tax under Law. Upon Buyer’s confirmation and agreement that any such Goods or Services are subject to Transfer Tax, Vendor’s invoice to Buyer shall separately list the Prices for taxable Goods and Services, the calculation of Transfer Tax for such taxable Goods and Services, and the resulting amount of Transfer Tax in connection with such Goods and Services. Vendor shall be responsible for the collection and timely remittance of Transfer Tax to any taxing authority, where such collection and remittance is required under Law. At the direction of Buyer, Vendor shall take such action as may be reasonably required (including the preparation, provision or acceptance, or filing of any exemption certificates or other documentation as may be required under Law) to allow any of the Goods or Services purchased by Buyer to qualify for any applicable Transfer Tax exemption, rebate, refund, credit, or deduction as may be identified by Buyer. Subject to the terms of Section 2.2.1 above, Vendor and Buyer shall also provide each other with reasonable communication and cooperation to determine and confirm the location for delivery, transfer of title, and risk of loss for Goods and Services, so as to minimize any Transfer Tax as may apply under Law.

4.1.3 Records.

Vendor shall, and shall require its subcontractors to, maintain true, correct, and complete and accurate books and records relating to the Services and the amounts billed to Buyer (collectively, “Records”) in accordance with generally accepted accounting principles and Buyer’s policies for at least four years after Vendor receives the final payment hereunder. Any representative authorized by Buyer may audit any Records and its subcontractors at any time during the term of the PO or during the four-year period after Vendor receives the final payment hereunder.

4.2 Invoice; Payment.

Vendor shall invoice Buyer within thirty (30) days after delivery of a Good or performance of a Service and cause each invoice to (a) refer to the PO, and (b) contain supporting information and documentation pertaining to the applicable Good or Service. Buyer shall pay the Prices set forth in each invoice within sixty (60) days after delivery thereof, except (a) if Buyer disputes the amount of an invoice, Buyer may withhold and offset payment of the disputed amount, and the parties shall promptly use commercially reasonable efforts to resolve the dispute as to the remainder, and (b) Buyer shall not be obligated to pay any amount set forth in an invoice delivered more than ninety (90) days after the date on which the applicable Good or Service was delivered or performed, as applicable. Vendor shall abide by the terms and conditions set forth in the Buyer’s Invoicing Guidelines. A copy of the Invoicing Guidelines shall be made available to Vendor online at https://www.clearwayenergygroup.com/invoicing-guidelines/. If a dispute occurs concerning an invoice, the deadline for payment of an invoice set forth in this Section shall be determined using the date of delivery of the correct invoice and not the date of delivery of the incorrect invoice. Buyer’s payment of an invoice does not constitute acceptance of the Services.

4.3 Default.

Vendor shall be in default under the PO if Vendor breaches any Specific Detail or Term and, if such breach is capable of being cured, does not cure such breach (a) within fifteen (15) days after Buyer gives Vendor notice of such breach, or (b) within thirty (30) days if such breach is not capable of being cured within such fifteen (15)‑day period and Vendor is diligently working to effect a cure as of the expiration of such fifteen (15)-day period, except that no cure period or notice from Buyer shall be required if (i) the default involves a (A) breach of an Applicable Section (defined below), (B) a violation of Law, or (C) failure to Deliver by the Need By Dates, or (ii) Vendor commits the same or similar breach more than one time during any six (6)-month period. Subject to the following Section, upon a default under the PO, Buyer shall be entitled to (w) suspend some or all of its performance under the PO, (x) cancel the affected Goods or Services, (y) terminate the PO and have no further obligation under the PO to Vendor, and (z) declare all or part of Vendor’s obligations to Buyer under the PO immediately due. Buyer may set off against all amounts Buyer owes Vendor all amounts Vendor owes Buyer.

4.4 Liquidated Damages.

Damages to Buyer caused by Vendor’s failure to Deliver by the Need By Dates are difficult to ascertain. Accordingly, liquidated damages may be set forth in the PO, and such liquidated damages (a) represent a fair, reasonable, and proportionate approximation of Buyer’s damages caused thereby and do not constitute a penalty, and (b) shall be the sole damages available to Buyer for Vendor’s failure to Deliver by the Need By Dates, but the liquidated damages shall not preclude Buyer’s exercise of (i) other non-monetary remedies that may be available for such default, including termination of the PO or equitable relief, or (ii) any remedies (monetary or otherwise) available for other defaults that occur concurrently with, before, or after such default.

4.5 Right to Terminate.

Buyer reserves the right to cancel, terminate or suspend, at any time, by written notice, in whole or in part, the Purchase Order. Buyer’s sole obligation in the event of a cancellation, termination or suspension shall be to pay Vendor all amounts due and not previously paid to Vendor for goods furnished or services rendered in accordance with the Purchase Order. IN NO EVENT SHALL BUYER BE LIABLE TO VENDOR FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OR ANTICIPATED PROFIT, OVERHEAD OR INDIRECT COSTS. Refusal or failure of Vendor to deliver the Goods or perform the Services in accordance with the Need By Dates or within a reasonable time if no time is specified or failure to make reasonable progress such that timely performance of the Purchase Order in accordance with the terms has been endangered shall be considered breach of the Purchase Order. The remedies herein shall be in addition to and not in lieu of any other remedies Buyer may have at law or equity.

4.6 Indemnification.

4.6.1 Clarifications.

The obligations of this Section shall apply regardless of the amount or type of insurance coverage held by Vendor, including any such coverage under any workers’ compensation act, disability act, or other employee benefit act, or any other Law that would limit the amount or type of damages, compensation, or benefits payable by or for Vendor, and shall be both independent of and not limited by or to any insurance carried or provided by Vendor pursuant to the Terms or otherwise. If the indemnities provided in this Section are contrary to the Law governing the PO, then the indemnity obligations hereunder shall be construed to apply to the fullest extent allowed by Law.

4.6.2 Indemnification Obligations and Procedure.

Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party’s Group from and against losses, costs, expenses, liabilities, damages, fines, and penalties, including court costs, reasonable attorneys’ and professionals’ fees and expenses and other litigation or settlement expenses (“Losses”) sustained or incurred by a member of such Group, including as a result of a claim, demand, or action made by a Third Party (a “Third Party Claim”), to the extent the Losses arise out of (a) bodily injury or property damages directly or indirectly caused by the Indemnifying Party’s Group or Personnel, (b) a negligent or wrongful act or omission of, or a breach of the representations, warranties, or covenants of the PO by, the Indemnifying Party’s Group or Personnel, or (c) in the case of Vendor as Indemnifying Party, (i) infringement, misappropriation, or other violation of the intellectual property rights of a Third Party by a Service or Good or Buyer’s use thereof or otherwise directly or indirectly caused by Vendor Group or Personnel, or (ii) any release of hazardous substances introduced to a Site by Vendor Group or Personnel. If a Third Party Claim is made against a member of a Group (as applicable, the “Indemnified Party”) that could reasonably be expected to result in a Loss that is subject to the indemnification obligations of this Section, or if the Indemnified Party discovers any inquiry or investigation that it believes may involve or expect to lead to a Third Party Claim that could reasonably be expected to result in such a Loss, the Indemnified Party shall promptly notify the Indemnifying Party, and the Indemnifying Party and Indemnified Party shall cooperate to defend or settle such Third Party Claim.

4.6.3 Additional Procedure for Infringement.

If a Third Party Claim has been made that a Service or Good or use thereof by Buyer has infringed, misappropriated, or violated any intellectual property or other Third Party rights, or if, in either party’s reasonable judgment, any Good or Service or the use thereof by Buyer is likely to be infringing, misappropriating, or violating (in each case, an “Infringing Item”), Vendor shall either: (a) procure for Buyer the right to continue using the Infringing Item, or (b) replace or modify the Infringing Item to make its use non-infringing while yielding substantially equivalent results in substantially the same manner. If neither of the above options are or would be available on a basis that Vendor finds commercially reasonable in its reasonable judgment after using diligent, good faith efforts, then Vendor shall terminate the PO, Buyer shall return the Infringing Item to Vendor (if the Infringing Item is a Good and return is commercially practicable), and Vendor shall refund to Buyer the Prices paid for the Infringing Item in immediately available funds within thirty (30) days of such determination. Vendor’s obligations under this Section are in addition to, and not in lieu of, its obligations under the previous Section with respect to Losses resulting from a Third Party Claim of infringement, misappropriation, or other violation of intellectual property rights.

4.6.4 Manufacturers’ Indemnities.

Vendor assigns to Buyer all of Vendor’s right, title, and interest in each applicable indemnification commitment owed to Vendor by any manufacturer of Goods for the applicable term, including any manufacturer’s indemnification obligations in the event of intellectual property infringement, misappropriation, or violation. Vendor shall cooperate with Buyer to obtain the consent of each manufacturer to the assignment of the manufacturer’s indemnification obligations to Buyer. Vendor shall execute and deliver such further instruments and take such further acts as may be reasonably requested to enable Buyer to exercise and enforce in Vendor’s name all of such rights.

4.7 Intellectual Property.

4.7.1 Buyer’s Information.

Buyer shall own all information, including data in any form, that is captured, stored, processed, or transmitted by Vendor on Buyer’s behalf. To the extent that any ownership interest in such information or data vests in Vendor, Vendor shall, and hereby does, exclusively and irrevocable assign, transfer and otherwise convey to Buyer all right, title, and interest in and to such information and data, including all intellectual property rights pertaining thereto, for no additional consideration and free and clear of all liens and other encumbrances. Buyer grants to Vendor a nonexclusive, nontransferable (except as permitted by the Terms), non-sublicensable license to such information to the extent necessary for performance of the Services.

4.7.2 Deliverables and Goods.

Buyer shall own all right, title, and interest in and to (a) the Deliverables and Goods delivered by Vendor to Buyer pursuant to the PO, including Deliverables and Goods delivered to Buyer as part of a cancelled PO prior to cancellation, and (b) all intellectual property rights and other rights in the Deliverables and Goods, except to the extent that any of the foregoing contains Vendor Materials. All intellectual property embodied in the Deliverables and Goods, other than the Vendor Materials, shall be deemed “work made for hire” within the meaning of the copyright laws of the United States. To the extent that any Deliverables or Goods do not constitute a “work made for hire,” Vendor hereby assigns, and upon creation of each Deliverable and Good automatically assigns, to Buyer, its successors and assigns, all right, title, and interest in such Deliverable or Good and in all applicable intellectual property rights therein, other than the Vendor Materials, for no additional consideration and free and clear of all liens and other encumbrances. Vendor shall execute such further documents and perform such further acts as may be necessary or desirable to perfect the foregoing assignment and Buyer’s ownership of such rights in the Deliverables and Goods and to protect Buyer’s rights in the intellectual property embodied in such Deliverables and Goods. Vendor hereby waives all claims that Vendor may have now or may hereafter have in any jurisdiction to so-called “rental rights,” “moral rights” and all rights of “droit moral” with respect to the Deliverables and Goods and to the results and proceeds thereof. If for any reason the Buyer is unable to secure Vendor’s signature on any document needed to apply for, perfect, or otherwise acquire title to the intellectual property rights granted to it hereunder, or to enforce such rights, Vendor hereby appoints Buyer as Vendor’s attorney-in-fact (this appointment to be irrevocable and coupled with an interest) solely to act on Vendor’s behalf and to execute such documents and perform such acts with the same legal force and effect as if executed by Vendor.

4.7.3 Vendor Materials.

Vendor shall own its (a) working papers, (b) preexisting materials and intellectual property, and (c) general skills (collectively, “Vendor Materials”). Vendor shall deliver to Buyer copies of, and hereby grants to Buyer a perpetual, irrevocable, nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable right and license to use, reproduce, distribute, modify, prepare derivative works of, make, have made, offer to sell, sell and import all Vendor Materials necessary to make use of the Goods and Deliverables. To the extent Vendor incorporates into any Goods or Deliverables software or other intellectual property or works of Third Parties licensed by Vendor from Third Parties, Vendor shall cause Buyer to have a perpetual, irrevocable, nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable right and license to use, reproduce, distribute, modify, prepare derivative works of, make, have made, offer to sell, sell and import such Third Party software or other intellectual property or works.

4.8 Confidentiality.

Vendor shall keep confidential and not disclose to any Person any (a) non-public documents and information designated by Buyer as “proprietary” or “confidential” or that Vendor knows or has reason to know Buyer treats as confidential, (b) business and investment opportunities disclosed by Buyer, (c) proprietary information of Buyer disclosed in oral or other media form that is identified in writing as confidential within thirty (30) days following the disclosure, (d) business plans and methods, customer information, engineering, operating, and technical data of Buyer, and (e) all data, in any form, that was recaptured, stored, processed, or transmitted by Vendor on Buyer’s behalf.

4.9 Compliance with Buyer Policies.

Vendor shall, and shall cause its Personnel to, perform Services and provide Goods in accordance with all Buyer’s policies.

4.10 Buyer Right of Inspections and Tests.

Buyer and its Personnel may inspect and test (a) the Goods and any quality assurance or other records related to the Goods during their design, manufacture, processing, construction, preparation, delivery, and completion, at reasonable times upon reasonable advance notice and in a manner that does not unreasonably interfere with Vendor’s operations, and (b) all Services at any reasonable time and place, including the plant or yard of Vendor or any of its Personnel, and Vendor shall assist Buyer and its Personnel in carrying out such inspections and tests of the Goods and Services. Unless otherwise stated in writing by Buyer, Buyer’s performance of (or failure to perform) any inspection or test shall not be deemed (i) an assumption of risk, liability, or control over Vendor or its Personnel, (ii) an acceptance or approval of the Services, or (iii) a waiver of (A) Vendor’s obligation to perform the Services or (B) Buyer’s right to make a claim for Losses hereunder.

4.11 Limitation of Liability.

Neither party shall be liable to the other for special, indirect, consequential, or punitive damages, except (a) to the extent any such damages arise out of a release of hazardous substances, or from a party’s, its Group’s, or its Personnel’s (b) indemnification obligations hereunder in connection with a Third Party Claim, (c) breach of its confidentiality obligations hereunder, (d) gross negligence or willful misconduct, or (e) in the case of Vendor as liable party, (i) infringement, misappropriation, or other violation of the intellectual property or other proprietary rights of a Third Party by the Goods or Services or the use thereof by Buyer, or (ii) if Exhibit A applies, lost tax credits due to Vendor’s failure to comply with the provisions of Exhibit A.

4.12 Insurance.

Vendor shall provide and maintain insurance underwritten by carriers with an AM Best’s insurance rating of A-VIII or higher and authorized to provide the following insurance: (a) statutory workers compensation and employers liability insurance, with employers liability limits of not less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease, (b) Commercial General Liability Insurance written on a CG 00 01 form or equivalent with limits of not less than $2,000,000 each occurrence; $2,000,000 Products/Completed Operations aggregate (carried through the applicable State products liability statute of repose); and $2,000,000 annual aggregate, (c) Automobile Liability Insurance with a limit of not less than $1,000,000 combined single limit, (d) Excess or Umbrella Liability insurance on at least a following form basis in excess of the underlying insurance described in the foregoing paragraphs with a limit of not less than $10,000,000 per occurrence and Products/Completed Operations aggregate (carried through the applicable State products liability statute of repose), (e) if Goods or Services include electronic or computer technology, Professional Liability insurance covering bodily injury and property damage and cyber liability for computer technology, with limits not less than $2,000,000 per claim and $4,000,000 aggregate, and (f) such other insurance as is typically carried by Persons performing services similar to the Services (the “Required Insurance”). Vendor shall maintain the Required Insurance at its sole expense at all times from the date of the PO until the end of the Warranty Period or other time periods stated herein. The Required Insurance shall be endorsed to (a) name Buyer Group as additional insureds or provide blanket additional insured status that covers Buyer Group as additional insureds, except in the case of Workers’ Compensation and Professional Liability (E&O) Insurance, covering both ongoing operations and products/completed operations, (b) be primary and non-contributory as to insurance held by any member of Buyer Group, and (c) include waivers of all subrogation rights of the insurers against Buyer Group. Within thirty (30) days after issuance of the PO, Vendor shall furnish Buyer with ACORD certificates of insurance establishing compliance with the Required Insurance and attaching copies of the additional insured, primary and non-contributory, and waiver of subrogation endorsements. Receipt of any such certificates shall not constitute acceptance thereof or a waiver of Vendor’s responsibilities hereunder.

4.13 No Assignment.

Vendor shall not assign, delegate, or subcontract all or any portion of the PO, including assignments of any interests in revenues or fees paid by Buyer under the PO, without the prior consent of Buyer. Any attempted assignment, delegation, or subcontracting without Buyer’s prior consent shall be void. If an assignment is consented to by Buyer, Vendor shall ensure that such assignee shall comply with the PO, and Vendor shall be liable for any Losses arising out of such assignee’s non-compliance. The PO is binding upon the parties hereto and upon their respective successors and assigns.

4.14 Injunctive Relief.

If Vendor violates, or threatens to violate the Sections entitled “Independent Vendor,” “Confidentiality,” and “No Publication” (each, an “Applicable Section”), Buyer shall be entitled to immediate and permanent injunctive relief in addition to all other rights and remedies it may have at law or in equity. If Buyer is required to take legal action to enforce the covenants contained in an Applicable Section, or to enjoin Vendor from violating an Applicable Section: (a) Buyer shall be entitled to recover, as part of its damages, its reasonable legal costs and expenses for bringing and maintaining any such action; and (b) posting of a bond or cash shall not be required as a pre-condition to the issuance of the relief sought.

4.15 Governing Law; Venue.

The PO shall be governed by the Laws of the State of New York, other than such laws, rules, regulations, and case law that would result in the application of the laws of a jurisdiction other than the State of New York. Any litigation under the PO shall be brought and maintained solely in the appropriate state court located in the City and County of San Francisco, California, or the federal courts for the Northern District of California, and the parties consent to personal jurisdiction in the State of California. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THE PO. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the PO.

4.16 Cumulative Remedies; No Waiver.

Except as specifically set forth herein with respect to Defective Goods and failure to Deliver by the Need By Dates, the remedies of the parties hereunder are cumulative and in addition to all rights and remedies at law and in equity. No delay in exercising or failure to exercise a right or remedy shall impair that or any other right or remedy or be construed as a waiver of any such right or remedy.

4.17 Force Majeure.

To the extent, a party is rendered wholly or partly unable to perform, or is delayed in the performance of, its obligations under the PO due to an event that (a) is beyond its reasonable control, (b) is not the result of negligence, willful misconduct, breach of contract, or intentional act or omission of the affected party, and (c) could not reasonably be anticipated as of the date of the PO (a “Force Majeure”), such failure to perform or delay in performance shall not constitute a breach of the PO, so long as the affected party (i) notifies the other party as soon as practicable following the commencement of the Force Majeure, (ii) takes reasonable steps to avoid or remove the Force Majeure, and (iii) resumes performance when and to the extent the Force Majeure is removed. Unless a Force Majeure substantially frustrates the performance of a party’s obligations under the PO, the Force Majeure shall not operate to excuse, but only delay performance, and the obligations of such party shall be extended in an amount of time equal to the time of such delay. If a Force Majeure delays Vendor’s delivery of Goods or performance of Services for a period of thirty (30 days) or more, Buyer shall have the right, in its sole discretion, to terminate the PO without penalty by notice to Vendor.

4.18 Notices.

All change orders, consents, notices, or other communications that are required or permitted to be given to the parties under the PO shall be (a) sufficient in all respects if given in writing and delivered in person or by electronic mail, overnight courier, or certified mail, postage prepaid, return receipt requested, to the receiving party at the address or email address shown in the Specific Details, or to such other address or email address as such party may have given to the other by notice pursuant to this Section; and (b) deemed delivered, given, and received (i) on the date of delivery, in the case of delivery via personal delivery or electronic mail, (ii) on the delivery or refusal date, as specified on the return receipt in the case of certified mail, or (iii) on the tracking report, in the case of overnight courier.

4.19 No Publication.

Vendor shall not use Buyer’s name or the fact that Vendor is selling Goods to or performing Services for Buyer in any press releases, media statements, or public communications without Buyer’s prior consent. Vendor shall not use Buyer’s name, logos, copyrights, trademarks, service marks, trade names, or trade secrets in any way without Buyer’s prior consent, and Buyer shall not be deemed to have granted Vendor a license of, or granted Vendor any rights in, any of the foregoing by entering into the PO.

4.20 Entire Agreement; Amendment; Severability.

The PO contains the entire agreement of the parties relating to the subject matter of the PO and supersedes all prior and contemporaneous agreements, understandings, usages of trade and courses of dealing, whether written or oral, except for any terms and conditions contained in a Separate Agreement. The PO may be altered, amended, or revoked only by issuance of a new PO or written change order issued by Buyer that specifies the Section of the Terms to be altered or amended. If any provision of the PO shall be held void or unenforceable, the remaining provisions shall remain in full force and effect.

4.21 Further Assurances.

The parties hereto shall cooperate fully with each other and execute such further instruments, documents, and agreements, and shall give such further written assurances, as may be reasonably requested by another party to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intent and purposes of the PO.

4.22 Counterparts.

If signatures are required on the face of the PO, (a) the PO may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one document, and (b) a signature in “PDF” format or an electronic signature on the PO shall be deemed an original and be binding upon the party against whom enforcement is sought.

4.23 Survival.

All provisions of these Terms and Conditions of Purchase and any applicable PO that reasonably survive the termination of these Terms and Conditions of Purchase or applicable PO in order to give full force and effect to the intent of the Parties shall remain in effect and be enforceable following such termination to such extent, subject to all applicable statutes of limitations.

EXHIBIT A

PW&A Requirements

Section 1. Definitions.

(a) “Apprenticeship Penalties” has the meaning set forth in Section 3 of this Exhibit A.

(b) “Apprenticeship Requirements” means (1) the requirements under (i) Code sections 45(b)(8) or 45Y(g)(10) (whether applicable directly or under a provision of the Code that applies the same) with respect to the production tax credits, or (ii) Code sections 48(a)(11) and 48E(d)(4) (whether applicable directly or under a provision of the Code that applies the same) with respect to the investment tax credits, as applicable, and subject to (2) qualifying for an applicable exception provided for in Code section 45(b)(8)(D)(ii) (whether applicable directly or under a provision of the Code that applies the same), as such requirements and exception are interpreted in the Treasury Regulations thereunder and any Future Guidance.

(d) “Construction, Alteration or Repair” has the meaning given in Code Section 45(b)(7), which pursuant to Treasury Regulations section 1.45-7(d)(3), has the same meaning as the terms “construction, prosecution, completion, or repair” under 29 CFR 5.2 (and any now existing or future U.S. Department of Labor applications or interpretations thereof unless disclaimed by the IRS), and shall be as provided in Future Guidance.

(e) “Future Guidance” means any guidance issued by the Secretary of the U.S. Department of the Treasury (including any guidance issued by the IRS and including any guidance issued by the U.S. Department of Labor to the extent the latter is adopted by the former) and any court determinations, in each case interpreting the requirements under Code sections 45(b)(7) and 45(b)(8), 45Y(g)(9) and 45Y(g)(10), 48(a)(10) and 48(a)(11), or 48E(d)(3) and 48E(d)(4), as applicable, after the Effective Date.

(f) “Governmental Authority” means any national, federal, state, county, autonomic, regional, province, town, city, utility, or municipal government, whether domestic or foreign, or other administrative, regulatory or judicial body of any of the foregoing.

(g) “Inflation Reduction Act” means U.S. Public Law 117-169 and all regulations and guidance promulgated thereunder, including Treasury Regulations published at 89 Fed. Reg. 53184 on June 25, 2024, Treasury Regulations published at 89 Fed. Reg. 100598 on December 12, 2024, and Treasury Regulations published at 90 Fed. Reg. 4006 on January 15, 2025 and Future Guidance.

(h) “Labor Hours” has the meaning given in Code section 45(b)(8)(E)(i), as interpreted in Treasury Regulations section 1.45-8(g)(7) and any Future Guidance.

(i) “Locality” means the county and state in which the Project is located.

(j) “Prevailing Wage Penalties” has the meaning set forth in Section 2 of this Exhibit A.

(k) “Prevailing Wage Rates” means wages at rates not less than the prevailing rates for Construction, Alteration or Repair of a similar character in the Locality as most recently determined by the U.S. Department of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, U.S. Code as of the date that the Terms were (i) executed by Buyer or (ii) modified to include additional substantial Construction, Alteration or Repair work not within the scope of work of the Terms (or for work required to be performed for an additional time period not originally obligated) (as applicable, the “PW Rate Date”), so the Project will satisfy the Prevailing Wage Requirements and Apprenticeship Requirements.

(l) “Prevailing Wage Requirements” means the requirements under (i) Code sections 45(b)(7) or 45Y(g)(9) (whether applicable directly or under a provision of the Code that applies the same) with respect to the production tax credits or (ii) Code sections 48(a)(10) or 48E(d)(3) (whether applicable directly or under a provision of the Code that applies the same) with respect to the investment tax credits, as applicable, as (in either case) such requirements are interpreted in the Treasury Regulations thereunder and any Future Guidance.

(m) “Project” means Buyer’s project, located in the Locality.

(n) “Qualified Apprentice” means an individual that meets the requirements under Code section 45(b)(8)(E)(ii) (whether applicable directly or under a provision of the Code that applies the same), as such is defined in Treasury Regulations section 1.45-8(g)(8) and any Future Guidance.

(o) “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the U.S. Department of Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Section 2. Prevailing Wage Requirements. Vendor shall reasonably cooperate with Buyer in connection with Buyer’s efforts to satisfy the Prevailing Wage Requirements, including, as applicable, ensuring:

(a) with respect to the performance of any work by Vendor or its subcontractors (of any tier) of Vendor on the Project that constitutes Construction, Alteration or Repair,

(i) Vendor pays Prevailing Wage Rates to all individuals whose duties are manual or physical in nature (including, without limitation, those workers who use tools or who are performing the work of a trade) and includes apprentices, helpers, and foremen who devote more than twenty percent (20%) of their time during a workweek to the foregoing types of duties, and, in the case of contracts subject to the Contract Work Hours and Safety Standards Act, watchmen or guards but excludes individuals employed in a bona fide executive, administrative, or professional capacity (as defined in 29 CFR Part 541), whether utilized as an employee or independent contractor (any such individual, as such terms may be further interpreted by Future Guidance, a “Laborer” or a “Mechanic”) providing services to Vendor, and

(ii) its subcontractors (of any tier) pay Prevailing Wage Rates to their respective Laborers and Mechanics, in connection with the work that constitutes Construction, Alteration or Repair, and

(b) Vendor within 20 days of written demand from Buyer (but in any event before the date which is 180 days after the date of any final determination (as defined in Treasury Regulations section 1.45-7(c)(4)(ii)) by a Governmental Authority) (1) retroactively adjusts, and causes each applicable subcontractor (of any tier) to retroactively adjust, the wages of each affected Laborer or Mechanic employed in the performance of any work that constitutes Construction, Alteration or Repair so that such Laborers and Mechanics are paid Prevailing Wage Rates for such work, (2) pays interest on such amounts as determined under Code section 45(b)(7)(B)(i)(I)(bb), where required, and (3) indemnifies or pays Buyer for any penalty determined under Code section 45(b)(7)(B)(i)(II) and section 45(b)(7)(B)(iii) on an after-tax basis (the amounts to be paid under clauses (1), (2) and (3), the “Prevailing Wage Penalties”). Where possible, any payment of Prevailing Wage Penalties shall occur before the last day of the first month following the end of the calendar quarter in which the failure to comply with the Prevailing Wage Requirements occurred.

(c) If there are Laborers or Mechanics for which no Prevailing Wage Rates have been published by the Secretary of the U.S. Department of Labor on the U.S. Department of Labor Wage Website with respect to the applicable Project or the Secretary of the U.S. Department of Labor has issued a prevailing wage determination for the geographic area and type of construction, but one or more labor classification for the work that will be done on such Project by the Laborers and Mechanics is not listed, as of the date of the PW Rate Date or any subsequent date, Vendor shall, as promptly as possible, request such relevant wage determination and labor classification from the U.S. Department of Labor consistent with Treasury Regulations section 1.45-7(b)(3) (or any successor provision). Following Vendor’s receipt of a supplemental wage determination from the U.S. Department of Labor for such Laborers or Mechanics pursuant to this Section 2(c) of this Exhibit A, such supplemental wage determination is hereby automatically incorporated into this Exhibit A by reference without further action by the Parties.

(d) Vendor shall post, in a prominent place at the Project, during the work hereunder that is Construction, Alteration or Repair, the Prevailing Wage Rates for all classifications of work performed or to be performed as part of such work, together with instructions on how Laborers and Mechanics may contact each Buyer’s, Vendor’s, and if applicable, subcontractor’s (of any tier) personnel department or each Buyer’s, Vendor’s and if applicable, subcontractor’s (of any tier) manager to report suspected failures to pay the Prevailing Wage Rates and/or suspected failures to classify workers in accordance with the applicable Prevailing Wage Rate determinations, employment tax violations or violations of workplace standard laws, provide notice of the rights conferred by the whistleblower provisions of the Taxpayer First Act in Section 7623(d), and provide an opportunity for appropriate Laborers or Mechanics to acknowledge that, in order to be eligible to claim certain tax benefits, the Buyer must ensure that Laborers and Mechanics in the work at the Project are paid wages at rates not less than the Prevailing Wage Rates. Vendor shall have in place procedures whereby Laborers or Mechanics can report (without retaliation or adverse action) suspected failures to pay Prevailing Wage Rates or suspected failures to classify workers in accordance with the applicable wage determinations, employment tax violations or violations of workplace standard laws to appropriate personnel departments or managers. Vendor shall (and shall cause its subcontractors (of any tier) to) retain records documenting any investigation taken regarding any such complaints and any actions taken to remedy the situation. Furthermore, Vendor shall (and shall cause its subcontractors (of any tier) to) have internal controls to prevent failure to pay the Prevailing Wage Rates and classify workers in accordance with the Prevailing Wage Rate determination, employment tax violations and violation of workplace standard laws. Vendor (and its subcontractors (of any tier)) shall provide all Laborers and Mechanics with individual paystubs (or access thereto) reflecting the amount they were paid per pay period (including the specific hourly rate and all deduction from wages).

(e) Within ten (10) days of Buyer’s request at reasonable times from time to time, Vendor shall certify in writing that Vendor has compensated, and has caused its subcontractors (of any tier) to compensate, all Laborers and Mechanics performing any work on the Project that constitutes Construction, Alteration or Repair at Prevailing Wage Rates, which certificate shall incorporate by reference the documentation and records provided under Section 4 of this Exhibit A and, if necessary, shall be accompanied by such additional documentation and records to support such certification.

(f) Vendor represents and warrants that it and its subcontractors (of any tier) have not been debarred by a municipality, State, or the U.S. Department of Labor for violations related to the underpayment of local, State or federal Prevailing Wage Rates.

Section 3. Apprenticeship Requirements.

(a) Vendor shall fully cooperate with Buyer in connection with Buyer’s efforts to satisfy the Apprenticeship Requirements during the performance of work for construction of the Project prior to the Project being placed in service and not to such alterations and repairs occurring after the Project is placed in service, including, as applicable, ensuring that:

(i)(1) not less than the “applicable percentage” (as defined in Code section 45(b)(8)(A)(ii), Treasury Regulations and any Future Guidance with respect to the foregoing) of the total Labor Hours of work by Vendor and any subcontractor (of any tier) of Vendor that constitutes Construction, Alteration or Repair (including such work performed by any subcontractor (of any tier)) with respect to the Project shall be performed by Qualified Apprentices in compliance with the Apprenticeship Requirements, (2) Vendor and each subcontractor (of any tier) of Vendor with four or more individuals performing work that constitutes Construction, Alteration or Repair has at least one Qualified Apprentice performing work with respect to the Project that constitutes Construction, Alteration or Repair, and (3) Vendor and each subcontractor (of any tier) of Vendor complies with any applicable requirements for “apprentice-to-journeyworker ratios” required by Code section 45(b)(8)(B), Treasury Regulations section 1.45-8(c) and any Future Guidance with respect to the foregoing on a daily basis, it being understood that any apprentice that would cause such ratio as to the work on any day to exceed the required “apprentice-to- journeyworker ratio” shall be paid the Prevailing Wage Rates and hours worked by such apprentice shall not count to satisfy the “applicable percentage” under clause (i)(1) above but such hours will be counted toward the total Labor Hours;

(ii) Vendor demonstrates to Buyer’s satisfaction that it and each subcontractor (of any tier) satisfies the “good faith effort” exception in Code section 45(b)(8)(D)(ii) (as provided in the Treasury Regulations thereunder and any Future Guidance); or

(iii) Vendor within thirty (30) days of written demand from Buyer indemnifies or pays Buyer for any penalty determined under Code section 45(b)(8)(D)(i)(II) and section 45(b)(8)(D)(iii) on an after-tax basis to the extent such penalty was caused by Vendor’s or its subcontractor’s (of any tier) failure to comply with the Apprenticeship Requirements (the “Apprenticeship Penalties”).

(b) To the extent Vendor or any of its subcontractors (of any tier) seeks to rely on Section 45(b)(8)(D)(ii) (or any similar provision or any provision incorporating such provision by reference), such reliance with respect to any single request to an apprenticeship program shall not last longer than 365 days (366 days in case of a leap year) and provided that, within five (5) days of such request being sent, such request (along with any follow up correspondence after an initial request is made or after receipt of a non-substantive response (as described in Treasury Regulations section 1.45-8(f)) is provided to the Buyer and provided further that, if it is determined that there is no apprenticeship program that has a geographic area of operation that includes the “site of work”, proof demonstrating the search for such a program shall be provided to the Buyer.

(c) Within ten (10) days of Buyer’s request from time to time, Vendor shall certify in writing under penalties of perjury that Vendor and its subcontractors (of any tier) have satisfied the Apprenticeship Requirements, which certificate shall incorporate by reference the documentation and records provided under Section 4 and, if necessary, shall be accompanied by such additional documentation and records to support such certification.

Section 4. Cooperations and Reporting.

(a) Vendor shall cooperate with Buyer in the provision to or filing with any tax insurance company or underwriter, tax equity, credit transferee or Governmental Authority of information, registration or other requirements associated with the satisfaction of the Prevailing Wage Requirements, Apprenticeship Requirements, or Code sections 6417 or 6418, including permitting Buyer or its agents to interview workers associated with the work, including as provided in Treasury Regulations section 1.45-12. Vendor shall provide the information described in this Section 4 (as to its Laborers and Mechanics and as to those of its Subcontractors) in such format as may be reasonably requested by Buyer such that the information may be incorporated into the analysis, tracking and/or reporting to be performed by Buyer’s consultant regarding compliance with the Prevailing Wage Requirements and Apprenticeship Requirements (which may be in such format as may be necessary to transmit the same to the tracking tool used by Buyer’s consultant).

(b) In the event of any dispute with a Governmental Authority regarding satisfaction of the Prevailing Wage Requirements, or Apprenticeship Requirements, with respect to the work hereunder, Vendor shall within thirty (30) days of written demand from Buyer indemnify Buyer for the costs associated with defending such dispute. Vendor shall, and shall cause any subcontractor (of any tier) performing any such work that constitutes Construction, Alteration or Repair to, maintain and provide Buyer with certified payroll summaries and other documents and records described below or that are reasonably requested by Buyer (in writing) to demonstrate compliance by Vendor and any subcontractor (of any tier) with the Prevailing Wage Requirements and Apprenticeship Requirements, which documents and records shall include, but not be limited to any documents or records, with respect to each Laborer, Mechanic and Qualified Apprentice who performed work hereunder that constitutes Construction, Alteration or Repair, described in subparagraphs (a) through (n) below of subparagraph (iii) below.

(c) Within thirty (30) days after the end of each calendar month and after completion of the work hereunder, Vendor shall provide a complete accounting of all information necessary to demonstrate that the work hereunder that constitutes Construction, Alteration or Repair up through the end of such calendar month or upon completion of the work hereunder, as relevant, satisfies the Prevailing Wage Requirements and Apprenticeship Requirements. As a condition to acceptance of any warranty work, Vendor shall provide any updates to the foregoing report to document satisfaction of the Prevailing Wage Requirements, and Apprenticeship Requirements related to any warranty work performed on the Project. During the conduct of any warranty work, Vendor shall provide monthly updates to such reports as to such warranty work. Vendor shall ensure that each contract with each subcontractor (of any tier) as to the Project reflects that Buyer is an intended third party beneficiary of such contract. Vendor shall provide:

(i) At least thirty (30) days prior to mobilizing under the Terms, the expected work classifications for all work hereunder that is Construction, Alteration or Repair by Vendor (or its subcontractors (of any tier));

(ii) With five (5) days after work hereunder that is Construction, Alteration or Repair begins, a schedule of U.S. Department of Labor wage determinations for the Locality (as most recently determined as of the PW Rate Date) for heavy construction for each work classification to be employed by Vendor (or its subcontractors (of any tier)) in the work hereunder that is Construction, Alteration or Repair to the extent that such wage determination schedule is available for each work classification;

(iii) Within thirty (30) days after the end of each month, for work hereunder that is Construction, Alteration or Repair, a certified payroll report containing the following information for each week that such work was performed in the immediately preceding month and a completed and signed certification equivalent to that found on page 2 of the U.S. Department of Labor’s Payroll form number WH-347:

(a) Name, address, telephone number, email address, and individual identifying number (e.g. last four digits of social security number) of each worker by work classification who performed work hereunder on the Project;

(b) Project, located in the Locality;

(c) U.S. Department of Labor work classification of such worker and, as to any worker claimed not to be a Laborer or Mechanic, documentation supporting the basis of such claim and the applicable wage determination;

(d) Job description of such worker;

(e) Hourly rate of pay for the work, including any bona fide fringe benefit contributions or costs separately state for each U.S. Department of Labor work classification;

(f) Records to support any contribution irrevocably made on behalf of a Laborer or Mechanic to a trustee or other third person pursuant to a bona fide fringe benefit program, and the rate of costs that were reasonably anticipated in providing bona fide fringe benefits to Laborers and Mechanics pursuant to an enforceable commitment to carry out a plan or program described in 40 U.S.C. 3141(2)(B), including records demonstrating that the enforceable commitment was provided in writing to the Laborers and Mechanics affected;

(g) Hours worked each day of the workweek (by day and date) by such worker broken down between standard work week hours and overtime;

(h) Total hours (standard and overtime) worked for each worker, by work classification;

(i) Total wages paid for each pay period gross and net (including identifying any deductions from wages, including FITW and FICA separately stated);

(j) Identification of individuals who are apprentices (if any);

(k) Total number of Labor Hours worked by Qualified Apprentices;

(l) Records to support wages paid to any apprentices at less than the applicable Prevailing Wage Rates, including records reflecting the registration of the Qualified Apprentices with a registered apprenticeship program and the applicable wage rates and apprentice-to-journeyworker ratios prescribed by the apprenticeship program;

(m) Amount and timing of any correction payments and documentation reflecting the calculation of the correction payments and any calculations as to any claimed exemption from or waiver of such correction payments; and

(n) Records related to any complaints received by Buyer, Vendor, or subcontractor (of any tier) that the Buyer, Vendor, or subcontractor (of any tier) was paying wages less than the applicable Prevailing Wage Rates performed by Laborers and Mechanics with respect to the Project and steps taken to investigate and take appropriate action on such complaints.

(iv) Within thirty (30) days of a written request from Buyer, the full social security number and last known address of each worker who performed Construction, Alteration or Repair work hereunder on the Project (which, if directed by Buyer, shall be provided to a third party who is required by contract or professional ethics to keep such information confidential);

(v) Within thirty (30) days after the end of each month until final completion of the Project, for work hereunder that is Construction, Alteration or Repair, a report containing the following information for each week that such work was performed in the immediately preceding month, a list of Qualified Apprentices registered in bona fide apprenticeship programs employed by Vendor (or its subcontractors (of any tier)) in the work hereunder that is Construction, Alteration or Repair, along with the name of the apprenticeship program and the governmental organization where that apprenticeship program is registered (including proof of such registration) and the period for which such Qualified Apprentice is registered, and documents reflecting the standards and requirements of any such registered apprenticeship program, including the applicable ratio requirement prescribed by each such registered apprenticeship program from which Buyer, Contractors, or any subcontractors (or any tier) employ Qualified Apprentices;

(vi) Evidence of the use of and compliance with an apprenticeship utilization plan, if applicable;

(vii) Within thirty (30) days after the work hereunder that is Construction, Alteration or Repair begins, a copy of the apprenticeship program agreement for each Qualified Apprentice, if not readily available online, a copy of the agreement between the program and the Qualified Apprentice containing the terms and conditions of employment and training, and a copy of the calculation of each Qualified Apprentice’s pay, based on the apprenticeship program agreement and the wage for the Qualified Apprentice’s classification;

(viii) Within thirty (30) days after the work hereunder that is Construction, Alteration or Repair begins, records, documents and correspondence of Vendor (or its subcontractors (of any tier)) for each Qualified Apprentice requested from a qualified apprenticeship program to work under the Terms, as amended, including (i) copies of the written apprentice requests, (ii) responses received, and (iii) documentation of no response received within the five day time period required to meet the “good faith effort” exception under Code section 45(b)(8)(D)(ii), it being understood that such “good faith effort” exception is not met if the apprenticeship program’s denial is because Vendor (or its subcontractors (of any tier)) refuses to comply with the standards and requirements of the apprenticeship program and that any such “good faith effort” exception is only valid for 365 days (366 days in case of a leap year);

(ix) Within thirty (30) days after Construction, Alteration or Repair work begins, records evidencing that the posting, notice and opportunity to acknowledge described in Section 2 of this Exhibit A was made and given;

(x) Within thirty (30) days after the end of each month until placement in service of the Project, apprenticeship records on Labor Hours, apprenticeship ratio, and apprenticeship participation, including (1) the calculation of the Labor Hours to be performed by apprentices on the Project hereunder, to include a running total of Labor Hours completed compared to total Labor Hours forecasted, (2) the daily ratio of apprentices to journeyworkers as determined by the U.S. Department of Labor or the applicable state apprenticeship agency to meet the apprenticeship ratio requirement, and (3) confirmation that for four or more journeyworkers employed and performing work hereunder that is Construction, Alteration or Repair, there are one or more apprentices employed and performing such work that is Construction, Alteration or Repair, as required by the apprentice participation requirement; and

(xi) Vendor shall provide to the Buyer copies of executed contracts for work hereunder that is Construction, Alteration or Repair with any subcontractor (of any tier).

Section 5. Record Retention. Vendor shall keep and maintain, for a period determined by Buyer (up to fifteen (15) years) beginning on the placement in service (under the Code) of the Project (or, if any audit or related proceeding is ongoing, the duration of such audit or proceeding), detailed and accurate records with respect to the performance by Vendor or any subcontractor (of any tier) of the work hereunder in support of Buyer’s efforts to satisfy the Prevailing Wage Requirements and Apprenticeship Requirements under Code sections 45, 45Y, 48, 48E, 6417 and/or 6418, including certified payrolls and/or paystubs for Laborers and Mechanics employed in the performance of such work, their activities and payments (including fringe benefits) as to each such activity and all records reflecting which Laborers and Mechanics are Qualified Apprentices, journeyworkers and the hours performed by each and the location of each such hour was performed. During such period, Vendor shall make available such records to Buyer from time to time as Buyer may reasonably request, which may be used by Buyer solely in connection with its efforts to satisfy the Prevailing Wage Requirements and Apprenticeship Requirements under Code sections 45, 45Y, 48, 48E, 6417 and/or 6418 and qualify for the 5-times multiplier. After such period and before disposing of or destroying such records, Vendor shall notify Buyer in writing of its intention to dispose of or destroy such records and, if Buyer notifies Vendor in writing within thirty (30) days of receipt of such notice that it desires to maintain such records, Vendor shall deliver such records to Buyer within thirty (30) days of Vendor’s receipt of such notice from Buyer. Vendor shall cooperate with Buyer in connection with any tax return preparer, tax insurance provider or underwriter, tax equity or audit by Governmental Authority with respect to the tax credits claimed with respect to the Project. Section 4 and this Section 5 of this Exhibit A shall survive the expiration or earlier termination of the Terms.