REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013

PART I - GENERAL In support of its goal to transform the City of Rutland into the Solar Capital of New England, Green Mountain Power (GMP) will commission development of a photovoltaic (PV) generating facility (Project) to be constructed on the rooftop of GMP’s Electrical Maintenance Building (EMAC) at 362 Green Hill Lane in Rutland. GMP’s goal is to install the highest kilowatt (kW) system possible on the roof while effectively balancing lifecycle costs. An initial estimate suggests about 70 kW is possible on the main roof labeled in Attachment A as “GMP – EMAC Main Roof”. GMP requests that Bidders also advise on the feasibility of two additional roof areas labeled in Attachment A as “GMP EMAC - Potential Roof 1” and “GMP EMAC - Potential Roof 2”. Ideally, all three roof areas will be utilized. The Project will interconnect with the GMP three-phase electrical distribution system onsite. GMP will own, operate, and maintain the Project, known as “Otter Creek Solar Farm.” The target date for the Project to be fully operational is October 21, 2013. Permitting timing may present challenges to this aggressive schedule, but GMP requests that Bidders make an effort to achieve the milestones within their control as quickly as possible. Respondents to this Design, Procure & Construct RFP should explain their previous experience in the successful design and installation of PV generating facilities of this Project’s type. Please see the GMP website for updates, preliminary site plans, layouts, etc. These will be available shortly after this RFP is issued. http://www.greenmountainpower.com/creative/solar/solar-projects-/

PART II - SCOPE OF WORK The successful Bidder will identify and manage all site restrictions and limitations Respondents should clearly enumerate any and all other limitations or restrictions that must be considered and explain how they will be managed. The successful Bidder will design and construct the Project. Work to be performed will include: PV Array: The constructed system will be an electrical power production facility consisting of PV arrays and associated equipment (e.g., inverters, racking, foundations, controls, cabling, inverter shed, electrical cabinets, etc.). The Project requires all design parameters, specifications, drawings, documentation to support construction, operation and maintenance of the completed Project. The PV system (i.e., arrays and related equipment) shall be designed to accommodate the solar installation, taking into account restrictions including, but not limited to, rooftop structural Page 1 of 15

REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 considerations, site conditions, pipes, utilities (e.g., possible CATV, gas, water, electric, etc.), ingress and egress, future system operations and maintenance, etc. Rationale for chosen design parameters for the Project is required. The winning bidder is required to take special care to ensure compliance with all applicable environmental rules and regulations during the planning and construction process. The Project requires a description of milestones, site work and preparation, foundations, framing, PV solar panels, electric distribution system and / or upgrades to the existing site system, conduits, system protection equipment, inverters, transformers and other required equipment, including any structure and wiring necessary therein, and connection to GMP’s utility infrastructure to provide a complete and operable system in accordance with GMP’s interconnection requirements. Site Improvements: The optimal Project design will identify deficiencies and mitigation requirements and determination and specification of site restrictions, including but not limited to, use of construction equipment, rooftop access and structural considerations. Roof Penetrations: The design will limit the number and size of roof penetrations and the utmost care will be required to maintain the structural integrity of the roof system and equipment. Electrical: The Project requires that all services performed shall be in compliance with the most current edition of the National Electric Code, and that all installed cabling as required for interconnections, both power and control, shall be installed per code. The Project requires coordination with GMP engineering staff on interconnection and protective equipment specifications. Coordination with GMP staff: The Project will also require close coordination with GMP environmental, engineering, safety and generation operations staff during all stages of development. Permits: GMP will complete and obtain the necessary permits from the Vermont Public Service Board (PSB). The successful Bidder will support this process as needed and strictly adhere to all conditions, specifications and requirements specified in the Certificate of Public Good (CPG) received from the PSB. No physical work shall commence until the CPG has been received and GMP authorizes the work to commence. Access: The adjacent parking lot, roadway and access to the EMAC facility must remain fully accessible and in usable condition before, during, and after construction. Safety: Safety is of utmost priority and the successful Bidder will strictly adhere to GMP and industry safety protocols in all work performed, including requiring hard hats and other appropriate protective equipment on everyone on the job site at all times. Failure to demonstrate and enforce GMP and industry safety protocols could result in termination of the contract. Safety considerations will also be included in the final Project design, keeping in mind that the public will have unimpeded access to the completed Project as an educational demonstration Project. Considerations to be included, but not limited to, are intentionally energized and potentially unintentionally energized surfaces, structures, Page 2 of 15

REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 hardwire, and conductors, racking end caps and other protrusions, locked electrical boxes and cutouts, tripping hazards, slippery surfaces, clear pathways, warning placards, etc. Inverter Shed (This section applies only if using centralized inverters requiring an inverter shed): A fully enclosed inverter shed is specified with interior electrical wiring for accessories such as monitoring equipment and will also include sufficient interior lighting suitable for operating and maintenance activities. The completed inverter shed shall also be wired for, and equipped with, a phone line for telemetering and a cable/DSL line for internet access, and typical 120V convenience outlets. Documentation: Clear and comprehensive Project documentation, equipment documentation and operation documentation and maintenance schedules, including owner’s manuals and warranty information, shall be delivered to GMP upon completion of the Project.

Part III – Selection & Design Process GMP requests that all proposals be submitted no later than the deadline specified in the Proposed Project Schedule and should address at least the following, taking into consideration the Work Scope outlined in Part II herein: Bidders will submit bid packages to design, procure and construct a turnkey and operational PV system. Preference will be given to Bidders that specify local sources for material, equipment and labor. Bid packages will include the following at a minimum: a. b. c. d.

Credentials and references supporting Bidder’s qualifications to respond to RFP Proof of insurance Site Plan including proposed layout, inverter shed site, landscaping, utility tie-ins, etc. Comprehensive and detailed cost breakdown of all work to be performed, equipment, materials and any incidental expenses e. Detailed list of subcontractors and qualifications f. Technical specifications for all components and aspects of the Project including material origin, manufacturer’s material submissions, specifications and warranty information g. Electrical plans and diagrams h. Project schedule and milestones i. Proposed payment schedule j. Other supporting documents as required for GMP to properly evaluate the submission All information shall be submitted electronically. GMP reserves the right to award, or not to award, a contract for the Project as described herein in its sole discretion. Bidder selection criteria may include, but are not necessarily limited to: cost of the Project, completeness and suitability of the proposal; Bidder’s qualifications; experience with similar Projects; the ability to construct the Project without impediment, etc. GMP may, at its sole discretion, (a) cancel this solicitation in whole or in part; (b) waive irregularities or modify this solicitation; (c)

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 modify the deadline for submissions; (d) make a single selection, multiple selections or a partial selection; (e) negotiate with designated firm representatives or (f) reject all submissions. Proposals shall be irrevocable for a period of 90 days from the date of submission. Respondents should clearly label as “CONFIDENTIAL” any materials which they deem to contain proprietary information. GMP agrees to treat these materials as confidential, but will not return them at the completion of the selection process. GMP may request clarification or additional information that might be required to evaluate any proposal. Proposals that are incomplete or conditioned or are not in conformity with this RFP may be rejected. All RFP responses will become the property of GMP, and GMP will have the right to use the proposals in its sole discretion. GMP intends to award a contract for Project Design, Procure & Construct services described herein. This RFP is provided on the condition that you maintain such as CONFIDENTIAL and that you do not use such for any other purpose. All materials, plans, designs, etc., should comply with applicable regulations and law, including but not limited to the latest versions of the following: a) the Vermont Electrical Code: b) the National Electrical Code; c) National Fire Protection Association Standards; and, d) the Vermont Building Code. For additional information, please contact: Kirk Shields OR 67 Merchants Row, Suite 104 Rutland, VT 05701 (802) 770-4246 [email protected]

Josh Castonguay 163 Acorn Lane Colchester, VT 05446 (802) 324-8359 [email protected]

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013

Proposed Project Schedule RFP Issued to Potential Bidders

Monday, August 5, 2013

Optional Bidder Meeting On-Site

Thursday, August 8, 2013 1pm

Bid Proposals Submitted to GMP

Wednesday, August 14, 2013 by 5pm

Contract Awarded

Thursday, August 15, 2013

Permit Application Filed with PSB

Friday, August 16, 2013

Expected Date of Approved Permit*

Friday, September 30, 2013

Commercial Operation Date

Monday, October 21, 2013

* Construction may commence immediately upon receipt of CPG.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Part VI – Terms & conditions Terms and Conditions Applicable to the Scope of Work Entitled GREEN MOUNTAIN POWER / OTTER CREEK SOLAR FARM SCOPE OF WORK (Scope of Work)

Application: The parties will negotiate the Terms and Conditions of their Agreement, but agree that at least these Terms and Conditions shall apply to the Scope of Work. Independent Contractor: CONTRACTOR is and shall be deemed to be an independent contractor in the performance of the Scope of Work and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel (or subcontractors) required in performing the Scope of Work. Such employees shall not be employees of, or have any individual contractual relationship with GMP. Standard of Performance: CONTRACTOR shall perform Scope of Work in accordance with all industry and professional standards. Engineer represents that it has familiarized itself with the nature and extent of the Scope of Work to be provided hereunder and has made or caused to be made such examinations, investigations and studies as it deems necessary for the provision of said Scope of Work and that no additional examinations, investigations or studies are or will be required by Contractor for such purposes. On this basis, Contractor represents that it is a qualified expert with the capability to provide all services necessary to deliver and perform the Scope of Work. Subcontracting: CONTRACTOR shall be responsible for the acts, omissions and/or performance of all of its Subcontractors. Employees/Subcontractors of Contractor: For the performance of the Scope of Work hereunder, CONTRACTOR will employ or subcontract only with those persons who are sufficiently skilled, experienced and qualified to perform in a good workmanlike manner in accordance with generally accepted professional standards, who shall abide by GMP’s policies, including those concerning building access and security. CONTRACTOR will employ no persons nor contract with such that are incompetent for the duties assigned to them or who shall drink or be affected by intoxicating liquor and/or who shall engage in the use or be affected by the use of illegal drugs or misuse of prescription drugs during work hours, or otherwise be offensive in conduct. If CONTRACTOR's attention is called to any subcontractor or employee who is unqualified for any such reason, CONTRACTOR will remove that subcontractor or employee from Project’s premises and provide a suitable replacement.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Permits and Licensing: CONTRACTOR affirmatively represents that it has the requisite knowledge and skill to assess and determine the required permits, licenses and bonds necessary to fully perform the Scope of Work. CONTRACTOR has, or will secure all necessary permits, licenses and bonds required by any governmental authority in connection with performance of the Scope of Work, whether for the transportation and use of explosives or otherwise, and will provide GMP with a copy of each such permit, license or bond, if any, given in connection therewith before the performance of any work hereunder. Assignment: GMP may freely assign its rights and obligations hereunder. No assignment by CONTRACTOR of CONTRACTOR 's obligations or CONTRACTOR 's right to receive payment hereunder shall be permitted. However, upon written request approved by CONTRACTOR, GMP may: (a) Forward CONTRACTOR 's payment check(s) directly to any person or entity designated by CONTRACTOR, or (b) Include any person or entity designated by CONTRACTOR as a joint payee on CONTRACTOR 's payment check(s). In no event shall such approval and action obligate GMP to anyone other than CONTRACTOR and CONTRACTOR shall remain responsible for fulfillment of all contract obligations. Beneficiaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to GMP and CONTRACTOR. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of GMP and CONTRACTOR that any such person or entity, other than GMP or CONTRACTOR, receiving work or benefits under this contract shall be deemed an incidental beneficiary only. Indemnity and Insurance Indemnification: CONTRACTOR agrees to indemnify and hold harmless GMP and any of their respective officers, agents and employees, from any claims arising out of any act or omission of CONTRACTOR, its employees, agents, representatives, subcontractors or others acting on its behalf, in connection with the performance of the contract, including, without limitation, CONTRACTOR agreement to indemnify, defend and hold GMP and their respective officers, agents and employees harmless from any claims, judgments, damages, penalties, fines, expenses, liabilities, or losses arising out of CONTRACTOR’s performance of the contract relating to the release, or disposal of Hazardous Substances not in compliance with applicable law and permits.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Insurance: During the term of the contract and any Warranty Period, CONTRACTOR at its sole cost and expense shall provide professional and commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract and as are acceptable to GMP. As a minimum, CONTRACTOR shall provide and maintain the following coverage and limits: (a) Worker’s Compensation - The contractor shall provide and maintain Worker’s Compensation Insurance as required by the laws of Vermont, as well as employer’s liability coverage with minimum limits of $500,000.00, covering all of CONTRACTOR’s employees who are engaged in any work under the contract. If any work is sublet, CONTRACTOR shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the contract. (b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $2,000,000.00 Combined Single Limit. (Defense cost shall be in excess of the limit of liability.) (c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles used in performance of the contract. The minimum combined single limit shall be $1,000,000.00 bodily injury and property damage; $1,000,000.00 uninsured/under insured motorist; and $25,000.00 medical payment. (d) Excess Liability – Excess Liability (Umbrella Liability) coverage in excess of the limits and terms in (b) through (d) above with a combined single limit for Bodily Injury and Property Damage of $5,000,000.00 for each occurrence. (e) Professional Liability Insurance coverage in amounts of $2,000,000 per claim and annual aggregate. Providing and maintaining adequate insurance coverage is a material obligation of CONTRACTOR. CONTRACTOR shall meet its requirements of maintaining specified coverage and limits by demonstrating to GMP that there is in force insurance with equivalent coverage and limits that will offer at least the same protection to GMP by providing a Certificate of Insurance with GMP named as an additional insured. All such insurance shall meet all laws of the State of Vermont. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in Vermont. CONTRACTOR shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing Vermont laws or this contract. The limits of coverage under each insurance policy maintained by CONTRACTOR shall not be interpreted as limiting the contractor’s liability and obligations under the contract.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Default and Termination Termination Without Cause: GMP may terminate this contract without cause by giving 30 days written notice to CONTRACTOR. In that event, all finished or unfinished deliverable items prepared by CONTRACTOR under this contract shall, at the option of GMP, become GMP’s property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Termination for Cause: If, through any cause, CONTRACTOR shall fail to fulfill its obligations under this contract in a timely and proper manner, GMP shall have the right to terminate this contract by giving written notice to CONTRACTOR and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by CONTRACTOR under this contract shall, at the option of GMP, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, CONTRACTOR shall not be relieved of liability to GMP for damages sustained by GMP by virtue of CONTRACTOR’s breach of this agreement, and GMP may withhold any payment due CONTRACTOR for the purpose of setoff until such time as the exact amount of damages due GMP from such breach can be determined. In case of default by CONTRACTOR, without limiting any other remedies for breach available to it, GMP may procure the contract work from other sources and hold CONTRACTOR responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy by CONTRACTOR shall be an act of default under this contract. Waiver of Default: Waiver by GMP of any default or breach in compliance with the terms of this contract by CONTRACTOR shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be waiver of any default or breach or a modification of the terms of this contract unless stated to be such in writing, signed by an authorized representative of GMP and CONTRACTOR and attached to the contract. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations primarily due to any act of war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. In such case, the parties agree that they shall resume performance hereunder immediately upon conclusion of force majeure. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, indemnities, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Intellectual Property Rights Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this contract are the exclusive property of GMP. CONTRACTOR shall not assert a claim of copyright or other property interest in such deliverables. Compliance with Applicable Laws Compliance with Laws: CONTRACTOR shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and the business of GMP, including those of federal, state, and local agencies having jurisdiction and/or authority. Equal Employment Opportunity: CONTRACTOR shall comply with all federal and State laws relating to equal employment opportunity. Confidentiality Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by CONTRACTOR under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of GMP. CONTRACTOR acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this contract, and that upon request of GMP, it shall return the same to GMP or, alternatively, confirm its destruction in writing. CEII: CONTRACTOR agrees to abide by GMP policies and procedures concerning CEII (Critical Energy Infrastructure Information). Term TERM: The term of this agreement shall be for a period of one year from the date hereof, unless otherwise stated in the Scope of Work. To the extent that the Scope of Work extends beyond a period of one year, the term, unless earlier terminated as provided in this agreement, shall be extended to accommodate completion of the Scope of Work. Miscellaneous Choice of Law: The validity of this contract and any of its terms or provisions, as well as the rights and duties of the parties to this contract, are governed by the laws of Vermont. CONTRACTOR, by signing the contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of Vermont and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Rutland County, Vermont. The place of this contract and all transactions and agreements relating to it, and their forum,

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 shall be Rutland County, Vermont, where all matters, whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Attorney Fees: Each party shall bear its own costs, including attorney fees, associated with enforcement of the terms of this agreement. Amendment: This contract may not be amended orally or by performance. Any amendment must be made in written form and executed by duly authorized representatives of GMP and CONTRACTOR. Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this contract violates any applicable law, each such provision or requirement shall continue to be enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this contract shall remain in full force and effect. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts of the agreement and should not be used to construe the meaning thereof. Time of the Essence: Time is of the essence in the performance of this contract, subject to delays caused by Force Majeure. CONTRACTOR agrees to adhere to the following Schedule of Performance: See Scope of Work Damages for non-performance: In the event CONTRACTOR fails to perform its obligation under this Agreement (the Non-performing Party) and such failure to perform is not excused under this Agreement, GMP shall be entitled to (i) a refund of the price of the work CONTRACTOR failed to perform, and (ii) additional costs reasonably incurred by GMP as a result of CONTRACTOR’s nonperformance. Payment Schedule: Payments pursuant to this Agreement, subject to retention or setoff, if applicable, will be made as follows: See Scope of Work. All invoices submitted will include: Charges broken down by type of activity such as: Labor Type and Cost of Equipment Type and Cost of Materials Administrative/Clerical Support shall be included for all expenses permitted under the Scope of Work.

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 Notices: Notices to, and correspondence with, CONTRACTOR shall be sent first class, postage prepaid, with copies via facsimile or e-mail, to: See Addresses listed on Scope of Work. Notices to, and correspondence with, GMP (other than responses to this RFP) shall be sent first class, postage prepaid, with copies via facsimile or e-mail, to: Green Mountain Power Corporation Attn: Kirk Shields 67 Merchants Row, Suite 104 Rutland, VT 05701 (802) 770-4246 [email protected] With a copy to: Green Mountain Power Corporation Legal Department 77 Grove Street Rutland, VT 05701

Bonding Requirement: To be determined GMP Policy: CONTRACTOR shall adhere to all GMP policies concerning CONTRACTOR building access and security, and any special instructions concerning access to the site. Key Personnel: CONTRACTOR shall not replace any of the key personnel assigned to the performance of this contract without the prior written approval of GMP. The term “key personnel” includes any and all persons identified as such in the contract documents and any other persons subsequently identified as key personnel by the written agreement of the parties. Authorization: Each individual affixing a signature to this Agreement, purchase order, or any confirmation, notice or request made in accordance with the terms of this Agreement represents and warrants that he or she has been duly authorized to execute such in accordance with the terms of this Agreement, and that by virtue thereof, a valid, binding and enforceable legal obligation of said party has been created. Care of Property: CONTRACTOR agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this contract and will reimburse GMP for loss of, or damage to, such property. At the termination of

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 this contract, CONTRACTOR shall contact GMP for instructions as to the disposition of such property and shall comply with these instructions. Advertising: Without GMP’s consent, CONTRACTOR shall not use the award of this contract as a part of any news release or commercial. Damages: In no event will GMP be liable for any consequential, special, punitive or indirect damages or lost profits, regardless of whether CONTRACTOR advised GMP or we otherwise knew of the likelihood of such losses or damages. Dispute Resolution: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If a settlement cannot be reached through negotiation, the parties agree to endeavor first to settle the dispute by mediation administered by (i) the American Arbitration Association under its Commercial Mediation Procedures before resort to arbitration or (ii) a mediator acceptable, in their sole discretion, to the parties. If settlement cannot be reached through negotiation and mediation, the parties agree it shall be settled through arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Each party shall bear its own costs and expenses, including without limitation attorney fees, and an equal share of the arbitrators’ fees and administrative costs of the arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose to any third party the existence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration. This Agreement is governed by Vermont Law and all mediation and arbitration relative to this Agreement shall occur in the County of Rutland, State of Vermont. Acknowledgement Of Arbitration By their execution of this Agreement, each party hereby acknowledges the following: This Agreement contains an agreement to arbitrate. After signing the purchase order, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise which is covered by the agreement to arbitrate, unless it involves a question of constitutional or civil rights. Instead, each party agrees to submit any such Page 13 of 15

REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013 dispute to an impartial arbitrator. IN WITNESS WHEREOF, the parties have executed these General Terms and Conditions Effective as provided in the Scope of Work:

GREEN MOUNTAIN POWER CORPORATION: By: _________________________ Name: _______________________ Title: ________________________ Date: ________________________

CONTRACTOR:

By: _________________________ Name: _______________________ Title: ________________________ Date: ________________________

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REQUEST FOR PROPOSALS: Otter Creek Solar Farm Photovoltaic Array Design & Build Requested by Green Mountain Power on August 5, 2013

ATTACHMENT A PROJECT AREAS

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