Kcpl Solar Epc Agreement 2011 2012 by lizzy2008

VIEWS: 43 PAGES: 95

									[PROPOSED FORM OF ENGINEERING, PROCUREMENT
      AND CONSTRUCTION AGREEMENT]
 (Subject to modifications in KCP&L's sole discretion
      and final terms and conditions may vary)




          ENGINEERING, PROCUREMENT

        AND CONSTRUCTION AGREEMENT

                   by and between

     KANSAS CITY POWER & LIGHT COMPANY

                     (“KCP&L”)
                        and

           ______________________________

                   as “Contractor”



                     dated as of

                  ___________, 20__




                  CONFIDENTIAL
                                                          Table of Contents

                                                                                                                                            Page


ARTICLE 1 DEFINITIONS ........................................................................................................... 1

   1.1      Definitions .........................................................................................................................1
   1.2      Rules of Interpretation ....................................................................................................14
   1.3      Precedence of Documents ...............................................................................................15

ARTICLE 2 THE PROJECT ........................................................................................................ 16

   2.1      Scope of Work. ...............................................................................................................16
   2.2      Contractor Obligations ....................................................................................................16
   2.3      Compliance .....................................................................................................................19
   2.4      Scheduling and Milestones .............................................................................................19
   2.5      Drawings .........................................................................................................................20
   2.6      Engineering and Design. .................................................................................................20
   2.7      Commencement of the Work ..........................................................................................27
   2.8      Interconnection................................................................................................................27
   2.9      Engagement of Third Parties by Contractor ...................................................................27
   2.10     KCP&L’s Right to Inspect; Correction of Defects. ........................................................27
   2.11     No Liens ..........................................................................................................................28
   2.12     KCP&L Notification .......................................................................................................28
   2.13     Cooperation .....................................................................................................................28
   2.14     Electromagnetic Interference With Communications .....................................................28

ARTICLE 3 SUBCONTRACTORS............................................................................................. 29

   3.1      Subcontractors. ................................................................................................................29
   3.2      Major Subcontracts .........................................................................................................30
   3.4      Subcontract Termination or Cancellation Fees ...............................................................30

ARTICLE 4 CONTRACT PRICE AND PAYMENTS................................................................ 31

   4.1      Contract Price. .................................................................................................................31
   4.2      Taxes. ..............................................................................................................................31
   4.3      Payment of the Contract Price ........................................................................................32
   4.4      Disputed Invoices ............................................................................................................32
   4.5      Conditions of Payment ....................................................................................................32
   4.6      Guaranty ..........................................................................................................................33
   4.7      Holdbacks........................................................................................................................33
   4.8      Termination for Convenience Payment. .........................................................................33
   4.9      Termination Payment Contractor’s Sole Remedy ..........................................................35
   4.10     Interest .............................................................................................................................35
   4.11     Effect of Payment............................................................................................................35
   4.12     Set-off..............................................................................................................................35

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  4.13      Payment Dates.................................................................................................................36
  4.14      Final Payment .................................................................................................................36
  4.15      Final Payment; Release of Liability ................................................................................36

ARTICLE 5 KCP&L RESPONSIBILITIES ................................................................................ 36

  5.1       Project Site Access. .........................................................................................................36
  5.2       Permits; Energy Acceptance ...........................................................................................36
  5.3       Insurance .........................................................................................................................37
  5.4       KCP&L-Caused Delay....................................................................................................37

ARTICLE 6 COMPLETION; COMMISSIONING AND TURNOVER ..................................... 37

  6.2       Solar Unit Mechanical Completion.................................................................................37
  6.3       Commissioning and Turnover of Solar Units .................................................................38
  6.4       Electrical Substantial Completion and Commissioning and Turnover of
            Electrical Works ..............................................................................................................39
  6.5       Solar Unit Substantial Completion and Project Substantial Completion ........................40
  6.6       Final Completion.............................................................................................................42
  6.7       Achievement of Foundation Completion, Commissioning and Turnover
            of Electrical Works, Electrical Substantial Completion, Commissioning
            and Turnover of Solar Units, Solar Unit Substantial Completion, Project
            Substantial Completion and Final Completion ...............................................................43
  6.8       Completion ......................................................................................................................44
  6.9       General Provisions Regarding Delay Liquidated Damages ............................................44
  6.10      Delay Liquidated Damages .............................................................................................44
  6.11      Performance Tests ...........................................................................................................44

ARTICLE 7 WARRANTIES ....................................................................................................... 45

  7.1       Balance of Plant Warranty. .............................................................................................45
  7.2       Solar Unit Warranties......................................................................................................46
  7.3       Warranty Limitations ......................................................................................................47
  7.4       Subcontractor Warranties ................................................................................................47
  7.5       No Liens ..........................................................................................................................47

ARTICLE 8 FORCE MAJEURE ................................................................................................. 47

  8.1       Performance Excused ......................................................................................................47
  8.2       Burden of Proof ...............................................................................................................48

ARTICLE 9 SCOPE CHANGES ................................................................................................. 48

  9.1       Scope Change Orders . ...................................................................................................48
  9.2       Contractor Initiated Scope Change Order Requests .....................................................48
  9.3       Performance Under Scope Change Order .....................................................................49
  9.4       Absence of Scope Change Order ....................................................................................49
  9.5       Absence of Agreement on Firm or Unit Prices .............................................................49

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  9.6       No Scope Changes Due to Subsurface Conditions .........................................................49
  9.7       Scope Changes Caused by a Force Majeure Event .........................................................49

ARTICLE 10 INDEMNIFICATION ............................................................................................ 50

  10.1      Indemnities. .....................................................................................................................50
  10.2      Indemnification Procedure ..............................................................................................51
  10.3      Survival ...........................................................................................................................52

ARTICLE 11 LIMITATION OF LIABILITY ............................................................................. 52

  11.1      Consequential Damages ..................................................................................................52
  11.2      Releases Valid in All Events ...........................................................................................52
  11.3      Delay Liquidated Damages Not a Penalty ......................................................................52

ARTICLE 12 INSURANCE ......................................................................................................... 53


ARTICLE 13 DEFAULT; TERMINATION AND SUSPENSION............................................. 53

  13.1      Contractor Defaults .........................................................................................................53
  13.2      Termination for Cause ....................................................................................................54
  13.3      Contractor’s Right to Suspend ........................................................................................55
  13.4      Termination for Convenience .........................................................................................55
  13.5      Termination Due to Force Majeure .................................................................................55
  13.6      Actions Required Following Termination ......................................................................56
  13.7      Solar Development Acquisition and Sale Agreement ...................................................57

ARTICLE 14 TITLE AND RISK OF LOSS ................................................................................ 58

  14.1      Title to Solar Units, Balance of Plant and the Work .......................................................58
  14.2      Title to Drawings ............................................................................................................58
  14.3      Risk of Loss ....................................................................................................................58
  14.4      Electric Energy................................................................................................................58

ARTICLE 15 DISPUTE RESOLUTION ..................................................................................... 59

  15.1      Step Negotiations ............................................................................................................59
  15.2      Mediation ........................................................................................................................59
  15.3      Arbitration .......................................................................................................................59
  15.4      Continued Prosecution of the Work ................................................................................60

ARTICLE 16 REPRESENTATIONS AND WARRANTIES ...................................................... 60

  16.1      Contractor Representations .............................................................................................60
  16.2      KCP&L Representations .................................................................................................61




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ARTICLE 17 MISCELLANEOUS PROVISIONS ...................................................................... 62

  17.1    Confidentiality ................................................................................................................62
  17.2    Public Announcements ...................................................................................................63
  17.3    Software and Other Proprietary Material ........................................................................63
  17.4    Notice ..............................................................................................................................63
  17.5    No Rights in Third Parties ..............................................................................................64
  17.6    Owner is a U.S. Government Contractor ......................................................................64
  17.7    Entire Agreement ............................................................................................................65
  17.8    Amendments ...................................................................................................................65
  17.9    Governing Law ...............................................................................................................65
  17.10   Right of Waiver ...............................................................................................................65
  17.11   Severability .....................................................................................................................65
  17.12   Assignment......................................................................................................................65
  17.13   No Partnership Created ...................................................................................................65
  17.14   Survival ...........................................................................................................................65
  17.15   Effectiveness ...................................................................................................................66
  17.16   Further Assurances ..........................................................................................................66
  17.17   Captions ..........................................................................................................................66
  17.18   Equal Employment Opportunity .....................................................................................66
  17.19   Counterparts ....................................................................................................................66




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LIST OF EXHIBITS

Exhibit A     Scope of Work
              Part 1 – Solar Unit Technical Specifications (including SolarVar)
              Part 2 – Civil Technical Specifications
              Part 3 – Electrical Technical Specifications
              Part 4 – Infrastructure Design
Exhibit B     Payment Schedule
Exhibit C     Project Schedule
Exhibit C-1   Project Schedule and Project Controls
Exhibit D     Payment Account Details – Contractor and KCP&L
Exhibit E     Commissioning, Test and Inspection Procedures
Exhibit F     Contractor Time and Materials Rates
Exhibit G     Description of Project Site and Real Property Rights
Exhibit H     List of Permits
Exhibit I     List of Approved Subcontractors
Exhibit I-1   Subcontractor Requirements
Exhibit J     Performance Tests
Exhibit K     List of Consumable Parts and List of Spare Parts
Exhibit L     Training
Exhibit M     Interconnection Provisions
Exhibit N     Form of Contractor Guaranty
Exhibit O     Form of Weekly Progress Report
Exhibit P     Design Basis and Project Site Data
Exhibit Q     [INTENTIONALLY OMITTED]
Exhibit R     Contractor’s Safety Program
Exhibit S-1   Warranty Assignment
Exhibit S-2   Master Warranty Agreement
Exhibit T     Design Certificate
Exhibit U     [INTENTIONALLY OMITTED]
Exhibit V     Form of Electrical Commissioning Certificate
Exhibit W-1   Form of Solar Unit Mechanical Completion Certificate
Exhibit W-2   Mechanical Completion Checklist
Exhibit X     Form of Solar Unit Commissioning
Exhibit Y-1   Form of Solar Unit Substantial Completion Certificate
Exhibit Y-2   Form of Project Substantial Completion Certificate
Exhibit Y-3   Form of Electrical Substantial Completion Certificate
Exhibit Z     Form of Final Completion Certificate
Exhibit AA    Power Performance Test Protocol
Exhibit BB    Project Quality Assurance Plan
Exhibit CC    Transmission Provider Safety and Interconnection Requirements
Exhibit DD    Form of Invoice
Exhibit EE    Insurance
Exhibit FF    Tax Exemption Certificate
Exhibit GG    Form of Lien Waivers
Exhibit HH    [INTENTIONALLY OMITTED]

                                              v
Exhibit II   [INTENTIONALLY OMITTED]
Exhibit JJ   Job Description
Exhibit KK   [INTENTIONALLY OMITTED]
Exhibit LL   KCP&L Observed Holidays




                                   vi
       ENGINEERING, PROCUREMENT, and CONSTRUCTION AGREEMENT

       THIS ENGINEERING, PROCUREMENT, and CONSTRUCTION AGREEMENT
(“Agreement”), is made, entered into and effective as of ___________________ (“Effective
Date”), by and between KANSAS CITY POWER & LIGHT COMPANY (“KCP&L” or
“Owner”), a Missouri corporation, and _________________ ___________, a ________
corporation (“Contractor”) (each of “KCP&L” and “Contractor” individually referred to as, a
“Party” and together as, the “Parties”).

                                    W I T N E S S E T H:

        A.     WHEREAS, KCP&L desires to obtain, and Contractor desires to provide certain
solar energy development rights, including rights to certain real property for the Project Site
pursuant to a separate solar development asset sale and purchase agreement between the Parties
(“Solar Development Acquisition and Sale Agreement” or “ASA”);

        B.      WHEREAS, the Missouri Renewable Energy Standard (hereinafter defined)
requires that a portion of KCP&L’s renewable portfolio consist of solar electricity;

        B.      KCP&L desires to obtain, and Contractor desires to provide certain engineering,
procurement, construction, commissioning, start-up and related services for the Project all, on a
fixed-price turnkey basis and in accordance with the terms and conditions specified herein; and

         C.     Concurrently with the execution of this Agreement, ______________________
________________________________, a ________ corporation and an affiliate of Contractor,
is delivering to KCP&L a guaranty attached hereto as Exhibit __.

       NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

                                         ARTICLE 1

                                        DEFINITIONS

1.1     Definitions. As used in this Agreement, the following terms shall have the meanings
indicated:

              1.1.1 Adverse Finding means the Commission, in any proceeding arising from a
filing by KCP&L with the Commission, (i) determines that the terms and conditions of this
Agreement and the Solar Development Acquisition and Sale Agreement are imprudent or
unreasonable, or (ii) imposes conditions unacceptable to KCP&L

                1.1.2 Affiliate means with respect to any Person, any other Person that directly
or indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with that Person. The term “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the direction of the

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management and policies of such Person, whether through the ownership of voting securities or
partnership interests, by contract or otherwise.

               1.1.3 Agreement means this Engineering, Procurement and Construction
Agreement and all Exhibits hereto, as the same may be modified, amended, or supplemented
from time-to-time in accordance with the terms hereof.

               1.1.4   Applicable Laws shall mean and include all of the following:

               (a)     any applicable statute, law, rule, regulation, code, ordinance, judgment,
               decree, writ, order or the like, of any national, federal, provincial, regional, state
               or local court or other Governmental Authority, and the interpretations thereof,
               including any statute, law, rule, regulation, code, ordinance, judgment, decree,
               writ, order or the like, regulating, relating to or imposing liability or standards of
               conduct concerning:

                       (i)   Contractor, the Project Site or the performance of any portion of
                       the Work or the Work taken as a whole, and the operation of the Project;
                       or

                       (ii)   safety and the prevention of injury to Persons and damage to
                       property on, about or adjacent to the Project Site or any other location
                       where any other portion of the Work shall be performed; or

                       (iii)  protection of human health or the environment or emissions,
                       discharges, releases or threatened releases of pollutants, contaminants,
                       chemicals or industrial, toxic or hazardous substances or wastes into the
                       environment including ambient air, surface water, ground water or land, or
                       otherwise relating to the manufacture, processing, distribution, use,
                       treatment, storage, disposal, transport or handling of pollutants,
                       contaminants, chemicals, Hazardous Materials or other industrial, toxic
                       materials or wastes, as now or may at any time hereafter be in effect; and

               (b)    any requirements or conditions on or with respect to the issuance,
               maintenance, or renewal of any Permit or any application therefore.

                1.1.5 Applicable Standards means Prudent Industry Practices and Prudent
Engineering Practices; provided, however, that if any portion of such standards or codes conflict
with, or is less stringent than, any Applicable Laws such conflicting or less stringent portions of
such standards shall not be deemed “applicable.”

              1.1.6 Balance of Plant means all of the Balance of the Plant Work for the Solar
System all as more fully described in Section 2.2.2, including, but not limited to, buildings,
roads, laydown areas, transformers, transformers, communications equipment, Electrical Works
and other permanent fixtures, all as more fully described in Exhibit A.

               1.1.7   Balance of Plant Warranty has the meaning set forth in Section 7.1.1.


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               1.1.8   Balance of Plant Warranty Period has the meaning set forth in Section
7.1.2.

              1.1.9 Business Day means every Day other than a Saturday, Sunday or holiday
which is observed by KCP&L as set forth in Exhibit LL.

             1.1.10 Commission means the Missouri Public Service Commission and/or the
Kansas Corporation Commission.

              1.1.11 Commission Approval means that KCP&L has received a decision by the
Commission granting approval of the determinations requested in the filing to the Commission,
including, without limitation, that the terms and conditions of this Agreement, the Solar
Development Acquisition and Sale Agreement, the Project and the Project Attributes are
reasonable and does not include an Adverse Finding.

              1.1.12 Commissioning means the start-up and commissioning activities to be
conducted in accordance with the Commissioning Test and Inspection Procedures.

               1.1.13 Commissioning and Turnover Certificate means a certificate in the form of
Exhibit V with respect to Electrical Works, and a certificate in the form of Exhibit X with respect
to the Solar Units.

                1.1.14 Commissioning and Turnover of Electrical Works has the meaning set
forth in Section 6.4.

               1.1.15 Commissioning and Turnover of Solar Unit has the meaning set forth in
Section 6.3.

               1.1.16 Commissioning Test and Inspection Procedures means the test and
inspection procedures set forth in Exhibit E.

               1.1.17 Confidential Information has the meaning set forth in Section 17.1.

             1.1.18 Contract Documents means this Agreement, Drawings                          and
Documentation, Technical Specifications, Scope Change Orders and Design Documents.

               1.1.19 Construction Services means all services required to construct a fully
operational Project.

               1.1.20 Consumable Parts has the meaning set forth in Section 2.6.8.3.

               1.1.21 Contract Price has the meaning set forth in Section 4.1.

               1.1.22 Contractor has the meaning set forth in the Preamble.

               1.1.23 Contractor Event of Default has the meaning set forth in Section 13.1.

               1.1.24 Contractor’s Safety Program means the safety plan and program prepared
by Contractor in accordance with Section 2.6.11.1.

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               1.1.25 Critical Path means the sequence of activities required to complete the
Project within the time period set forth in the Project Schedule. The Critical Path is the sequence
of Project network activities with the longest overall duration path through the work plan.

               1.1.26 Day or Days means one (1) or more calendar days.

                1.1.27 Defect means a Solar Unit or the Balance of Plant, or a part or a
component of either that: (i) breaks; (ii) ceases to perform the function for which it was
designed or installed; (iii) fails to conform to the Technical Specifications in any material
respects; (iv) a Solar Unit is not manufactured in all material respects in accordance with the
Design Certificate (and the reports, standards, procedures and information upon which such
design specifications are based); or (v) is not free of material defects in design, material and
workmanship. Notwithstanding the foregoing, breakage or other cessation or failure caused by
KCP&L’s failure to operate the Solar Units in accordance with the O&M Manual, shall not
constitute a Defect.

               1.1.28 Delay Liquidated Damages has the meaning set forth in Section 6.10.

                 1.1.29 Design Basis and Project Site Data means the design basis and Project Site
data set forth in Exhibit P.

               1.1.30 Design Certificate means the statement of compliance for design
assessment issued by _________________, or equivalent design assessment organization
acceptable to Contractor and KCP&L, for the Solar Unit , stating that the Solar Unit design
conforms to ____________________, which Design Certificate and all certification reports
attached thereto are set forth in Exhibit T.

              1.1.31 Design Development means the process in which the Contractor prepares
and revises Design Documents.

               1.1.32 Design Documents has the meaning set forth in Section 2.6.2.

               1.1.33 Dollars or “$” means the lawful currency of the United States of America.

               1.1.34 Drawings and Documentation has the meaning set forth in Section 2.5.2.

               1.1.35 Effective Date has the meaning set forth in the Preamble.

               1.1.36 Electrical Substantial Completion has the meaning set forth in Section 6.4.

              1.1.37 Electrical Substantial Completion Certificate means a certificate in the
form of Exhibit Y-3.

               1.1.38 Electrical Works means the facilities and equipment described in Exhibit
A.

                1.1.39 Exhibits means each exhibit attached hereto and incorporated in its
entirety by this reference.


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               1.1.40 Final Completion has the meaning set forth in Section 6.6.

               1.1.41 Final Completion Certificate means the certificate in the form of Exhibit
Z.

               1.1.42 Final Completion Date has the meaning set forth in Section 6.8.

              1.1.43 Final Lien Waiver means a sworn statement and waiver of liens prepared
by Contractor and each Major Subcontractor, as applicable, which provides that such Person
unconditionally waives and releases all mechanics liens and any other lien with respect to the
Work in the form set forth in Exhibit GG.

                1.1.44 Force Majeure Event means any event that wholly or partly prevents or
delays the performance by the Party affected of any obligation arising under the Contract
Documents, but only if and to the extent that: (i) such event is not within the reasonable control,
directly or indirectly, of and not the fault of the Party affected; (ii) such event, despite the
exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by
such Party; (iii) the Party affected has taken all reasonable precautions and measures in order to
avoid the effect of such event on such Party’s ability to perform its obligations under this
Agreement and to mitigate the consequences thereof; and (iv) such event is not the direct or
indirect result of the affected Party’s negligence or the failure of such Party to perform any of its
obligations under this Agreement; provided, however, that such event is within or similar to one
or more of the following categories: condemnation; expropriation; invasion; plague; drought;
landslide; tornado; hurricane; unusually sever weather; tsunami; flood; lightning; earthquake;
fire; explosion; epidemic; quarantine; war (declared or undeclared), terrorism or other armed
conflict; material physical damage to the Project caused by third parties; strikes and other labor
disputes if such strike or other labor dispute is part of a national action involving Subcontractors
and not occurring on the Project Site nor directed at such Subcontractor; riot or similar civil
disturbance or commotion; other acts of God; acts of the public enemy; blockade; insurrection,
riot or revolution; sabotage or vandalism; embargoes; and, actions of a Governmental Authority
(other than in respect of Contractor’s or KCP&L’s compliance with: (a) Applicable Laws in
effect as of the Effective Date or actually passed as law but not yet in full force and effect as of
the Effective Date; and (b) Permits required under Applicable Law in effect as of the Effective
Date, or Laws actually passed and enacted as law but not yet in full force and effect as of the
Effective Date, in connection with Contractor’s performance under this Agreement).

Force Majeure Event shall also include the following: (a) failure of a Subcontractor to deliver
goods or perform services in a timely manner due to an event of Force Majeure affecting such a
Subcontractor (as such event is defined in this Agreement or the relevant subcontract between
Contractor and Subcontractor); and (b) delays in transportation resulting from (i) accidents or
closure of roads or other transportation route by Governmental Authorities, or (ii) perils of sea.

Force Majeure Event shall not include labor shortages, labor strikes and other labor disputes
(including collective bargaining disputes and lockouts) with regard to Work by a Subcontractor
on the Project Site or a facility of a Subcontractor (except if such action is part of a national
action) unavailability, late delivery or breakage of equipment or materials (except to the extent
due to a Force Majeure Event otherwise excusable hereunder); economic hardship (including


                                                 5
lack of money); delays in transportation (other than delays described as Force Majeure Events in
subparagraph (b) above); or an action by the Kansas Corporation Commission, the Missouri
Public Service Commission or other Governmental Authority or other body that would prevent
the Project from being included in KCP&L’s rate base.

                1.1.45 Governmental Authority means any federal, state, local or other
governmental, judicial, public or statutory instrumentality, tribunal, agency, authority, body or
entity, or any political subdivision thereof having legal jurisdiction over the matter or person in
question.

             1.1.46 Guarantor means ___________________________________, a State of
________ corporation.

               1.1.47 Guaranty has the meaning set forth in Section 4.6.

                1.1.48 Hazardous Materials shall mean any dangerous, hazardous or toxic
substance or constituent or pollutant or contaminant which, pursuant to any Applicable Law as of
the Effective Date, has been determined, to be hazardous, toxic or dangerous to human health or
the environment, including but not limited to any hazardous substance under the Comprehensive
Environmental Response, Compensation and Liability Act, as amended (42 U.S.C.A. § 9601 et.
seq.), any solid waste under the Resource Conservation and Recovery Act of 1976, as amended
(42 U.S.C.A. § 6901 et. seq.), or any contaminant, pollutant, waste or toxic substance under the
Clean Air Act, as amended (42 U.S.C.A. § 7401 et. seq.), the Federal Water Pollution Control
Act, as amended (33 U.S.C.A. § 1251 et. seq.), the Safe Drinking Water Act, as amended (42
U.S.C.A. § 300f et. seq.), the Emergency Planning and Community Right-To-Know Act, as
amended (42 U.S.C.A. § 110001 et. seq.), the Occupational Safety and Health Act, as amended
(29 U.S.C.A. sec. 651 et. seq.), the Hazardous Materials Transportation Act, as amended, (49
U.S.C.A. § 5101 et. seq.), or the Toxic Substances Control Act, as amended (15 U.S.C.A. §
2601 et. seq.), and any equivalent or applicable state or local laws.

               1.1.49 Indemnified Party has the meaning set forth in Section 10.2.

               1.1.50 Indemnifying Party has the meaning set forth in Section 10.2.

              1.1.51 Independent Engineer shall mean: (i) _______________, or such other
entity chosen by KCP&L, and approved by Contractor, to be appointed as the independent
engineer.

               1.1.52 Intellectual Property Rights has the meaning set forth in Section 17.3.

               1.1.53 Interconnection means the connection of the Project to Transmission
Provider’s electrical transmission grid pursuant to the LGIA or the SGIA.

               1.1.54 Interconnection Point shall have the meaning set forth in the LGIA or the
SGIA.

               1.1.55 KCP&L has the meaning set forth in the Preamble.


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              1.1.56 KCP&L-Caused Delay has the meaning set forth in Section 5.4.

              1.1.57 KCP&L Event of Default has the meaning set forth in Section 13.3.

              1.1.58 KCP&L Indemnified Party has the meaning set forth in Section 10.1.1.

             1.1.59 KCP&L’s Representative means a person or persons designated by
KCP&L to act on behalf of KCP&L.

              1.1.60 Land Contracts has the meaning set forth in the Solar Development
Acquisition and Sale Agreement.

               1.1.61 Large Generator Interconnection Agreement (“LGIA”) shall mean the
interconnection agreement to be entered into between Contractor and Transmission Provider.

             1.1.62 Limited Notice to Proceed means the Notice issued by Owner to
Contractor authorizing limited Work release for selected engineering, procurement, and
fabrication.

                1.1.63 Losses means any loss arising from any suits, actions, damages, claims, or
liability of any character, type or description, including, but not limited to, all expenses of
litigation, court costs, and attorneys’ fees, for injury or death to any person, or damage to any
property.

                1.1.64 Major Subcontract means any Subcontract(s) with a Subcontractor having
an aggregate value in excess of One Hundred Thousand Dollars ($100,00) for performance of
any part of the Work.

                1.1.65 Major Subcontractor means any Subcontractor with whom Contractor
shall enter (or has entered) into a Major Subcontract.

               1.1.66 Mechanical Completion means, as to an individual Solar Unit, the Solar
Unit is without Defect and has achieved the following:

              (a)    such Solar Unit is designed, fabricated, assembled, erected and installed so
              as to be completed in accordance with the Technical Specifications, the
              Mechanical Completion checklist set forth in Exhibit W-2, and the other
              Requirements of this Agreement, and checked for adjustment;

              (b)     all materials and equipment associated with such Solar Unit have been
              installed substantially in accordance with the Technical Specifications, the
              Mechanical Completion checklist set forth in Exhibit W-2, applicable Project
              Quality Assurance Plan, and the other Requirements of this Agreement, and
              checked for adjustment, rotation and lubrication;

              (c)     Solar Unit is ready to commence Commissioning and testing; and




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               (d)    KCP&L has accepted a Mechanical Completion Certificate with respect to
               such Solar Unit pursuant to Section 6.2.

               1.1.67 Mechanical Completion Certificate means a certificate in the form of
Exhibit W-1.

               1.1.68 Milestone Payments has the meaning set forth in Section 4.3 and as further
described in Exhibit B.

               1.1.69 Mobilization Date means that calendar date, as determined by KCP&L,
upon which construction equipment, materials and manpower are on site to begin and continue
significant construction activity necessary to meet the proposed construction schedule.

               1.1.70 MW means megawatt.

               1.1.71 MWh means megawatt hour.

               1.1.72 Solar Unit Notice to Proceed means the written Notice by KCP&L to
Contractor releasing Contractor to perform the entire scope of Work under this Agreement and as
further described in Section 2.7.

               1.1.73 O&M Manual means the complete system instructions and procedures for
the operation and maintenance of the Solar Unit and the Balance of Plant, including Contractor’s
manufacturers’, vendors’, suppliers’ and Subcontractors’ recommended list of Spare Parts, all
safety information and any precautionary measures therefore.

               1.1.74 Owner means Kansas City Power & Light Company, with whom
Contractor has entered into this Agreement and for whom the Work is to be provided.

             1.1.75 Partial Lien Waiver means a sworn statement prepared by the Contractor
and each Subcontractor in the form set forth in Exhibit GG.

               1.1.76 Party or Parties have the meaning set forth in the Preamble.

           1.1.77 Payment Schedule means the schedule of payments to be made by
KCP&L to Contractor set forth in Exhibit B-1.

               1.1.78 Performance Tests means the tests set forth in Exhibit __.

                 1.1.79 Permit means any valid Project related waiver, exemption, variance,
certificate, franchise, permit, agreement, authorization, license or similar order, of or from, any
Governmental Authority related to the Work.

               1.1.80 Person means any individual, corporation, partnership, limited liability
company, association, joint stock company, trust, unincorporated organization, joint venture,
government or political subdivision or agency thereof, Governmental Authority, or any other
entity or organization.



                                                8
                1.1.81 Prime Rate means the interest rate (“base rate”) for large commercial
loans to creditworthy entities announced from time -to -time by Citibank, N.A., or its successor
bank, or, if such rate is not announced, the rate published in The Wall Street Journal as the
“prime rate” from time-to-time (or, if more than one rate is published, the arithmetic mean of
such rates), in either case determined as of the date the obligation to pay interest arises.

                1.1.82 Project means the complete integrated solar-powered electricity generating
facility with a nominal nameplate capacity of ______________________ (_____) MW AC to be
located on the Project Site; to be designed, procured, constructed, tested and commissioned
pursuant to this Agreement. Project shall include the Balance of Plant, the Solar Units, all
structures and facilities unless KCP&L elects under Section 2.2.2 to exclude any or all of these
particular items from the Contractor’s scope of Work under the Agreement), appliances, lines,
conductors, instruments, equipment, apparatus, components, roads and other real and personal
property and/or real property rights compromising and integrating the entire facility described
generally in the Technical Specifications.

               1.1.83 Project Attributes means the renewable energy certificates or credits,
green tags, emission credits, carbon offsets and any other environmental attribute currently
available or available at any time in the future related to the Property, Facilities or Project, as
well as all tax credits, including, without limitation, production tax credits and investment tax
credits.

               1.1.84 Project Controls has the meaning set forth in Exhibit C-1.

              1.1.85 Project Quality Assurance Plan shall mean the quality assurance plan to be
prepared by Contractor and attached hereto as Exhibit BB.

               1.1.86 Project Schedule means the schedule consisting of: (i) the overall
schedule for the Project provided in Microsoft Project, and (ii) the Critical Path construction
schedule for the Project provided in Primavera Project Planner P3e 6.0 describing certain dates
and the time of completion of key milestones for timely completion of the Work as set forth in
Exhibit C.

               1.1.87 Project Site means all those parcels of land on which the Project will be
located, as such parcels are described in the Solar Development Acquisition and Sale Agreement.

               1.1.88 Project Substantial Completion has the meaning set forth in Section 6.5.2.

               1.1.89 Project Substantial Completion Certificate means a certificate in the form
of Exhibit Y-2.

              1.1.90 Project Substantial Completion Date means the date on which Project
Substantial Completion has been achieved under Section 6.5.2.

              1.1.91 Project Transmission Facilities means the design, fabrication, assembly,
erection and installation of all facilities necessary to connect from the Project Substation
switchgear to the point of interconnection as defined in the Large Generator Interconnection
Agreement.

                                                9
                1.1.92 Prudent Engineering Practices means those practices, methods, equipment,
specifications and standards of safety and performance, as the same may change from time-to-
time, as are commonly used by professional construction and engineering firms performing
engineering, procurement and construction services on solar energy facilities of the type, size
and location similar to the Project which, in the exercise of reasonable judgment and in the light
of the facts known at the time the decision was made are considered good, safe and prudent
practice in connection with the construction and use of solar energy generating equipment and
other electrical equipment, facilities and improvements, with commensurate standards of safety,
efficiency and economy, and as are in accordance with generally accepted national standards of
professional care, skill, diligence and competence applicable to engineering, construction and
project management practices. Prudent Engineering Practices are not necessarily defined as the
optimal standard practice, method or act to the exclusion of others, but rather refer to a range of
action reasonable under the circumstances.

               1.1.93 Prudent Industry Practices means those practices, methods, standards and
acts (including those engaged in or approved by a significant portion of the power industry for
similar solar energy generation facilities in the United States) that at a particular time in the
exercise of good judgment would have been expected to accomplish the desired result in a
manner consistent with Applicable Laws, safety, environmental protection, economy and
expedition. Prudent Industry Practices are not necessarily defined as the optimal standard
practice, method or act to the exclusion of others, but rather refer to a range of action reasonable
under the circumstances.

               1.1.94 Punch List Items means a list that includes each item of Work that:

               (a)    KCP&L and Contractor agree remain to be performed by Contractor
               following Project Substantial Completion;

               (b)    does not affect the ability of KCP&L to safely operate the Project in
               accordance with Applicable Standards and in compliance with all Applicable
               Laws;

               (c)     does not affect the operability (including capacity, efficiency, reliability,
               or cost effectiveness), safety or mechanical or electrical integrity of the Project;
               and

               (d)      does not affect the ability to perform the Commissioning and testing
               activities for the Solar Unit, the Balance of Plant and the other components of the
               Project.

               1.1.95 Repair and Repaired means the repair or replacement of a defective part or
condition, pursuant to Article 7 or as otherwise used in this Agreement.

               1.1.96 Requirements of this Agreement has the meaning set forth in Section 2.3.

               1.1.97 Revised Critical Path has the meaning set forth in Section 2.4.

               1.1.98 Sales Tax has the meaning set forth in Section 4.2.2.

                                                10
               1.1.99 Scope Change has the meaning set forth in Section 9.1.

                1.1.100Scope Change Order means a written order to Contractor pursuant to
Article 9, signed by KCP&L and countersigned by Contractor, authorizing a Scope Change.

              1.1.101Small Generator Interconnection Agreement (“SGIA”) means the
agreement between _________ and ________ for interconnection of the Facility related to the
                           Study for Generation Interconnection Request _________, as such
agreement may be amended from time to time.

               1.1.102Solar Energy means the net Energy generated by the Facility that qualifies
as a Renewable Energy Resource. Solar Energy shall be net of energy self-generated and
concurrently consumed by the Facility, and net of losses prior to the Transfer Point.

               1.1.103Solar System means the entire solar facility including, but not limited to,
Modules, buildings, collection lines, roads, communication equipment, Electrical Works and
other permanent fixtures, and other improvements related thereto and more particularly described
on Exhibit A attached hereto.

               1.1.104Solar Units means the equipment necessary for the Solar System to collect
sunlight at the site and convert it into electricity or thermal energy. Solar Units includes
Modules, photovoltaic arrays, mirrors, lenses and tracking devices.

               1.1.105Spare Parts means the spare parts necessary to operate and maintain the
Solar Units and the Balance of Plant set forth in Exhibit K.

              1.1.106Subcontract means an agreement between: (i) Contractor and any
Subcontractor; or (ii) any agreement between Subcontractor and any third party.

              1.1.107Subcontractor means any Person, of any tier, or supplier of materials,
equipment or services to Contractor or any subcontractor, of any tier, of any Person engaged or
employed by Contractor or any Subcontractor in connection with the performance of the Work.

               1.1.108“System Control Center” or “SCC” means Buyer’s                      merchant
representative(s) responsible for dispatch of generating units, including the Facility.

               1.1.109Taxes has the meaning set forth in Section 4.2.1.

                1.1.110Technical Specifications means the description of the Work, the Balance
of Plant and Solar Units, including the technical specifications referenced or described therein
for the Project, set forth in Exhibit A.

               1.1.111Termination Costs has the meaning set forth in Section 4.8.1.

               1.1.112Termination Payment has the meaning set forth in Section 4.8.1.

               1.1.113Termination for Convenience has the meaning set forth in Section 13.4.



                                                11
                1.1.114Solar Unit Transmission Provider means ____________, or its successor
in interest, in its capacity as the owner and/or operator of the electrical transmission and
distribution system to which the Project shall be interconnected.

                1.1.115Transmission Provider Safety and Interconnection Requirements means
any and all regulations and requirements (including switching procedures) of the Transmission
Provider, set forth in Exhibit CC, that are applicable to the Work.

              1.1.116Turnover Package means the following:

              (a)     the Solar Unit Turnover Package; and

              (b)    all engineering, design, purchasing and other information relating to the
              Balance of Plant, including: (i) a drawing index; (ii) an index of documents
              included in the package; (iii) copies of Contractor’s and Subcontractors’ Permits;
              (iv) Subcontractor information for equipment purchased (as received from
              vendors) including instruction and maintenance manuals from Subcontractors
              when available; (v) one copy of the Drawings and Documentation; (vi) training
              manuals; (vii) the O&M Manuals; (viii) electrical 1-line diagrams for the Balance
              of Plant; (ix) a cable and raceway schedule for the Balance of Plant; (x)
              connection report/loop diagrams for the Balance of Plant; (xi) all operation and
              maintenance documentation for all components of the Project and (xii) a final list
              and summary of the Work performed by all Subcontractors and verification of the
              payment of all amounts due to each Subcontractor

              1.1.117Warranty Assignment has the meaning set forth in Section 7.2.

               1.1.118Weekly Progress Report means a written weekly report prepared by
Contractor in the form of Exhibit O describing the actual progress of the Work showing in detail
the progress to date and the then-current scheduling of all major elements of design,
procurement, construction, testing and other aspects of the Work, including the incorporation of
delay and acceleration analyses where appropriate, as specified in the Project Schedule.

                1.1.119Solar Development Acquisition and Sale Agreement has the meaning set
forth in the Preamble.

              1.1.120Work has the meaning set forth in Section 2.1.1.

              1.1.121Solar Unit Completion Date means _________, 20__.

              1.1.122Solar Unit Substantial Completion has the meaning set forth in Section
6.5.1.

              1.1.123Solar Unit Substantial Completion Certificate means a certificate in the
form of Exhibit Y-1.

              1.1.124Solar Unit Substantial Completion Date means the date Solar Unit
Substantial Completion is achieved.

                                              12
                 1.1.125Solar Unit Turnover Package means all engineering, design, purchasing
and other deliverable documentation for a Solar Unit, including: (a) O&M Manuals; (b) the
erection and start-up manual, erection diagrams, and connection diagrams for the Solar Units,
details of all interface points and connections and a cable schedule; (c) a motor list for the Solar
Units; (d) a drawing index; (f) a reference index; (g) a line list identifying the where the source
and termination points are located inside each Solar Unit; (h) copies of Contractor’s Permits; (i)
certified drawings of all Towers; (j) copies of all Design Certificates received by Contractor for
the Solar Unit; (k) copies of all Drawings, if any; (m) requirements for road specifications; (n)
the Commissioning and Test and Inspection Procedures including Commissioning
documentation; and (o) inspection record scheme for start-up; (p) All final diagrams and
drawings are to be provided in both an AutoCAD type of format and a Adobe Acrobat .PDF
format.

1.2    Rules of Interpretation. Unless otherwise required by the context in which any term
appears:

       (a)     capitalized terms used in this Agreement have the meanings specified in this
               Article 1;

       (b)     the singular shall include the plural;

       (c)     references to “Articles,” “Sections,” “Schedules,” “Annexes,” “Appendices” or
               “Exhibits” (if any) shall be to articles, sections, schedules, annexes, appendices or
               exhibits (if any) of this Agreement, as the same may be amended, modified,
               supplemented or replaced pursuant to the terms hereof from time-to-time
               hereunder;

       (d)     all references to a particular entity shall include a reference to such entity’s
               successors and permitted assigns;

       (e)     the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a
               whole and not to any particular Section or subsection of this Agreement;

       (f)     all accounting terms not specifically defined herein shall be construed in
               accordance with generally accepted accounting principles in the United States of
               America, consistently applied;

       (g)     references to this Agreement shall include a reference to all appendices, annexes,
               schedules and Exhibits hereto, as the same may be amended, modified,
               supplemented or replaced pursuant to the terms hereof from time -to -time;

       (h)     references to any agreement, document or instrument shall mean a reference to
               such agreement, document or instrument as the same may be amended, modified,
               supplemented or replaced from time-to-time;

       (i)     the use of the word “including” in this Agreement to refer to specific examples
               shall be construed to mean “including, without limitation” or “including, but not


                                                 13
              limited to,” and shall not be construed to mean that the examples given are an
              exclusive list of the topics covered;

       (j)    references to an Applicable Law shall mean a reference to such Applicable Law
              as the same may be amended, modified, supplemented or restated and be in effect
              from time-to-time;

       (k)    where a Party’s acceptance, approval, consent or concurrence is required in
              connection with any matter under this Agreement, such Party shall not
              unreasonably withhold, condition or delay such acceptance, approval, consent or
              concurrence; and

       (l)    where KCP&L is entitled to review any third party document pursuant to this
              Agreement (e.g., O&M Manuals), such review is intended to solicit comments
              from KCP&L and not KCP&L’s approval of such documents.

The Parties collectively have prepared this Agreement, and none of the provisions hereof shall be
construed against one Party on the ground that such Party is the author of this Agreement or any
part hereof.

1.3    Precedence of Documents. In the event of any inconsistencies between this Agreement
(not including the Exhibits) and the other Contract Documents, the following order of
precedence in the interpretation hereof or resolution of such conflict hereunder shall prevail:

       (a)    duly authorized and executed Scope Change Orders and written amendments to
              this Agreement executed by both Parties;

       (b)    this Agreement;

       (c)    the Exhibits hereto; and

       (d)    drawings produced and delivered pursuant hereto (in respect of which, precedence
              shall be given to drawings of a larger scale over those of smaller, figured
              dimensions on the drawings shall control over scaled dimensions, and noted
              materials shall control over undimensioned graphic indications). Where an
              irreconcilable conflict exists among Applicable Laws, this Agreement, the
              drawings included in the Design Documents, and the specifications in the Design
              Documents, the earliest item mentioned in this sentence involving a conflict shall
              control over any later mentioned item or items subject to such conflict.
              Notwithstanding the foregoing provisions of this Section 1.3, if a conflict exists
              within or between parts of the Contract Documents, or between the Contract
              Documents and Applicable Law, or among Applicable Laws themselves, the more
              stringent or higher quality requirements shall control. All obligations imposed on
              Contractor and each Subcontractor under the Contract Documents (other than this
              Agreement) or under Applicable Laws or Applicable Standards and not expressly
              imposed or addressed in this Agreement shall be in addition to and supplement
              the obligations imposed on Contractor under this Agreement, and shall not be
              construed to create an “irreconcilable conflict”. Where a conflict exists among

                                               14
               codes and standards applicable to the Balance of Plant or Contractor’s
               performance of the Work, the most stringent provision of such codes and
               standards shall govern.

                                           ARTICLE 2

                                         THE PROJECT

2.1    Scope of Work.

                2.1.1 Scope of Work. KCP&L hereby retains Contractor to perform or cause to
be performed all Work for the design and engineering, procurement, construction,
Commissioning and start-up of the Balance of Plant and the procurement, delivery, assembly,
erection, installation, Commissioning and start-up of the Solar Units, which Work and services
shall include the Construction Services, materials, equipment, machinery, tools, labor,
transportation, administration and other services and items required to complete and deliver to
KCP&L the fully integrated and operational Balance of Plant and the fully assembled, installed,
tested and operational Solar Units (collectively, “Work”), all on a fixed price (the Contract Price
as defined in Section 4.1), turnkey basis and otherwise in accordance with the Agreement
(including Exhibit A), Applicable Laws and Applicable Standards.

                2.1.2 Turnkey Project.         Contractor acknowledges that this Agreement
constitutes a fixed price obligation to develop, engineer, design, procure, construct, test, start-up
and commission a turnkey project. References to the obligations of Contractor under this
Agreement as being “turnkey” and performing the Work on a “turnkey basis” mean that
Contractor is obligated to supply all of the equipment, materials, software and software licenses,
computer and telecommunication hardware, tools, transportation, administration, labor and
design services and to supply and perform all of the Work, in each case as may reasonably be
required, necessary, or appropriate (whether or not specifically set forth in this Agreement) to
complete the Work such that the Project satisfies the applicable terms and conditions as set forth
in this Agreement, all for the Contract Price. Solar Unit

2.2    Contractor Obligations. Without limiting the foregoing, Contractor shall perform the
following as part of the Work:

               2.2.1 General. Contractor shall perform and execute the provisions of this
Agreement as an independent contractor and not as an agent or employee of KCP&L. Contractor
shall be responsible for all Project construction safety and management, all civil and electrical
infrastructure design, procurement of all necessary software and software licenses (subject to
approval of KCP&L), hardware and telecommunication equipment, installation of such software,
hardware and telecommunication equipment, and the coordination and general management of
the Work. Contractor shall procure, deliver, handle store, and install all materials and equipment
used in the Work. Contractor shall also provide KCP&L with a workspace (including a desk
with telephone and internet access) at or near the Project Site.

                 2.2.2 Balance of Plant. Contractor shall, as part of the Work: (a) supply and
install all transformers and interconnecting cables, including grounding, relocation of existing


                                                 15
lines (if required) necessary to make the Project an operational electricity-generating solar
facility, and all data cables for the control and monitoring system consistent with the Technical
Specifications; (b) supply and install all electrical machinery, equipment and components of the
Project and perform all electrical interconnections; (c) micro-site each Solar Unit in cooperation
with KCP&L; and (d) engineer, procure and construct all such other components of the Project
that are set forth in the Technical Specifications as part of Contractor’s scope of Work, included
in 2.2.1 above, or necessary for the proper operation and maintenance of the Solar Units and
Balance of Plant or required by the Transmission Provider as necessary for all of the solar power
to be distributed as set forth in Exhibit CC.



                2.2.3 Solar Units. Contractor shall procure and supply the Solar Units and
provide all services, labor, equipment and materials necessary to assemble, erect and install the
Solar Units, all in accordance with the Project Schedule, including: (a) the procurement, supply,
transportation, furnishing and delivery to the Project Site of ____________Solar Units all other
materials for incorporation into the Solar Units; (b) the delivery to KCP&L of a Design
Certificate in substantially the same form as attached as Exhibit T; (c) the procurement, supply,
transportation and clearance through customs, if necessary, of the Solar Units and Consumable
Parts to the Project Site; (d) the unloading, storage and transportation at the Project Site of the
Solar Units; (e) the installation and testing of the Solar Unit electrical cables, communication
cables, grounding system, control panels and controllers; (f) the handling and storage of all Solar
Units through Project Substantial Completion; (g) the management of any Work performed by
Subcontractors; (h) the coordination and general management of the Work; (i) the provision of
all labor, supervision, construction tools, construction equipment, cranes and Consumable Parts
necessary to complete the assembly, erection and installation of the Solar Units; and (k) the
management, supervision and control of all testing and Commissioning of the Solar Units in
accordance with the Commissioning Test and Inspection Procedures set forth in Exhibit E.
Contractor shall be responsible for obtaining all customs clearances required in connection with
the provision of equipment, materials and supplies necessary to complete the Work in
accordance herewith, including any temporary clearances for construction and testing equipment
and other items to be used in the Work.

                2.2.4 Storage; Security; Equipment. Prior to the date of Project Substantial
Completion, Contractor shall provide reasonable and appropriate storage and security for all
Solar Units, Consumable Parts, materials, supplies and other equipment required to assemble,
erect and install the Solar Units and other property owned or leased by Contractor or any
Subcontractor located at the Project Site pursuant to the real property rights acquired by KCP&L
pursuant to the Solar Development Acquisition and Sale Agreement or as otherwise provided by
Contractor, incorporated in the Solar Units, or stored or warehoused off the Project Site. All
Solar Units stored at a location other than the Project Site shall be segregated from the property
of Contractor and third parties. Contractor shall use the same care to protect any of KCP&L’s
property at any time in its possession or under its control while performing the Work as it does
with its own property. Notwithstanding properly meeting the standard of care prescribed in the
foregoing sentence, Contractor shall be responsible for any damage to such property while such
property is in Contractor’s care.


                                                16
2.3     Compliance. Contractor shall comply with, and shall cause the Work, the Balance of
Plant, the Solar Unit’s and all components thereof (including the design, engineering,
construction and testing of the Balance of Plant) to comply with, Applicable Standards,
Applicable Laws and this Agreement. Contractor shall inspect or cause to be inspected all
materials and equipment to be incorporated into the Balance of Plant or Solar Units or used in
the performance of the Work and shall reject those items determined not to be in compliance
with the requirements of this Agreement. Except as otherwise expressly provided in this
Agreement, the standard of performance set forth in this Section 2.3 shall apply to all aspects of
the Work, and this Section 2.3 shall be deemed to be incorporated by reference into each
provision of the Contract Documents describing the Work, Contractor’s obligations hereunder,
or referring to the “Requirements of this Agreement” or words of similar effect.

2.4     Scheduling and Milestones. Contractor shall administer the Work in accordance with the
Project Schedule. All Project Schedules shall be delivered to KCP&L in both the native
schedule application format and the Adobe Acrobat format (PDF). Contractor shall meet or
achieve each Critical Path milestone noted as such on the Project Schedule no later than the date
set forth opposite such milestone on such Project Schedule. See Exhibit C-1 for detailed Project
Schedule and Project Controls criteria. If an activity on the Critical Path, as determined at any
given time, is delayed by one (1) Day or more by KCP&L, then the entire Project Schedule shall
be delayed by the corresponding duration (“Revised Critical Path”), unless the Project Schedule
can be altered to change the sequence of activities without altering an existing milestone date in
the Project Schedule. Contractor shall submit a revised schedule indicating that Revised Critical
Path for approval by KCP&L. If an activity on the Critical Path, as determined at any given
time, is delayed by one (1) Day or more other than by KCP&L, unless the Project Schedule can
be altered to change the sequence of activities without altering an existing milestone date in the
Project Schedule then Contractor shall be responsible for this delay. Contractor shall submit a
revised schedule indicating that Revised Critical Path for approval by KCP&L. Contractor shall
coordinate and incorporate the schedules of all Subcontractors into all applicable schedules,
Work plans and progress reports. Contractor shall provide KCP&L a weekly (or other mutually-
agreed frequency or as may be reasonably requested by KCP&L) update to the Project Schedule,
including the incorporation of delay and acceleration analyses where appropriate.             The
Contractor shall not be relieved from the obligation to achieve Solar Unit Substantial Completion
of any Solar Unit by the Solar Unit Completion Date unless such date is extended pursuant to a
Scope Change Order, due to Force Majeure, pursuant to a written notice from KCP&L or as
otherwise provided in this Agreement. Contractor shall furnish to KCP&L regularly updated
schedules (not less than weekly) of the Work supplementing the Project Schedule, including
weekly Work plans of activities being performed at the Project Site and Weekly Progress
Reports. If KCP&L so directs, Contractor shall conduct weekly project meetings at mutually
agreeable locations between representatives of KCP&L and Contractor to review the status of the
Work. Contractor shall promptly notify KCP&L in writing at any time that Contractor has
reason to believe that there could be a material deviation in the Project Schedule and shall set
forth in such notice the corrective action planned by Contractor. Delivery of such notice shall
not relieve Contractor of its obligations to meet the milestone dates specified hereunder.

2.5    Drawings.



                                               17
               2.5.1 Drafts. Contractor shall prepare and submit to KCP&L drafts of such
Drawings and Documentation for Electrical Works on achievement of Electrical Substantial
Completion, and for the balance of the Project on achievement of Project Substantial
Completion. Such drafts shall be in a form that contains sufficient information to permit
operator training, operation, Repair and modification of the Project or the portion thereof (as
applicable) by Persons generally familiar with the machinery and equipment similar to that
comprising the Project or the portion thereof (as applicable).

                2.5.2 As Builts. Contractor shall prepare and submit to KCP&L a complete set
of as-built drawings (including an electronic copy prepared by Contractor in accordance with the
standard of performance in Section 2.1 and in an AutoCAD format acceptable to KCP&L, which
accurately and completely represent in reasonable detail the physical placement of all Solar Units
and Balance of Plant as assembled, erected and installed (“Drawings and Documentation”) no
later than the date of Final Completion.

2.6    Engineering and Design.

               2.6.1 Engineering. Contractor shall perform or cause to be performed all
engineering and design services for completion of the Work in conformity with the
Requirements of this Agreement. All engineering Work requiring certification shall be certified,
and all Design Documents requiring sealing shall be sealed, in each case by professional
engineers licensed and properly qualified to perform such engineering services in all appropriate
jurisdictions. Based on the Technical Specifications, Contractor prepare comprehensive
drawings and specifications setting forth in detail the requirements for the procurement,
assembly, erection and installation of the Solar Units.

                2.6.2 Design. Contractor shall design the Project, including the Balance of
Plant such that they are in compliance with the requirements of the Contract Documents,
Applicable Laws and Applicable Standards. KCP&L shall participate in Design Development
by reviewing preliminary Design Documents and providing timely feedback to Contractor. No
later than one hundred and twenty (120) Days after the Effective Date, Contractor shall finalize
and submit to KCP&L all drawings and specifications for the Work (“Design Documents”);
provided, however, that Contractor and KCP&L shall cooperate during such period in the
preparation and design review of such Design Documents. Based on the Technical
Specifications, Contractor shall prepare comprehensive drawings and specifications setting forth
in detail the requirements for the procurement and construction of the Work. As the drawings
and specifications for the Work are issued, they shall be clearly identified as Design Documents.

               2.6.3   [INTENTIONALLY OMITTED]

               2.6.4   Review of Drawings.

                       2.6.4.1          Plan for Review Schedule. Contractor shall provide to
KCP&L, within thirty (30) Days following the Effective Date, a submittal schedule setting out
the anticipated dates of issue of all drawings and documents sufficient to enable KCP&L to plan
its review of the documentation. Contractor shall transmit in a timely fashion one (1) set of
reproducible drawings as prepared by Contractor or a Subcontractor in conjunction with the


                                               18
performance of the Work (in addition to the Drawings and Documentation to be included in the
Turnover Package) for each Turnover Package deliverable to KCP&L under Section 2.6.9.2, and
any additional drawings and documents not listed above pursuant to KCP&L’s reasonable
request therefore.

                        2.6.4.2         Submission of Drawings. Contractor shall submit to
KCP&L, periodically through the date of Final Completion within a reasonable time after the
request therefore, current complete copies of the Solar Unit drawing list and document list.
Contractor shall use reasonable efforts to make available for KCP&L: (i) one (1) set of Design
Documents as prepared by Contractor or any Subcontractor in conjunction with the performance
of its services hereunder (in addition to the Drawings to be included in the Turnover Packages);
and (ii) any additional drawings and documents not listed in this Section 2.6.4.2, pursuant to
KCP&L’s reasonable request therefore. Contractor shall submit to KCP&L, periodically through
the date of Project Substantial Completion, current complete copies of the Project drawing list
and document list, and shall submit to KCP&L, within a reasonable time after the request
therefore, each other document and drawing that KCP&L requires for the construction, operation
and maintenance of the Balance of Plant (each of which shall constitute a Contract Document).
Contractor shall submit to KCP&L, within one hundred twenty (120) Days following the
Effective Date, copies of the following for KCP&L’s review: (i) specifications regarding
proposed equipment and cranes (including outrigger locations); and (ii) any unique design
criteria required for road specifications, including loadings and clearances. If this Agreement is
terminated prior to the Project Substantial Completion Date, Contractor shall furnish KCP&L
with any and all final documents that have been prepared as of such termination date, and the
most up-to-date versions of documents which are not yet final. All plans and drawings,
calculations, specifications and other related design, construction, start-up and performance test
information prepared in connection with engineering, construction, start-up and testing of the
Balance of Plant shall be delivered to KCP&L no later than the Project Substantial Completion
Date. KCP&L shall have the right to retain and use a reproducible set of all Contractor’s
proprietary drawings, specifications and other documents for use in respect of the operation and
maintenance of the Project. The review (or lack thereof) by KCP&L or its designees of any
Project documents provided by Contractor, and the fact that KCP&L has not discovered any
errors reflected in such Project documents, shall not relieve or release Contractor of any of its
duties, obligations or liabilities under the terms of this Agreement.

                         2.6.4.3        KCP&L Comment. Except as otherwise provided in this
Agreement, within fourteen (14) Business Days of receipt of any drawing or document required
to be submitted to it for review under this Agreement, KCP&L shall notify Contractor of any
resulting reasonable comments or queries. If KCP&L fails to respond within such period, then
such drawing or document shall be deemed to have been reviewed by KCP&L. Contractor shall,
within fifteen (15) Business Days of KCP&L’s notification of any comments or queries on any
drawing or document, amend such drawing or document or otherwise respond to KCP&L’s
comments or queries. KCP&L’s review of any designs shall not be construed as approval of
Contractor’s engineering nor shall KCP&L’s failure to review be construed as disapproval.
KCP&L shall notify Contractor as soon as practicable after it becomes aware of any errors in
such designs; provided, however, that failure to so notify Contractor shall not constitute a breach
of this Agreement by KCP&L nor relieve or release Contractor of any of its duties, obligations or
liabilities under the terms of this Agreement.

                                                19
               2.6.5 Preparatory Work; Surveys. Contractor shall undertake all necessary
Project Site preparation; all such Work contained in this Section 2.6.5 shall be performed in
accordance with the Requirements of this Agreement.

               2.6.6   Materials, Equipment and Related Services.

                       2.6.6.1         Contractor Procurement. Contractor shall procure and
supply, at its own expense, whether by producing itself or by procuring from others, all
materials, equipment and services required for performance of its obligations under this
Agreement (whether on or off the Project Site), including the furnishing of labor, equipment,
materials, all necessary software and software licenses, hardware and telecommunication
equipment and tools for performance of the Work. Contractor shall be responsible, at its sole
expense, for furnishing and installation of all temporary utilities, telephone, data lines, cabling
and wiring necessary for all activities associated with the completion of the Work. All
equipment and materials purchased by Contractor for transfer under this agreement shall be new
(except as otherwise agreed to in writing by KCP&L) and of suitable grade for their respective
purpose. Contractor shall have exclusive responsibility for construction methods, means,
techniques and procedures and for the establishment of and compliance with safety procedures at
the Project Site. All materials, supplies and equipment which may be used in performance of the
Work and which are stored at a location other than on the Project Site shall be segregated from
other goods or identified as belonging to KCP&L.

                      2.6.6.2      Project Quality Assurance Plan. Exhibit BB sets forth the
quality assurance and quality control procedures for the Project and delineates the steps
necessary for engineering, procurement and construction of the Balance of Plant and the Solar
Units. KCP&L hereby accepts such Project Quality Assurance Plan. KCP&L’s acceptance of
such Project Quality Assurance Plan shall not relieve Contractor of any of its obligations under
this Agreement.

                 2.6.7 Permits and Other Approvals. Contractor shall be solely responsible for
obtaining and maintaining all Permits in Exhibit H not already assigned to KCP&L pursuant to
Exhibit 6.14(a) of the Solar Development Acquisition and Sale Agreement, and other approvals
necessary or required by Applicable Law or the otherwise necessary or desirable for Contractor
to properly perform the engineering, procurement, construction, commissioning, start-up and
related services for the Project. Such Permits and other approvals shall include, but not be
limited to, all construction permits, transportation permits, crossing rights with respect to
electrical distribution lines, cable TV lines, drain tiles, rural water lines, telecommunication lines
and other facilities, and other licenses, rights-of-way and other real property rights and
easements necessary for Contractor to complete the Work that are not part of the real property
rights acquired by KCP&L pursuant to the Solar Development Acquisition and Sale Agreement.
If any required Permit has been omitted by Contractor from Exhibit H, such omission shall not
constitute a breach of this Agreement or the Solar Development Acquisition and Sale
Agreement; provided, however, that Contractor timely obtains such Permit and any related delay
does not materially adversely affect the Project Schedule’s Critical Path. At Contractor’s request,
KCP&L shall provide reasonable assistance to Contractor in obtaining Permits or other
approvals, provided that any KCP&L assistance to Contractor in obtaining, or negotiation of,
such rights shall be for Contractor’s account and KCP&L may deduct such costs and reasonable

                                                 20
expenses from any payment due to Contractor from KCP&L hereunder.                      Contractor is
responsible for complying with all requirements of such permits.

               2.6.8   Real Property Matters.

                     2.6.8.1         Relocation of Facilities. If relocation of any utilities,
transmission lines or other facilities from their existing or currently planned location, is
necessary for the performance of the Work, the Contractor shall solely bear all costs and
expenses associated with relocating any such utilities, transmission lines or other facilities.

                      2.6.8.2         Crop Damages and Other Damage from Construction.
Contractor shall be solely responsible for damage to buildings, roads and highways, bridges and
crossings, whether public or private; or any other damage claims and expenses arising out of or
in connection with Contractor’s performance of the Work.

                      2.6.8.3        Consumable Parts. Contractor shall supply all consumable
parts required for assembling, erecting, installing, Commissioning and start-up testing of the
Solar Units prior to Project Substantial Completion, including consumable supplies normally
consumed in the assembly, erection, installation, Commissioning and start-up testing of Solar
Unit (“Consumable Parts”). “Consumable Parts” shall not include any Spare Parts or any
consumable parts used or necessary for use in connection with the regularly scheduled service
and maintenance of the Solar Units. Within ten (10) Days of Project Final Completion,
Contractor shall provide to KCP&L a detailed report describing the use of Consumable Parts
from the period from Mechanical Completion to Project Final Completion; such report shall
indicate which Solar Units required such Consumable Parts.

                       2.6.8.4           Spare Parts. Contractor shall provide KCP&L a general list
of the types and quantities of Spare Parts necessary to operate and maintain the Solar Units and
the Balance of Plant; this list is set forth in Exhibit K. Contractor shall use its reasonable efforts
to cause all of its Major Subcontracts to require that their respective suppliers and manufactures,
for a period of twenty (20) years from Final Completion, sell to KCP&L Spare Parts for all
components of the Balance of Plant (other than the roads) at a fair market price.

               2.6.9   O&M Manuals and Turnover Packages.

                       2.6.9.1      O&M Manuals. Not later than thirty (30) Days prior to the
anticipated Commissioning of the first Solar Unit, Contractor shall submit draft copies of the
O&M Manual. Not later than fifteen (15) Business Days after Final Completion, Contractor
shall prepare in individually numbered bound volumes and /or electronic format and deliver to
KCP&L two (2) sets of such O&M Manual.

                      2.6.9.2        Turnover Packages. Not later than thirty (30) Days after
the Effective Date, Contractor shall deliver to KCP&L two (2) copies of the draft of the Solar
Unit Turnover Packages, either in Turnover Package format or in a form and format available as
a result of the design and construction process, as appropriate. A draft shall mean a set of
documents that is as reasonably complete as available information allows, containing, at a
minimum, sufficient information to permit the conduct of operator training and operation, Repair
and modification of the Project by Persons generally familiar with machinery and equipment

                                                 21
similar to that comprising the Project. With respect to each Solar Unit, Contractor shall provide
two (2) copies of the final and complete Solar Unit Turnover Packages to KCP&L within thirty
(30) Days after each Solar Unit Project Substantial Completion Date; provided, however, that
any such Solar Unit Turnover Package may incorporate by reference materials in a previously
delivered Solar Unit Turnover Package for a different Solar Unit if such incorporation by
reference is appropriate and approved by KCP&L. Contractor shall provide two (2) copies of the
final and complete Turnover Packages to KCP&L within thirty (30) Days after the Project
Substantial Completion Date and two (2) copies of the Solar Unit Turnover Packages within
thirty (30) Days after Project Substantial Completion. The Turnover Packages and Solar Unit
Turnover Packages shall be prepared in the English language only. Except with respect to the
design and manufacture of the Solar Units, where any of the information in the Turnover
Packages was produced by computer-aided design and is available to Contractor or any
Subcontractor, Contractor shall provide or cause to be provided to KCP&L a disk copy of such
information. KCP&L shall have the right to use such information for operation and maintenance
of the Project only. All documentation should be provided both in three (3)-ring binders and in
an electronic format acceptable to KCP&L.

               2.6.10 Labor and Personnel. Contractor shall provide all labor and personnel
required in connection with the Work all of whom shall be competent to perform those portions
of the Work each shall perform on the Project. Personnel described above shall have all had
extensive plant experience with Solar Units similar to the Project Solar Units in technology and
magnitude. Replacement of Contractor’s personnel if required by KCP&L pursuant to this
Section 2.6.10 shall not relieve Contractor of any of its obligations hereunder or be construed as
a waiver by KCP&L of any of its rights under the Contract Documents. Contractor shall conduct
periodic searches (to the extent permitted by Applicable Law and any applicable project labor
agreements) of employee and Subcontractor personal and professional possessions, including
automobiles, trucks, briefcases, lunchboxes and persons, for the presence of alcohol and illegal
drugs and shall otherwise institute effective programs to forbid and prevent the use of such items.
KCP&L shall have the right to require the immediate removal and permanent expulsion from the
Project Site and from any Work associated with the Work of any person: (a) that at any time is
found under the influence of or in possession of alcohol, illegal drugs (including any amount of
marijuana) or controlled substances; (b) possesses firearms or other weapons not allowed on
KCP&L property or job site at any time or (c) that, in KCP&L’s reasonable opinion (as set forth
in writing and delivered to Contractor), is causing or creating a condition that is detrimental to
the Project.

               2.6.11 Safety and Emergencies.

                       2.6.11.1      Safety. During the performance of the Work, Contractor
shall initiate and maintain safety precautions and programs in accordance with the safety
program attached hereto as Exhibit R (“Contractor’s Safety Program”), to conform with
Applicable Laws or other requirements reasonably designed to prevent injury to persons or
damage to property on, about or adjacent to the Project Site. Contractor shall be solely
responsible for initiating, maintaining and supervising all safety measures and programs in
connection with the performance of Work. Such precautions and programs shall include
prevention of injury by local flora and fauna. Contractor shall erect and maintain reasonable
safeguards for the protection of workers and the public. Contractor shall exercise reasonable

                                                22
efforts to eliminate or abate all reasonably foreseeable safety hazards created by or otherwise
resulting from performance of the Work. Contractor shall, and shall cause all of its employees,
agents and Subcontractors to follow the Contractor’s Safety Program and to follow at a minimum
the Transmission Provider Safety and Interconnection Requirements during the performance of
the Work relating to the Project Substation.

                      2.6.11.2     Emergencies. During the performance of the Work, in the
event of any emergency endangering persons or property, Contractor shall take such action as
may be reasonable and necessary to prevent, avoid or mitigate injury, damage or loss and shall,
as soon as possible, report any such incidents, including Contractor’s response thereto, to
KCP&L. Contractor shall reimburse KCP&L for any costs incurred by KCP&L in taking any
actions required of it in the event of an emergency (not otherwise caused by KCP&L).
Contractor shall assist KCP&L in any safety or accident investigation and promptly provide
information as requested by KCP&L related thereto.

                2.6.12 Hazardous Materials. During the performance of the Work, Contractor
shall not, nor shall it permit any Subcontractor to, bring any Hazardous Materials on the Project
Site (other than Hazardous Materials to be used by Contractor or any Subcontractor in a manner
that both: (a) does not violate, or require reporting or disclosure under, any Applicable Laws
relating to the environment; and (b) is consistent with customary business practice for
manufacturing, delivering, installing, assembling, erecting, Commissioning, start-up testing,
operating and maintaining solar energy projects, such as lubricants). Contractor shall bear sole
responsibility and liability for such materials brought on the Project Site by Contractor or any
Subcontractor, whether such materials are permitted to be brought on the Project Site pursuant to
this Section 2.6.12 or are brought on the Project Site in violation of this Section 2.6.12; provided,
however, that upon passage of title, responsibility for Hazardous Materials contained within the
Solar Units pursuant to the Solar Units Technical Specifications, as well as Consumable Parts
stored at the Project Site shall pass to Buyer. Contractor shall minimize the use of Hazardous
Materials in performance of the Work and shall not utilize, or permit or cause any Subcontractor
to utilize, such Hazardous Materials as are prohibited under Applicable Law from being
imported into or used in the United States. Contractor shall maintain an updated file of all
material safety data sheets for all Hazardous Materials used in connection with performance of
the Work or at or near the Project Site or at any construction area related to the Project and shall
deliver an update of such file to KCP&L no later than ten (10) Business Days after the end of
each month. Contractor shall maintain an accurate record and current inventory of all Hazardous
Materials used in performance of the Work or at or near the Project Site or at any construction
area related to the Project, which record shall identify quantities, location of storage, use and
final disposition of such Hazardous Materials. Contractor shall implement and administer a
Hazardous Materials handling program for all of its employees and all Subcontractors which
shall include development of guidelines and training with respect to the proper handling use and
disposal of Hazardous Materials and the development, implementation and enforcement of
procedures for notification of KCP&L and appropriate Governmental Authorities about, and
clean-up of, spills and other emissions of Hazardous Materials, which program shall be provided
to KCP&L for review within thirty (30) Days after the Effective Date and prior to any Work at
the Project Site.



                                                 23
               2.6.13 Start-Up and Testing. Contractor shall perform the start-up and testing of
the Solar Units and Balance of Plant, including the calibration and functional testing of all
controls and equipment in accordance with Exhibit E.

               2.6.14 Clean-up; Non-Interference. Contractor shall at all times keep the Project
Site reasonably free from waste materials or rubbish caused by its activities. During the period
from Project Substantial Completion to completion of the Punch List Items, Contractor’s
performance of the Work shall not unreasonably interfere with the commercial operation of the
Solar Units. As soon as practicable after the completion of all Punch List Items, Contractor shall
remove all of its equipment and materials not constituting part of the Project and complete
removal of all waste material and rubbish from and around the Project Site. All waste material
and rubbish resulting from the Work shall be handled and disposed of by Contractor at its own
expense in accordance with all Applicable Laws. Contractor shall provide to KCP&L copies of
all waste disposal manifests, if any.

               2.6.15 Hazardous Materials Disposal. Contractor shall arrange and contract for
the disposal, transportation, record-keeping and reporting of known Hazardous Materials
generated by or produced by Contractor in its performance of the Work, and from the operation
of the Project prior to Project Substantial Completion, from the Project by licensed, insured,
competent and professional contractors in a safe manner and in accordance with Applicable Law
and any Governmental Authority requirements.

              2.6.16 Books and Records; Taxes. Contractor shall keep such books, records and
accounts as may be necessary for proper financial management under this Agreement; Contractor
shall maintain and preserve such books, records and accounts for as long as required by
Applicable Law. In addition, within a reasonable period of time after a request therefore,
Contractor shall provide KCP&L with any information regarding quantities and descriptions of
the Work that KCP&L reasonably deems necessary in connection with the preparation of its tax
returns and other regulatory compliance filings. KCP&L shall have the right to timely audit
Contractor’s books, records and accounts in order to verify costs associated with cost plus Scope
Change Orders.

2.7     Commencement of the Work.            Contractor shall commence the Work as soon as
practicable after receipt of the issuance of a Notice to Proceed from KCP&L. Such Notice to
Proceed shall be contingent on KCP&L receiving Commission Approval for the Project or upon
KCP&L’s specific notice to waive its right to obtain Commission Approval. Contractor shall not
be authorized to commence any Work, nor shall any Work be deemed to have been commenced
under this Agreement, prior to the date specified in the Notice to Proceed; provided, however,
that pursuant to such terms and conditions as KCP&L and Contractor may agree upon,
Contractor shall proceed with so much of the Work as may be specified in the Limited Notice to
Proceed, and any amendments thereto, from the date specified therein. Contractor warrants that
it has reviewed the Technical Specifications and agrees that they are sufficient to perform all of
the Work. Contractor further agrees that, after the Effective Date, it will not make any claims for
additional costs or extensions of the Milestone Dates based on the content of the Technical
Specifications being insufficient to complete the Work.



                                                24
2.8    Interconnection. Contractor shall be responsible for complying with those provisions of
Exhibit M that are applicable to Contractor’s Work, if any.

2.9     Engagement of Third Parties by Contractor. Except as set forth in Section 3.2,
Contractor may, in its sole discretion and at its sole cost and expense, engage such Persons
(including Contractor’s Affiliates) as it deems advisable for the purpose of performing or
carrying out any of the obligations under this Agreement; provided, however, that no such
engagement shall relieve Contractor of any of its obligations or liabilities hereunder; and,
provided further, that such engagement is consistent with Section 3.1. As between KCP&L and
Contractor, Contractor shall be solely responsible for the acts, omissions or defaults of its
Subcontractors and their agents, representatives and employees including all third parties
engaged pursuant to this Section 2.9. Nothing in this Agreement shall be construed to impose on
KCP&L any obligation, liability or duty to a Subcontractor or other third party engaged pursuant
to this Section 2.9, or to create any contractual relationship between any such Subcontractor or
other third party and KCP&L, except after assignment of the Solar Unit Warranties.

2.10   KCP&L’s Right to Inspect; Correction of Defects.

                2.10.1 Right to Inspect. KCP&L and KCP&L’s authorized representatives shall
have the right to inspect the Work and to maintain personnel at the Project Site for such purpose,
subject in all cases to Contractor’s reasonable safety precautions. If any portion of the Work
should be covered contrary to the express request of KCP&L, or contrary to the requirements
specifically expressed in the Contract Documents, such portion of the Work, if requested by
KCP&L, shall be uncovered for KCP&L's observation and, if necessary, repaired or replaced and
covered again at Contractor's expense. If any other portion of the Work is covered that KCP&L
has not specifically requested to observe prior to being covered, KCP&L may request to see such
Work, and Contractor shall uncover it. If such other portion of the Work is found, upon
inspection, not to be in accordance with the Requirements of this Agreement, the cost of
uncovering and covering the Work again shall be the sole responsibility of Contractor; provided,
however, if such portion of the Work is found to be in accordance with the Requirements of this
Agreement, KCP&L shall pay the cost of uncovering and covering again.

              2.10.2 Correction of Defects. When Contractor becomes aware prior to Project
Substantial Completion of any part of the Work that is defective or not in accordance with this
Agreement, Contractor shall, at its sole cost and expense, promptly correct such part of the
Work, regardless of the stage of its completion or the time or place of discovery of such errors
(but within the time periods specified in Article 7, if applicable), and regardless of whether
KCP&L has previously accepted it through oversight or otherwise. In the event that any part of
the Work is discovered to be in a defective condition or not conforming to the Requirements of
this Agreement after Electrical Substantial Completion, Solar Unit Substantial Completion or
Project Substantial Completion, such discovery shall not invalidate acceptance; provided,
however, that Contractor shall promptly correct or Repair such defective condition or re-perform
such non-conforming Work in accordance with the provisions of Article 7.

2.11 No Liens. Subject to Section 4.4, and provided that KCP&L pays all undisputed amounts
when required by the Agreement, Contractor shall not directly or indirectly create, incur, assume
or suffer to be created by it or any Subcontractors, employees, laborers, materialmen or other

                                               25
suppliers of goods or services any lien or encumbrance on the Project Site, the Solar Units, the
Balance of Plant, the Project or any part of, or interest in, any thereof. Contractor shall promptly
pay or discharge of record (by bond or otherwise) any such lien or encumbrance for labor,
materials, supplies or other charges which, if unpaid, might be or become a lien upon the Project
Site, the Project, or any component thereof. Contractor shall immediately notify KCP&L of the
assertion of any such lien or encumbrance. If Contractor fails promptly to pay or discharge any
lien or encumbrance when required by this Section 2.11, and Contractor is not contesting the lien
or encumbrance in good faith, then following written notice to Contractor, KCP&L shall have
the right to pay or discharge such lien or encumbrance, and immediately recover from Contractor
the expenses incurred by KCP&L in connection with such payment or discharge from
Contractor. KCP&L shall use reasonable efforts to mitigate its costs and damages.

2.12 KCP&L Notification. Contractor shall notify KCP&L of any notice of intent to file a lien
or a filing of any lien or encumbrance by Contractor, Subcontractor and/or vendor against the
Project Site, the Project, the Solar Units, the Balance of Plant or any part thereof promptly upon
receiving the notice, learning of such lien or encumbrance, or any circumstance that is
reasonably likely to result in the filing of a lien.

2.13 Cooperation. KCP&L shall cooperate with Contractor in connection with Contractor’s
efforts to obtain the approvals, certificates and Permits that Contractor is seeking.

2.14 Electromagnetic Interference With Communications. Neither the Project nor its
operation shall cause interference with communications, microwave, television, radio, or
navigation that is contrary to Federal Communications Commission regulations or other
Applicable Laws or Applicable Standards under conditions existing at and in the vicinity of the
Project on the Project Substantial Completion Date. During the performance of the Work, in the
event the Project or its operation causes such interference, Contractor shall take measures
necessary to correct the problem as required by Applicable Law at the Date of Final Completion.

                                           ARTICLE 3

                                     SUBCONTRACTORS

3.1    Subcontractors.

              3.1.1   Subcontracts. KCP&L acknowledges that Contractor intends that
portions of the Work shall be accomplished by Subcontractors pursuant to certain written
Subcontracts between Contractor and such Subcontractors.

                       3.1.1.1 Contractor understands that KCP&L has made a strong
commitment to use for the Project local Subcontractors employing local subcontractors and
labor. Accordingly, KCP&L expects Contractor to undertake, and Contractor accepts the
obligation to undertake, substantial good faith efforts to recruit and retain qualified local
Subcontractors and labor to achieve the defined goals of KCP&L. Contractor shall use its
reasonable efforts to identify and use such potential Subcontractors where they possess the
necessary capabilities and it is reasonably economical to do so.



                                                26
                        3.1.1.2 Diverse Supplier Participation. Contractor further understands that
KCP&L is a strong supporter of the development of diverse businesses and sets utilization goals
to optimize the use of certified diverse businesses, which include: minority and women-owned
business enterprises (“M/WBEs”), small businesses, veteran and hub zones. Contractor shall
provide certified diverse businesses the maximum practicable opportunity consistent with
efficient contract performance to participate in the course of performing this Contract.
Contractor, when utilizing Subcontractors shall proactively pursue certified diverse businesses
participation. Contractor shall optimize its involvement of certified diverse businesses and work
toward achieving utilization of at least 10% of the final total dollars payable under this Contract
while not incurring any additional costs. Participation shall be determined on the basis of the
total dollars spent in connection with the Work covered by this Contract. The diverse business
participation may be as joint venture partner(s), supplier(s), Subcontractor(s), subconsultant(s),
and/or distributor(s) and/or as direct and/or indirect purchases. Owner has the right, upon
twenty-four hours prior written notice, to inspect Contractor’s records relating to its attempts to
achieve this goal.

                        3.1.1.3 Reporting Requirements. Contractor has submitted a plan for
utilizing diverse suppliers to Owner’s Manager, Supplier Diversity. Contractor agrees to comply
with the requirements set forth in Exhibit I-1 Subcontractor Reporting Requirements. , and
include such information with the Monthly Progress Report, providing at a minimum the
following information: (a) a brief narrative of Contractor’s efforts to achieve the stated level of
participation; (b) a brief narrative of how Owner may assist Contractor in achieving the stated
level of participation; (c) a brief narrative of Contractor’s mentorship of certified diverse
business entities; (d) the certified diverse business contractors to which Contractor has awarded
contracts to date with a description of the work to be performed and the values of those
contracts; (e) the certified diverse business contractors to which Contractor anticipates awarding
contracts with a description of the work to be performed and the estimated values of those
contracts; (f) a list of subcontracts that Contractor anticipates releasing for bid over the
subsequent four weeks; (g) a comparison of its current participation levels against its submitted
plan; and (h) with regard to all those contracts listed in Contractor’s response to subparts (d) and
to the extent available (e), provide: (1) the name of the business; (2) the diverse business
certification; (3) the address and contact information for the certified diverse business; (4)
address and contact information for the business owner(s); and (5) a list of the officers and
directors of the business (as applicable).

                3.1.2 Potential Subcontractors. Contractor agrees to provide KCP&L with the
list of potential Subcontractors it is considering for performing aspects of the Work upon the
reasonable request by KCP&L. KCP&L agrees to the use and engagement of Subcontractors by
Contractor; provided, that Contractor may not enter in to any contract with a Major
Subcontractor unless the Major Subcontractor has been approved by KCP&L in accordance with
Section 3.2, and that Contractor shall provide KCP&L with the right to inspect all aspects of the
Work at facilities of each Major Subcontractor to the extent practical. All Major Subcontracts
with Major Subcontractors shall be consistent with the terms and provisions of this Agreement to
the extent such terms and provisions are commercially reasonable and relevant to such
Subcontractor’s work. Except as hereinafter provided, no contractual relationship shall exist
between KCP&L and any Subcontractor with respect to the Work to be performed hereunder.
Contractor shall require and shall cause all Work performed by Subcontractors to be in

                                                27
accordance with the Requirements of this Agreement. No Subcontractor is intended to be nor
shall be deemed a third-party beneficiary of this Agreement. Contractor agrees that it shall be
fully responsible to KCP&L for the acts and omissions of Subcontractors and of Persons directly
or indirectly employed by them, as it is for the acts or omissions of Persons directly employed by
Contractor. Nothing contained herein shall obligate KCP&L to pay any Subcontractor and
Contractor shall be solely responsible for paying each Subcontractor and any other Person to
whom any amount is due from Contractor in connection with the Project.

               3.1.3   Assignment and Third Party Beneficiaries.

                      3.1.3.1        Contractor shall provide for the contingent assignment to
KCP&L of all Subcontracts and Major Subcontracts upon termination of this Agreement by
Owner (other than Termination for Convenience). Such contingent assignments shall provide
that, provided Owner fulfills Contractor's obligations to such Subcontractor and Major
Subcontractor the Subcontractor and Major Subcontractor shall perform its obligations pursuant
to their respective agreements on behalf of Owner, its successors and assigns. No such
agreement shall bind or purport to bind KCP&L until and unless KCP&L accepts the assignment
of such Subcontract and Major Subcontract.

                      3.1.3.2      All Subcontracts shall be in writing and shall contain the
following sentence, “KCP&L is an intended third-party beneficiary of this Subcontract.”

                3.1.4 Subcontractor and Vendor Warranties. Without derogating Contractor’s
representations and warranties and other testing requirements and guarantees set forth herein
with respect to all of the Work, Contractor shall use commercially reasonable efforts to obtain
from all Subcontractors any representations, warranties, guarantees and obligations offered by
such Subcontractors and to negotiate the longest reasonably practicable warranty periods at no
additional cost with respect to design, materials, workmanship, equipment, tools, supplies, and
other items furnished by such Subcontractors. To the extent assignable, Contractor shall assign
all representations warranties, guarantees and obligations of all Subcontractors to KCP&L at the
request and direction of KCP&L upon termination of Balance of Plant Warranty Period.

3.2      Major Subcontracts. Appended to this Agreement as Exhibit I is a list of approved
Subcontractors. In the event that Contractor is considering the selection of a Subcontractor not
listed in Exhibit I for a Major Subcontract, Contractor shall: (i) notify KCP&L of the proposed
Major Subcontractor(s) at the earliest practical point in its selection process and furnish to
KCP&L all information reasonably requested by KCP&L with respect to Contractor’s selection
criteria (including copies of bid packages furnished to prospective Major Subcontractors and the
qualifications of proposed Major Subcontractors); and (ii) notify KCP&L no less than ten (10)
Business Days prior to the proposed date of execution of a Major Subcontract. KCP&L shall
have the right to reject for good cause any proposed Major Subcontractor, and Contractor shall
not enter into any Major Subcontract with a proposed Major Subcontractor rejected by KCP&L.
KCP&L shall undertake in good faith to review the information provided by Contractor
expeditiously and shall notify Contractor of any such rejection as soon as practicable after such
decision is made. If at the end of the ten (10) Business Days after receipt of such information by
KCP&L Contractor has not received notice of KCP&L’s rejection of the proposed Major
Subcontractor, Contractor shall have the right to execute such agreement with the proposed

                                               28
Major Subcontractor and such Major Subcontractor shall be deemed added to the list of approved
Subcontractors in Exhibit I.

3.3     Subcontract Termination or Cancellation Fees. Prior to entering into any agreement
including, but not limited to, Subcontract(s)or Major Subcontract(s), that requires the payment of
a cancellation fee or other termination costs to a Subcontractor or Major Subcontractor upon the
cancellation of the Work for any reason whatsoever, Contractor shall submit such language to
KCP&L for review and approval. If such language is not submitted to and approved by KCP&L,
or if such language is submitted to but not approved by KCP&L, then Contractor shall have no
right to receive reimbursement for such cancellation or termination costs or fees from KCP&L.

                                           ARTICLE 4

                           CONTRACT PRICE AND PAYMENTS

4.1    Contract Price.

                 4.1.1 In General. As consideration to Contractor for completing and furnishing
the Work and conveying the Acquired Assets (as defined in and in accordance with the terms and
conditions of the Solar Development Acquisition and Sale Agreement), KCP&L agrees to pay
Contractor ____________________________ Dollars ($___________) (“Contract Price”); the
Contract Price shall be exclusive of any sales and use taxes. Except with respect to certain taxes
as set forth in Section 4.2.2 and as provided in Article 9, the Contract Price shall not be increased
for any reason under this Agreement. The Contract Price is stated in United States Dollars and
is not subject to adjustment for exchange rate fluctuations.

              4.1.2 Equipment, Materials and Services. The Contract Price shall include
payment for all costs of equipment, temporary equipment, materials, labor, transportation,
engineering, design and other services relating to Contractor’s performance of its obligations
under this Agreement and the Work (including any intellectual property rights licensed under
this Agreement, expressly or implication) provided by Contractor or such Subcontractors.

4.2    Taxes.

               4.2.1 Tax Responsibility Generally. Except as provided in Section 4.2.2, the
Contract Price shall include payment for: (i) all United States federal, national and foreign taxes
including, but not limited to, goods and services taxes, occupational, excise, unemployment,
ownership, value-added, gross receipts, and income taxes and any and all other taxes effective or
enacted as of the Effective Date or thereafter, each as imposed on Contractor or its
Subcontractors or the Work or the Project (collectively referred to as, “Taxes”); and (ii) all
duties, customs, levies, imposts, fees, royalties or charges of any kind (whether in the United
States or elsewhere and including any of the foregoing related to the importation of any items
into the United States) arising out of the exportation and importation of any component or part of
the Solar Unit, the Balance of Plant, drawings, designs or other Work or out of Contractor’s or
any such Subcontractor’s performance of the Work, or with respect to any equipment, materials,
software and software licenses, labor, or services provided under this Agreement, including any
increases thereof that may occur after the Effective Date. The Contract Price shall not be


                                                 29
increased with respect to any of the foregoing items in (i) or (ii) above or with respect to any
withholdings in respect of any of the foregoing items that KCP&L may be required to make.
Notwithstanding the foregoing, Contractor shall not be liable for, and the Contract Price shall not
include any taxes for which KCP&L is responsible pursuant to Section 4.2.2. Contractor shall
provide to KCP&L all information reasonably requested by KCP&L to confirm that the correct
amount of sale and use tax or other like taxes shall be paid on the Work and the Project.

                4.2.2 Sales Tax. Notwithstanding anything to the contrary in this Agreement,
the Contract Price shall not include, but KCP&L shall pay or reimburse Contractor for, any sales,
use, transfer, documentary transfer, excise or other tax levied by any state, county or local
government with respect to the purchase, sale, lease or use of any property or services that are
part of the Work or the Project (“Sales Tax”), without regard to whether the person required by
law to report, collect or pay such sales Tax was Contractor, any Subcontractor, a person selling
to either of them, or any other person.

                 4.2.3 Tax Administration and Payment. Contractor shall timely administer and
pay all Taxes for which Contractor is responsible, and timely furnish to the appropriate taxing
authorities all required information and reports in connection with such Taxes and furnish copies
of such information and reports (other than information specifically pertaining to Contractor’s
income and profit) to KCP&L. Upon receipt of an invoice submitted by Contractor, KCP&L
shall promptly pay to Contractor (or, at the request of Contractor, directly to the applicable
Governmental Authority) any Sales Tax pursuant to Section 4.2.2. Contractor shall provide to
KCP&L all information reasonably requested by KCP&L to confirm that the correct amount of
Sales Tax shall be paid with respect to the Work and the Project.        KCP&L, or transactions
involving KCP&L may be exempt from some Taxes or Sales Taxes under State of Missouri or
Kansas law or other Applicable Law. To the extent necessary, information and forms, including
the Tax Exemption Certificate set forth in Exhibit FF, to allow Contractor to secure such
exemption for the benefit of KCP&L. KCP&L shall hold harmless and indemnify Contractor
with regard to the instructions KCP&L provides for such transactions.

4.3     Payment of the Contract Price. KCP&L shall pay the Contract Price to Contractor in
installments (“Milestone Payments”) in accordance with the Payment Schedule within thirty (30)
Days of submission by Contractor to KCP&L of an invoice and proper supporting
documentation in respect thereof. Payments under this Agreement shall be made in accordance
with the Payment Schedule.

4.4     Disputed Invoices. If there is any good faith dispute about any amount invoiced by
Contractor, the amount not in dispute shall be promptly paid in accordance with the terms of this
Agreement and such disputed amount that is ultimately determined to have been payable shall be
paid in full within thirty (30) days of such determination.

4.5     Conditions of Payment. Contractor’s right to receive any payment to be paid to it
hereunder is conditioned upon its submitting to KCP&L, in a form as set forth in Exhibit DD, an
invoice, the Weekly Progress Reports, a report of all local and Exhibit I Subcontractors used
during the previous month, evidence of achievement of all milestones required to be achieved
prior to such payment, Partial Lien Waivers duly executed by Contractor and each Major
Subcontractor (and, if applicable other third parties) in order to assure an effective release to the

                                                 30
extent permitted under Applicable Laws (except that with respect to the final payment under the
Payment Schedule, a Final Lien Waiver is required from Contractor and each Major
Subcontractor). Each waiver and release of liens shall provide that all amounts that were due
and payable to the certifying party in connection with the Work as of such date have been paid in
full (subject to proper retention by Contractor pursuant to its contract with such Person) and that
the certifying party waives, releases or relinquishes any lien, security interest or claim (whether
for breach of contract, pursuant to Applicable Laws or otherwise) to the extent set out in the first
sentence of this subsection on account of the Work to which it may be entitled by Applicable
Laws (or this Agreement, in the case of Contractor) or that all liens have been bonded around.
Contractor shall obtain such waiver and release of lien in the form of a Partial Lien Waiver
effective upon delivery.

4.6      Guaranty. Contractor shall cause Guarantor to execute and deliver to KCP&L
contemporaneous with the execution of this Agreement, and maintain in full force and effect, a
guaranty of Contractor’s full and timely performance and payment obligations hereunder in the
form of Exhibit N. The Guaranty shall remain in effect until payment and performance in full of
all of the obligations of Contractor hereunder.

4.7     Holdbacks. Any provision hereof to the contrary notwithstanding, upon the occurrence
and continuance of any of the following events, KCP&L, upon written notice to Contractor may,
but shall have no obligation to, withhold or retain such portion (including all) of any payment
due to Contractor under this Agreement that is equal to the reasonable cost to cure the event
giving rise to the holdback:

                      (a)     a Contractor Event of Default shall have occurred, and is
continuing, hereunder as defined in Section 13.1; or

                      (b)    Contractor shall have improperly failed to make payments to its
Subcontractors in accordance with the terms of the applicable subcontract agreement or purchase
order for equipment, material or labor used in the Work for which KCP&L has paid Contractor;
or

                       (c)    KCP&L in good faith shall have determined that Contractor cannot
with prompt and reasonable acceleration of the Work achieve Project Substantial Completion
before the Project Substantial Completion Date; provided, however, the amount withheld or
retained on account of this subsection (c) shall not exceed such good faith determination of the
amount of Delay Liquidated Damages which would be payable under Section 6.10 on account of
the then estimated delay in Project Substantial Completion.

No payment made hereunder shall be construed to be acceptance or approval of that part of the
Work to which such payment relates or to relieve Contractor of any of its obligations hereunder.
Notwithstanding any other provision to the contrary herein, Contractor shall not have any rights
of termination or suspension under this Agreement as a result of KCP&L’s exercise or
reasonable attempted exercise of its rights under this Section 4.7.

4.8    Termination for Convenience Payment.



                                                31
              4.8.1 Termination Payments Due to Contractor. KCP&L may terminate this
Agreement for convenience pursuant to Section 13.4; provided, however, that in the event
KCP&L terminates this Agreement pursuant to Section 13.4, KCP&L shall pay to Contractor a
termination payment in an amount equal to the sum of the following (collectively, “Termination
Payment”):

                      (i)    all Termination Costs (as defined below); plus

                      (ii)   all Sales Tax on such amounts as provided in Section 4.2.2.

For the purposes of this Agreement, “Termination Costs” shall mean:

                    (a) all reasonable direct incremental costs incurred by Contractor in
performance of the Work, minus any amounts paid by KCP&L to Contractor under this
Agreement for such Work; plus

                       (b) subject to Section 4.8.1(d) below, all reasonable direct documented
incremental costs incurred by Contractor for terminating the Work before Final Completion
(including, but not limited to, removing equipment and materials from the Project Site);and

                    (c) all reasonable cancellation fees or termination payments required to
terminate or cancel Subcontracts and Major Subcontracts but only if KCP&L previously
approved of the amount of such cancellation fees or termination payments as provided for in
Section 3.3.

The foregoing Termination Costs shall not include any costs incurred by Contractor after the date
of the event giving rise to such termination, including overhead and profit on work not
performed or provided, including the Off-Site Materials/Equipment and On-Site
Materials/Equipment. Contractor shall use all reasonable diligent efforts to mitigate the costs
described above in this Section 4.8.1.

              4.8.2   Payment for Off-Site Materials/Equipment.

                     4.8.2.1       If KCP&L exercises the option to take delivery and title of
any Off-Site Materials/Equipment, KCP&L shall pay to Contractor the reasonable direct
documented costs incurred by Contractor for the Off-Site Materials/Equipment.

                       4.8.2.2       If KCP&L does not exercise the option to take delivery or
title of any Off-Site Materials/Equipment, KCP&L shall have no obligation to pay to Contractor
any amounts related to the Off-Site Materials/Equipment.

              4.8.3   Payment for On-Site Materials/Equipment.

                     4.8.3.1       If KCP&L exercises the option to take delivery and title to
any On-Site Materials/Equipment, KCP&L shall pay to Contractor the reasonable direct
documented costs incurred by Contractor for the On-Site Materials/Equipment.




                                               32
                      4.8.3.2        If KCP&L does not exercise the option to take delivery and
title to any On-Site Materials/Equipment, KCP&L shall have no obligation to pay to Contractor
any amounts related to the On-Site Materials/Equipment.

               4.8.4   Payment of Termination Payment.

                      4.8.4.1          Contractor shall submit an invoice to KCP&L for the
Termination Payment with the supporting information and documents referred to in Section 4.3
within sixty (60) Days of the date of termination. Upon KCP&L’s review and approval, KCP&L
shall pay such invoice within thirty (30) Days after its receipt of same unless it disputes in good
faith certain elements thereof, in which event only the undisputed portion of the Termination
Payment need be made within such thirty (30) Day period; provided, however, that payments for
termination under Section 4.8.1 shall be due Contractor thirty (30) Days after receipt of a
substantiated invoice and KCP&L’s receipt of the Off-Site Materials/Equipment to which
KCP&L has exercised its option to purchase under Section 13.4 and any Work under Section
13.6 As condition precedent to payment of the Termination Payment, Contractor shall comply
with Sections 13.6.1 and 13.6.2.

                      4.8.4.2       Contractor shall transfer any and all equipment, including
the Solar Units and any other Balance of plant Equipment of material and title thereto for which
KCP&L has paid under the Termination Payment and for which KCP&L has paid for Off-Site
Materials/Equipment under Section 4.8.2.

4.9      Termination Payment Contractor’s Sole Remedy. Payment of the Termination Payment
shall be the sole and exclusive remedy of Contractor with respect to termination of this
Agreement for convenience under Section 13.4, and in such event KCP&L shall have no further
liability to Contractor notwithstanding the actual amount of damage that Contractor may have
sustained in connection with such termination. Calculation of the Termination Payment has been
agreed upon and fixed hereunder due to the difficulty of ascertaining the exact amount of such
damage Contractor shall actually sustain in the event of a termination of this Agreement pursuant
to Section 13.4, and KCP&L and Contractor agree that the calculation of the Termination
Payment is reasonable. If this Agreement is cancelled pursuant to Section 13.1, no Termination
Payment shall be due and payable pursuant to Section 4.8.1 from KCP&L and any payment to
Contractor shall be computed solely in accordance with Section 13.1.

4.10 Interest. Any amount owed to either Party beyond the date that such amount first
becomes due and payable under this Agreement shall accrue interest from the date that it first
became due and payable until the date that it is paid at the lesser of (a) the Prime Rate or (b) the
maximum rate permitted by Applicable Law. However, if an amount due is the subject of a
good faith dispute under Section 4.4, such amount shall accrue interest at the rate specified in the
preceding sentence from the date such amount is determined or agreed to be owing.

4.11 Effect of Payment. Payment of the Contract Price shall not constitute KCP&L’s approval
of any portion of the Project or the Work which has been determined not to be, or subsequently
is determined not to have been, performed in accordance with the Requirements of this
Agreement.



                                                33
4.12 Set-off. KCP&L may deduct, recoup and set-off against any part of the balance due or to
become due to Contractor under this Agreement: (i) any Delay Liquidated Damages due or
accrued but not paid from Contractor to KCP&L hereunder that are not then the subject of
dispute resolution under Article 15; and (ii) any other amounts that are due from Contractor to
KCP&L under this Agreement or any other Agreement.

4.13 Payment Dates. Notwithstanding anything to the contrary in this Article 4, in the event
that a payment to be made under this Agreement falls due on any Day that is not a Business Day,
the payment shall be deemed due on the first Business Day thereafter.

4.14 Final Payment. Upon issuance by Contractor and acceptance of a Final Completion
Certificate, KCP&L shall make final payment, subject to any proper set-offs, to Contractor.

4.15 Final Payment; Release of Liability. Acceptance by Contractor of the final payment shall
constitute a release by Contractor of KCP&L, its Affiliates and every officer and agent of either
from all liens (whether statutory or otherwise and including mechanics’ or suppliers’ liens),
claims and liability hereunder with respect to payment for any Work performed or furnished in
connection with this Agreement, or any act or omission of KCP&L or of any person relating to
or affecting this Agreement, except claims for which Contractor has delivered a written notice of
dispute to KCP&L. No payment by KCP&L shall be deemed a waiver by KCP&L of any
obligation of Contractor under this Agreement.

                                          ARTICLE 5

                                KCP&L RESPONSIBILITIES

5.1    Project Site Access.

             (a)    Real Property Rights. KCP&L shall comply with the terms of the Land
Contracts acquired by KCP&L pursuant to the Solar Development Acquisition and Sale
Agreement.

              (b)    Interference with Contractor’s Access. Except as otherwise provided in
this Agreement, KCP&L shall not prevent, obstruct or otherwise interfere with Contractor’s (or
Contractor’s Subcontractor’s) reasonable rights of ingress or egress to and from the Project Site.

                (c)    Exercise of Real Property Rights under the Land Contracts. If KCP&L
has acquired the interest in the Land Contracts pursuant to the Solar Development Acquisition
and Sale Agreement then, within ______ (__) Days after KCP&L acquires such interest, KCP&L
shall exercise any property rights under the Land Contracts necessary for the Work to proceed.

5.2    Permits; Energy Acceptance. KCP&L shall cooperate with Contractor in connection with
Contractor’s efforts to obtain the Permits required pursuant to Section 2.6.7. KCP&L shall
arrange to accept electricity generated by the Solar Units during start-up, Commissioning and the
conduct of Performance Tests. KCP&L may, at its option, be responsible for the point of
interconnection of the collection system so as to provide back-feed power in accordance with
Exhibit A and Exhibit M on or prior to _______, 20__ all at KCP&L’s sole expense.


                                               34
5.3    Insurance. KCP&L shall comply with insurance requirements set forth in Exhibit EE.

5.4     KCP&L-Caused Delay. In the event of any interruption or delay in the Project Schedule
caused by KCP&L’s failure to perform any of its other obligations under this Agreement (each, a
“KCP&L-Caused Delay”); provided, however, that Contractor shall have provided prompt
written notice to KCP&L describing the particulars of such delay or failure, including an
estimation of the expected duration and the probable impact on the performance of Contractor’s
obligations hereunder, Contractor shall be entitled to proceed under Section 9.3. In the event
Contractor does not provide notice within ______ (__) Days of the date on which Contractor
learns of the occurrence of the KCP&L-Caused Delay as required by this Section 5.4, Contractor
shall not be entitled to a Scope Change Order under Section 9.3 or any other relief hereunder to
the extent KCP&L is prejudiced by Contractor’s failure to provide notice as required by this
Section 5.4.

                                          ARTICLE 6

                  COMPLETION; COMMISSIONING AND TURNOVER



6.1    Solar Unit Mechanical Completion.

               6.1.1 Mechanical Completion. Contractor shall achieve Mechanical Completion
of each individual Solar Unit.

               6.1.2   Achievement of Mechanical Completion.

                        6.1.2.1        Mechanical Completion Certificate. Beginning on the date
on which Contractor believes that the first (1st) Solar Unit has achieved Mechanical Completion
and on every date thereafter on which Contractor believes a Solar Unit has achieved Mechanical
Completion (excepting only the receipt of a countersigned Mechanical Completion Certificate
from KCP&L), Contractor shall prepare and submit to KCP&L a Mechanical Completion
Certificate, in substantially the same form as set forth in Exhibit W-1, with respect to each such
Solar Unit as of such date. Each such Mechanical Completion Certificate shall include a report
containing all information relevant to the achievement of such Mechanical Completion with
sufficient detail to enable KCP&L to determine that Contractor has achieved Mechanical
Completion for each of the Solar Units listed in such certificate.

                      6.1.2.2         Confirmation of Mechanical Completion. Within five (5)
Business Days following the date on which each Mechanical Completion Certificate is received
by KCP&L, KCP&L (or KCP&L’s agent) shall review and inspect each relevant Solar Unit and
all Work related thereto and shall either: (a) countersign and deliver to Contractor the
Mechanical Completion Certificate for such Solar Unit; or (b) if reasonable cause exists for
doing so, notify Contractor that Mechanical Completion has not been achieved with respect to
those certain Solar Units specified therein. Any notice issued pursuant to clause (b) above shall
state in detail KCP&L’s reasons for rejecting any such Solar Unit. KCP&L’s review and
inspection shall include spot checks and statistical sampling of the Work to insure that the
assembly, erection and installation of the relevant Solar Units has been performed in accordance

                                               35
with the Requirements of this Agreement. If KCP&L determines that Mechanical Completion
has not been achieved and delivers the notice under the preceding clause (b), Contractor
promptly shall take such action, including the performance of additional Work, necessary to
achieve Mechanical Completion thereof. Upon completing such actions, Contractor shall issue a
new Mechanical Completion Certificate for such Solar Unit for reconsideration by KCP&L.
Such procedure shall be repeated as often as necessary until Mechanical Completion has been
achieved for such Solar Units. For the purposes of this Agreement, the date of achievement of
Mechanical Completion for any individual Solar Unit shall be the date the Mechanical
Completion Certificate, with respect to such Solar Unit, accepted by KCP&L was submitted.

6.2     Commissioning and Turnover of Solar Units. Upon receipt of a Mechanical Completion
Certificate by KCP&L as to any fully-assembled Solar Unit, Contractor shall promptly
commence Commissioning of such Solar Unit. Upon completion of Commissioning of such
Solar Unit, Contractor shall submit a Commissioning and Turnover Certificate to KCP&L and,
within three (3) Business Days following the date on which such Commissioning and Turnover
Certificate is received by KCP&L, KCP&L (or KCP&L’s agent) shall either: (a) deliver to
Contractor the Commissioning and Turnover Certificate countersigned by KCP&L for such
Solar Unit; or (b) if reasonable cause exists for doing so, notify Contractor that Commissioning
and Turnover has not been achieved with respect to those certain Solar Units specified therein.
Any notice issued pursuant to clause (b) above shall state in detail the reasons for rejecting such
Commissioning and Turnover Certificate. If KCP&L delivers notice under the preceding clause
(b), Contractor promptly shall take such action, including the performance of additional Work,
necessary to achieve Commissioning and Turnover with respect to any such rejected Solar Units.
Upon completing such actions, Contractor shall submit a new Commissioning and Turnover
Certificate for any such Solar Unit for reconsideration by KCP&L. Such procedure shall be
repeated as often as necessary until Commissioning and Turnover of Solar Units is achieved with
respect to such Solar Units. For all purposes of this Agreement, the date of achievement of
Commissioning and Turnover of Solar Unit for any individual Solar Unit shall be the date the
Commissioning and Turnover Certificate is ultimately accepted by KCP&L. Contractor shall
cause Commissioning and Turnover with respect to the Solar Units to occur no later than the
Project Substantial Completion Date. “Commissioning and Turnover of Solar Units” with
respect to a fully-assembled Solar Unit and the equipment associated therewith means the
achievement of the following milestones:

                (a)    Mechanical Completion with respect to such Solar Unit has occurred as
evidenced by KCP&L’s delivery to Contractor a countersigned Mechanical Completion
Certificate with respect thereto;

               (b)   Commissioning has been conducted and the Solar Unit has met or
exceeded the requirements set forth in the Commissioning Test and Inspection Procedures;

               (c)     all Solar Unit equipment associated with such fully-assembled Solar Unit
has been properly assembled, erected, installed, adjusted, tested and commissioned, is
mechanically, electrically and structurally complete and sound as set forth in the Technical
Specifications, and can be used safely and operated continuously in accordance with the Contract
Documents, Applicable Laws and Applicable Standards; and


                                                36
               (d)     KCP&L has accepted a Commissioning and Turnover Certificate with
respect to such fully-assembled Solar Unit.

6.3     Electrical Substantial Completion and Commissioning and Turnover of Electrical Works.
In connection with the Commissioning of the solar generating facility, Contractor shall (i)
complete such additional Work as is necessary to energize each Solar Unit and enable such Solar
Unit to be able to generate electricity and transmit such electricity to the grid upon
Interconnection; (ii) issue an Electrical Substantial Completion Certificate. KCP&L shall, within
five (5) Business Days, either: (a) deliver to Contractor a countersigned Electrical Substantial
Completion Certificate; or (b) if reasonable cause exists for doing so, notify Contractor in
writing that such milestone has not been achieved, stating in detail the reasons therefore. If
KCP&L delivers the notice under the preceding clause (b), Contractor promptly shall take such
action, including the performance of additional Work to achieve such milestone, and upon
completion of such actions shall issue to KCP&L another notice with respect to such milestone
pursuant to this Section 6.3. Such procedure shall be repeated as necessary until such milestone
has been achieved. Contractor shall then commission the Electrical Works related thereto
(“Electrical Substantial Completion”). Upon Commissioning of such Electrical Works related to
each Solar Unit, Contractor shall submit a Commissioning Certificate to KCP&L.
“Commissioning and Turnover of Electrical Works” with respect to an individual circuit of
Electrical Works and equipment associated therewith means the achievement of the following
milestones:

               (a)    all of the Electrical Works including the installation of all grounding,
necessary to energize the Solar Unit, are completed in accordance with the Requirements of this
Agreement;

               (b)     all materials and equipment associated with such Electrical Works have
been installed in accordance with the Technical Specifications, the Commissioning checklist set
forth in Exhibit E, Commissioning Test and Inspection Procedures, and the other Requirements
of this Agreement and checked for adjustment;

                (c)     such Electrical Works and all other Balance of Plant necessary to achieve
connection of such Solar Unit to Transmission Provider’s electricity transmission system, are
either: (i) energized; or (ii) immediately capable of being energized;

               (d)    all of such Electrical Works have been properly constructed, installed,
insulated, protected, tested and synchronized where required for such operation, correctly
adjusted, tested and commissioned, are mechanically, electrically and structurally sound as set
forth in the Technical Specifications, and can be used safely in accordance with the Contract
Documents, Applicable Laws and Applicable Standards; and

               (e)     KCP&L has accepted a Commissioning and Turnover Certificate with
respect to such Electrical Works pursuant to Section 6.6.

6.4    Solar Unit Substantial Completion and Project Substantial Completion. Contractor shall
cause each of the Solar Unit Substantial Completions and Project Substantial Completion to
occur as follows:


                                               37
               6.4.1   “Solar Unit Substantial Completion” means each achievement of the
following:

                       (a)    Contractor has achieved Commissioning and Turnover of the
Electrical Works (including the installation of all grounding necessary to energize the Solar
Units connected to the relevant electrical collection system circuit in accordance with the
Requirements of this Agreement), received a Commissioning and Turnover Certificate, and
issued an Electrical Substantial Completion Certificate to KCP&L with respect to such circuit
pursuant to Section 6.7 that KCP&L has accepted pursuant to Section 6.6;

                       (b)    Contractor has achieved Commissioning and Turnover of each
such individual Solar Unit connected to the relevant electrical collection system circuit, received
Commissioning and Turnover Certificates with respect to each such individual Solar Unit under
Section 6.2, and issued a Solar Unit Substantial Completion Certificate with respect to each such
individual Solar Unit to KCP&L that KCP&L has accepted pursuant to Section 6.6; and

                       (c)     Contractor has met     or exceeded the requirements in the
Commissioning Test and Inspection Procedures set forth in Exhibit E for each such individual
Solar Unit under Section 6.2 including, but not limited to, the following criteria:

                               (i)     All major construction for each of the individual Solar
Units shall be completed.

                               (ii)    All preoperational tests for each of the individual Solar
Units shall be completed.

                                (iii) The operational testing required in 6.4.1(c)(iii) above shall
be conducted on the first five (5) Solar Units constructed, and if all five (5) operate in an
acceptable manner as described in 6.4.1(c)(iii) above, testing will only be required on every other
Solar Unit built thereafter at each particular solar generation site utilizing these exact unit types.
If any of the Solar Units tested during the period where every other Solar Units is being tested
fails to operate in an acceptable manner as described in 6.4.1(c)(iii) above, the next five (5) units
installed will be required to be tested and operate in an acceptable manner as described in
6.5.1(c)(iii) above before testing can resume on an every-other-Solar Unit basis again.

                              (v)     Solar Unit rotor lock or break has been checked and
confirmed to be installed correctly for each of the Solar Units.

               6.4.2 Project Substantial Completion. Contractor has achieved substantial
completion of the Project (“Project Substantial Completion”), which shall include achievement
of Solar Unit Substantial Completion with respect to all the Solar Units, and the following other
items:

                       (a)    Solar Unit Substantial Completion has occurred, as evidenced by
Contractor’s delivery to KCP&L of a Certificate Solar Unit Substantial Completion Certificate,
for each individual Solar Unit;



                                                 38
                      (b)    The requirements set forth in the Commissioning Test and
Inspection Procedures have been met or exceeded for all the Solar Units;

                      (c)    all Solar Units have been properly assembled, erected, installed,
adjusted, tested and commissioned, are mechanically, electrically and structurally sound as set
forth in the Technical Specifications, and can be used safely in accordance with the Contract
Documents, Applicable Law and Applicable Standards;

                        (d)     Contractor has completed all of the Work for all of the Balance of
Plant, other than the Performance Tests and any Punch List Items, and has delivered to KCP&L
copies of the test reports and electrical schematics related to Balance of Plant;

                        (e)    Contractor shall give KCP&L written notice at least ten (10)
Business Days prior to declaring that it has achieved Project Substantial Completion with respect
to all of the Balance of Plant and Solar Unit. KCP&L and Contractor have mutually developed
and agreed to a list of Punch List Items along with monetary values assigned to each Punch List
Item. KCP&L shall have the right to supplement, and, if necessary, correct or add to, the list of
Punch List Items and monetary values;

                   (e)    Contractor has delivered draft copies of the Turnover Packages and
O&M Manuals in accordance with Section 2.6.9.2;

                      (f)     Contractor has arranged for appropriate and timely training
pursuant to the program set forth in Exhibit L; and

                       (g)    KCP&L has accepted a Project Substantial Completion Certificate
pursuant to Section 6.7.

Notwithstanding achievement of Project Substantial Completion, Contractor shall remain
obligated to complete the Punch List Items in accordance with this Agreement. For any
outstanding Punch List items that remain on the Punch List following Project Substantial
Completion, KCP&L shall retain 200% of the monetary value of each Punch List item from the
Final Completion payment until such time Punch List Items are completed.

6.5   Final Completion. Contractor shall cause Final Completion to occur.                  “Final
Completion” means the achievement of the following:

               (a)     Project Substantial Completion has occurred, as evidenced by KCP&L’s
delivery to Contractor of a countersigned Project Substantial Completion Certificate;

              (b)     Contractor has performed all of the Work such that, upon completion of
the Work, the Project may be operated as a fully-integrated solar-powered electricity generating
plant;

               (c)    KCP&L has received a final list and summary of the Work performed by
all Subcontractors and verification of the payment thereof;

               (d)     KCP&L has received a Final Lien Waiver from Contractor;

                                               39
              (e)      KCP&L has received from Contractor Final Lien Waivers from all
Subcontractors; or, if Contractor is unable to obtain all such waivers, a letter of credit or bond
(approved by KCP&L) to protect KCP&L, the Project and the Project Site from any and all
claims made on account of such liens;

               (f)     Contractor has delivered the Turnover Packages in accordance with
Section 2.6.9.2;

             (g)   all finalized Drawings and Documentation have been delivered to and
accepted by KCP&L in accordance with Section 2.5;

               (h)    all quality assurance documentation has been provided to and received by
KCP&L in accordance with the Project Quality Assurance Plan and all non-conforming quality
assurance issues have been resolved in accordance with the Project Quality Assurance Plan;

                (i)    all of Contractor’s supplies, personnel and waste have been removed from
the Project Site;

               (j)     all Punch List Items have been corrected or performed to KCP&L’s
reasonable satisfaction; and

                (k)    KCP&L has accepted a Final Completion Certificate pursuant to Section
6.7.

6.6     Achievement of Commissioning and Turnover of Electrical Works, Electrical Substantial
Completion, Commissioning and Turnover of Solar Units, Solar Unit Substantial Completion,
Project Substantial Completion and Final Completion.

               (a)     When Contractor believes that it has achieved any of Commissioning and
Turnover of Electrical Works, Electrical Substantial Completion, Commissioning and Turnover
of Solar Units, Solar Unit Substantial Completion, Project Substantial Completion or Final
Completion, it shall deliver to KCP&L a completed Commissioning and Turnover of Electrical
Works Completion Certificate, Commissioning and Turnover of Solar Units Completion
Certificate, Electrical Substantial Completion Certificate, Solar Unit Substantial Completion
Certificate, Project Substantial Completion Certificate or Final Completion Certificate, as the
case may be. Such certificate shall include the results of all testing relevant to achievement of
such milestone and otherwise contain a report in a form reasonably acceptable to KCP&L and
with sufficient detail to enable KCP&L to determine that Contractor has achieved
Commissioning and Turnover of Electrical Works, Commissioning and Turnover of Solar Units,
Electrical Substantial Completion, Solar Unit Substantial Completion, Project Substantial
Completion or Final Completion, as the case may be, then

               (b)     KCP&L shall within fourteen (14) Business Days following receipt of
such certificate either: (a) deliver to Contractor a countersigned Mechanical Completion
Certificate, Electrical Substantial Completion Certificate, Solar Unit Substantial Completion
Certificate, Commissioning and Turnover Certificate, Project Substantial Completion Certificate
or Final Completion Certificate, as the case may be, indicating its acceptance of the achievement
of such milestone; or (b) if reasonable cause exists for doing so, notify Contractor in writing that

                                                40
such milestone has not been achieved, stating in detail the reasons therefore. If KCP&L fails to
deliver timely notice under the preceding clause (b), KCP&L shall be deemed to have accepted
achievement of such milestone. If KCP&L delivers timely notice under the preceding clause (b),
Contractor promptly shall take such action, including the performance of additional Work to
achieve such milestone, and upon completion of such actions shall issue to KCP&L another
notice with respect to such milestone pursuant to this Section 6.7. Such procedure shall be
repeated as necessary until such milestone has been achieved.

              (c)     For the purposes of this Agreement, the date of achievement of
Foundation Completion, Commissioning and Turnover of Electrical Works, Commissioning and
Turnover of Solar Units, Electrical Substantial Completion, Solar Unit Substantial Completion,
Project Substantial Completion or Final Completion, as the case may be, shall be the date on
which Contractor delivers to KCP&L the Commissioning Certificate, Electrical Substantial
Completion Certificate, Solar Unit Substantial Completion Certificate, Project Substantial
Completion Certificate or Final Completion Certificate that KCP&L ultimately accepts.

6.7     Completion. Contractor shall achieve Solar Unit Substantial Completion and Project
Substantial Completion as set forth in Exhibit C. Contractor acknowledges and agrees that it
shall achieve Solar Unit Substantial Completion and Project Substantial Completion not later
than the Solar Unit Substantial Completion Date and the Project Substantial Completion Date.
Without duplication or limitation of the foregoing or any other provisions of the Contract
Documents, Contractor shall perform the Work in full compliance with the Contract Documents,
Applicable Laws and Applicable Standards so that the performance of the Project satisfies all of
the conditions of Foundation Completion, Mechanical Completion, Project Substantial
Completion and Final Completion. Contractor warrants that Final Completion shall be achieved
not later than ninety (90) Days after the date of Project Substantial Completion (“Final
Completion Date”), except for Punch List Items that, by their nature, cannot be completed during
winter months.

6.8     General Provisions Regarding Delay Liquidated Damages. Contractor shall pay all Delay
Liquidated Damages required hereunder in a manner designated by KCP&L. In no event shall
the payment of any Delay Liquidated Damages excuse Contractor from the performance of any
of its obligations hereunder, including any obligation not timely performed for which such Delay
Liquidated Damages are payable.

6.9   Delay Liquidated Damages. Contractor shall pay as liquidated damages the amount of
________________ Dollars ($___) per Day for each day after the Solar Unit Completion Date
that Contractor has not achieved Solar Unit Substantial Completion (“Delay Liquidated
Damages”).

6.10 Performance Tests. All Performance Tests and evaluations thereof shall be conducted
and interpreted in compliance with Exhibit AA. All Performance Tests shall be performed under
normal operating conditions in accordance with Exhibit P.




                                              41
                                            ARTICLE 7

                                          WARRANTIES

7.1    Balance of Plant Warranty.

               7.1.1 Balance of Plant Warranty. Contractor warrants during the Warranty
Period (with the exception of any Work for which the warranty provisions of Section 7.2 shall
apply) that:

                       (i)    the Work (including the Balance of Plant) and all materials,
equipment, systems and construction related services incorporated into the Work shall be: (a)
free of defects in design, materials, assembly and workmanship, new, unused and undamaged
when installed (except as otherwise agreed to in advance in writing by KCP&L); (b) in
compliance with the Requirements of this Agreement; (c) suitable for use under the climatic and
normal operating conditions described in Exhibit P; and (d) otherwise in compliance with the
standard of performance set forth in Article 2;

                     (ii)    the engineering, procurement and construction services included in
the Work shall be performed in accordance with Applicable Standards and in a good and
workmanlike manner, in compliance with the Requirements of this Agreement, and shall
otherwise comply with the standard of performance set forth in Article 2; and

                      (iii)   the completed Work shall perform its intended functions as a
complete, integrated solar energy generation operating system as explicitly described or implied
in the Contract Documents, and shall be fully in accordance with the Technical Specifications.

Sections 7.1.1. (i), (ii) and (iii), collectively, constitute the “Balance of Plant Warranty.”

               7.1.2   Balance of Plant Warranty Call-Back Period.

                     (i)     The Balance of Plant Warranty Call-Back Period applicable to the
Electrical Works and for the balance of the Project shall commence on the Project Substantial
Completion Date.

                        (ii)    The Balance of Plant Warranty Call-Back Period shall continue
until and expire upon the second (2nd) anniversary of the Project Substantial Completion Date
(such applicable period, “Balance of Plant Warranty Call-Back Period”); provided, however, that
if any component is Repaired pursuant to the Balance of Plant Warranty, then the Balance of
Plant Warranty Call-Back Period with respect to such component shall continue until the later of:
(a) the expiration of the Balance of Plant Warranty Period; or (b) one (1) year from the date of
completion of such Repair, plus such period of time that the affected Solar Unit(s) is unable to
operate as a result of the defect requiring such warranty Repair.

               7.1.3 Corrections of Deficiencies. If a Defect occurs during the Balance of
Plant Warranty Call-Back Period, KCP&L shall notify Contractor in writing of such Defect
within a reasonable time after discovery of such Defect. Upon such notice, the Contractor, at its
sole cost and expense, shall as soon as reasonably practicable, Repair or take other appropriate

                                                  42
corrective action so as to cause the Work and the Project to conform to the Balance of Plant
Warranty. If Contractor does not proceed to complete the corrective action in a prompt manner,
KCP&L shall have the right to perform the necessary corrective action, or have others perform
such actions, at Contractor’s expense. Any such claim for payment made by KCP&L shall be
paid by Contractor within thirty (30) Days of receipt of such written claim from KCP&L. If
payment is not made within the thirty (30) Day period, KCP&L shall be entitled to a set off and
recoupment pursuant to Section 4.12, to the extent of the amount not paid.

               7.1.4 “Immediate Need” Corrective Actions. Where KCP&L determines that
an “immediate need” exists, KCP&L may undertake corrective action. For the purposes of this
Section 7.1.4, “immediate need” shall mean a situation where KCP&L reasonably believes that
an imminent threat of harm to persons or property or a situation exists that could materially
adversely impact the operation of the Project or the transmission system of the Transmission
Provider. If KCP&L has independently taken corrective action in the case of an “immediate
need” pursuant to this Section 7.1.4, then KCP&L shall immediately issue to Contractor:

                       (i)     a failure report, which shall contain technical and logistical
information in sufficient detail to enable Contractor to evaluate: (a) KCP&L’s representation of
an “immediate need;” and (b) the appropriateness of KCP&L’s corrective action, which shall be
provided by KCP&L to Contractor within a reasonable period of time after the occurrence of
such immediate need event; and

                        (ii)   copies of invoices received or prepared for costs and expenses
claimed by KCP&L for reimbursement by Contractor (but only if such KCP&L Work is due to a
defect in the Work and not in relation to any defect or fault in the Transmission Provider’s
transmission system). Work performed by KCP&L in relation to a warranty claim under this
Section 7.1.4 shall be billed on a “time and materials” basis (as further defined below) and such
invoices shall be paid by Contractor within thirty (30) Days (subject to review and approval by
Contractor). For the purposes of this Section 7.1.4, “time and materials” shall mean: (a) with
respect to “time,” the product of one hundred ten percent (110%) of the actual hourly wage
(including fringe benefits, insurance and taxes) KCP&L pays with respect to its particular
employee (not including overhead) multiplied times the number of hours each employee
performed the particular Work; and (b) with respect to “materials,” one hundred ten percent
(110%) of the actual purchase price paid by KCP&L or an Affiliate to a third party for the
materials incorporated or consumed in connection with the Work; and (c) with respect to Work
performed by a subcontractor (other than an entity which is an Affiliate of KCP&L, Work done
by any such entity being deemed Work done by KCP&L through its own employees for purposes
of this Section 7.1.4), one hundred ten percent (110%) of the actual amount paid by KCP&L to
the subcontractor for such Work.

In addressing an “immediate need,” KCP&L shall use all reasonable diligent efforts to mitigate
any costs related to KCP&L’s actions.

7.2    Solar Unit Warranties. Contractor shall supply Solar Units with warranties for Defects in
design, workmanship and materials for a period of two (2) years beginning with the
commissioning of the last Solar Unit to be commissioned. Contractor shall assign all



                                               43
manufacturer warranties (“Warranty Assignment”) to KCP&L using a form similar to Exhibit S-
1.

7.3    Warranty Limitations. Contractor’s obligations under this Article 7 are subject to the
following limitations:

                7.3.1 Installation, Maintenance or Alterations. Contractor shall not be liable
under this Article 7 for any Defects to the extent such Defect is caused by: (i) incorrect
installation performed by a Person other than Contractor or any Subcontractor or any affiliate of
them; or (ii) use of parts in the Solar Unit that are not supplied or approved in writing by
Contractor. Contractor shall have no liability for normal wear and tear of the parts and
components of the Solar Unit.

7.4     Subcontractor Warranties. Contractor shall have the right to enforce the warranties of all
Subcontractors during the Balance of Plant Warranty Period. Any Subcontractor warranties that
are still in existence at the end of such warranty periods shall be assigned on such date to
KCP&L. Contractor shall cause its Subcontractors to acquire assignable warranties from their
vendors and to assign such warranties to KCP&L. Contractor shall provide reasonable assistance
to KCP&L without cost to Contractor in connection with the enforcement by KCP&L of any
Subcontractor warranty after such assignment. If the stated term of any of such Subcontractor
warranty is less than the term of Contractor’s Balance of Plant Warranty provided by this Article
7, the term of Contractor’s warranties provided under this Article 7 shall not be diminished
thereby.

7.5     Latent Defects. A latent defect is a defect which exists in the Work that was not and
normally would not be revealed, discovered, or located before the end of the Warranty Callback
Period by any reasonably careful inspection or by any known or customary test. If and whenever
a latent defect becomes apparent, Owner shall, as promptly as practical, so notify Contractor, and
Contractor shall correct such defect promptly after receiving such notice, by re-performing or
replacing the Work at its expense and in accordance with applicable provisions of the Contract
Documents, notwithstanding any expiration of the Warranty Callback Period.

7.6    No Liens. Contractor further warrants that the Solar Units, the Balance of Plant and all
other Work shall be free from liens and encumbrances placed or caused by Contractor or its
Subcontractors.

                                          ARTICLE 8

                                      FORCE MAJEURE

8.1     Performance Excused. If either Party is rendered wholly or partially unable to perform
its obligations under the Contract Documents due to a Force Majeure Event, that Party shall be
excused from whatever performance is affected by the Force Majeure Event to the extent so
affected; provided, however, that:

               (a)    the affected Party gives the other Party notice describing the particulars of
the occurrence, with such notice given promptly after the occurrence of the Force Majeure Event,
and in no event more than three (3) Business Days after the affected Party becomes aware of

                                                44
such occurrence; within five (5) Business Days after such occurrence the affected Party shall
give the other Party written notice estimating the Force Majeure Event’s expected duration and
probable impact on the performance of such Party’s obligations hereunder, and the affected Party
shall continue to furnish regular reports with respect thereto during the continuation of the Force
Majeure Event; provided, however, that if either Party is late in issuing its notice of a Force
Majeure Event to the other Party pursuant to this Section 8.1, the Party issuing such notice shall
not be prevented from claiming such Force Majeure Event to the extent that the Party receiving
such notice has not been harmed by such delay;

               (b)     the suspension of performance shall be of no greater scope and of no
longer duration than is reasonably caused by the Force Majeure Event;

             (c)    no liability of either Party which arose before the occurrence of the Force
Majeure Event causing the suspension of performance shall be excused as a result of such
occurrence;

              (d)     the affected Party shall exercise all reasonable efforts to mitigate or limit
damages to the other Party;

               (e)    the affected Party shall use all reasonable efforts to continue to perform its
obligations hereunder and to limit, correct or cure the event or condition excusing performance;

                 (f)    when the affected Party is able to resume performance of the affected
obligations under the Contract Documents, that Party shall give the other Party written notice to
that effect, a Scope Change Order shall be executed pursuant to Section 9.7 to account for the
actual effect, if any, on the affected Party’s performance of its obligations by the Force Majeure
Event, and the affected Party promptly shall resume performance under the Contract Documents;
and

               (g)     if Contractor can demonstrate an adverse impact on the Project Schedule’s
Critical Path, Contractor shall be granted an equitable adjustment to the Project Schedule’s
Critical Path under Article 9.

8.2    Burden of Proof. The burden of proof as to whether a Force Majeure Event has occurred
and whether the Force Majeure Event excuses a Party from performance under Section 8.1 shall
be upon the Party claiming such Force Majeure Event.

                                           ARTICLE 9

                                       SCOPE CHANGES

9.1    Scope Change Orders. Without invalidating this Agreement, KCP&L may order changes
in the Work (“Scope Change”), with resulting changes in the Contract Price and/or the Schedule
through the issuance of a Scope Change Order. A Scope Change Order signed by KCP&L and
Contractor indicates an agreement to the changes in the Work, and/or amount of compensation
increase or decrease, and/or adjustment in the Schedule reflected in such Scope Change Order.
KCP&L and Contractor shall use their good faith efforts to agree on the price for such ordered
changes prior to the issuance of such Scope Change Order. If, however, the Parties cannot agree

                                                45
on the adjustment to be made in the Contract Price, the Work or the Schedule as a result of such
Scope Change Order, then Contractor shall nevertheless proceed to execute the Work described
in the Scope Change Order promptly upon authorization from KCP&L and shall be paid for such
changed Work in accordance with Section 9.5. In no event shall negotiations under this Section
9.5 impact the Schedule.

9.2     Contractor Initiated Scope Change Order Requests. If Contractor would like to seek a
Scope Change Order, Contractor shall provide KCP&L with a written request for a Scope
Change Order including justification for such requested change. If such requested Scope Change
Order requires a change in Contract Price and/or Schedule, then such request shall include an
appropriate statement setting forth the reasons why Contractor believes an adjustment to the
Contract Price and/or Schedule should be granted and include the nature of any costs to be
incurred and, if applicable, the impact on the Schedule. If KCP&L accepts any such Contractor
Scope Change Order request, a Scope Change Order shall be executed by the Parties. KCP&L
shall have no obligation to accept Contractor Scope Change Order request. Failure to comply
with the requirements of this Section shall constitute a waiver by Contractor of any and all
Contractor Scope Change Order requests not pursued in accordance with the terms herein.

9.3      Performance Under Scope Change Order. Upon receiving the Scope Change Order from
KCP&L, Contractor shall diligently perform the Scope Change in accordance with and subject to
all of the terms of this Agreement.

9.4     Absence of Scope Change Order. Contractor shall not undertake any change to the
Work, until KCP&L has issued a Scope Change Order. In the absence of a written Scope
Change Order, Contractor shall make any such changes to the Work at Contractor’s sole risk and
expense, and Contractor shall not be entitled to any payment hereunder for undertaking such
change to the Work. Contractor shall not have the right or the power to prosecute or maintain
action in court to recover for a Scope Change unless the claim is based upon a written Scope
Change Order from KCP&L.

9.5    Absence of Agreement on Firm or Unit Prices. If no firm or unit price is agreed to, a
Scope Change Order may be issued by KCP&L with payments for extra Work based on the
following:

                       (a)     total direct labor costs including straight time labor, payroll taxes
and insurance and fringe benefits incurred by Contractor, plus: (i) a five percent (5%) mark-up
for overhead, and (ii) a five (5%) for margin. Premium time shall only be paid if agreed to in
writing by KCP&L. Premium portion of overtime hours worked shall be invoiced separately
with no mark-up for insurance, overhead or margin.

                        (b)     material or subcontracted Work shall be invoiced at Contractor's
direct cost, plus: (i) a five (5%) mark-up for overhead, and (ii) a five percent (5%) mark-up for
margin.

                       (c)    the mark-up percentages set forth in this Section 9.5 are inclusive
of, but not limited to, all field and home office overhead expenses, including in-house
engineering, salaried supervision, support facilities, small tools, drafting and related items.


                                                46
9.6     No Scope Changes Due to Subsurface Conditions. Contractor shall be responsible for all
costs related to subsurface conditions including concealed conditions encountered below ground
and other conditions not otherwise discoverable through visual inspection, testing or other due
diligence. Such cost shall be included in the Contract Price. Contractor shall not have the right
or the power to prosecute or maintain action in court to recover for any claim based on
subsurface conditions.

9.7     Scope Changes Caused by a Force Majeure Event. If Contractor’s performance
hereunder is wholly or partially prevented due to the occurrence of a Force Majeure Event
affecting Contractor and such Force Majeure Event has caused an extension of any milestone
dates set forth in the Project Schedule or any other date under the Project Schedule, Contractor
shall provide to KCP&L a written description of Contractor’s plan to make up Days lost under
the Project Schedule due to the occurrence of such Force Majeure Event, including an estimate
of the costs of such plan. To the extent that KCP&L desires to pay for the costs of acceleration
of the Work or change to the Project Schedule set forth in Contractor’s proposal in order to
compensate for delays in the work caused by such Force Majeure Event, KCP&L may authorize
a Scope Change Order increasing the Contract Price and adjusting the Project Schedule (in
addition to any automatic adjustments of milestone dates set forth in the Project Schedule);
provided, however, that: (a) to the extent Contractor is compensated for the effect of a Force
Majeure Event by insurance maintained pursuant to Article 12; or (b) to the extent KCP&L
would have been so compensated but for Contractor’s failure to provide such insurance as
required under Article 12, Contractor shall not be entitled to a Scope Change Order in the
Contract Price in connection with such Scope Change Order issued for such Force Majeure
Event. Nothing contained in this Section 9.7 shall affect Contractor’s obligations under Article 8
in respect of the occurrence of any Force Majeure Event.

                                          ARTICLE 10

                                      INDEMNIFICATION

10.1   Indemnities.

               10.1.1 Contractor’s General Indemnity. Contractor shall defend, indemnify and
hold harmless KCP&L, KCP&L’s Representative and KCP&L’s subsidiaries and Affiliates, and
the directors, officers, agents, employees, successors and assigns of each of them (each, a
“KCP&L Indemnified Party”) from and against any and all third party suits, actions, losses,
damages, liability of any type or character, type or description, including, but not limited to, all
expenses of litigation, court costs and attorneys’ fees and any other Losses to the extent caused
by any act or omission (including negligence) of Contractor, its Subcontractors, agents or
employees arising out of or relating to this Agreement: (a) relating to injury to or death of any
Person, including employees of Contractor; or (b) resulting from loss or damage to property.
This Section 10.1.1 shall not be construed to release or relieve Contractor from any liability that
Contractor may have to KCP&L for breach of Contractor’s obligations under this Agreement.

                10.1.2 Contractor’s Infringement Indemnity. Contractor shall indemnify and
hold harmless any KCP&L Indemnified Party from and against any and all third party suits,
actions, losses, damages, liability of any type or character, type or description, including, but not

                                                 47
limited to, all expenses of litigation, court costs and attorneys’ fees, based upon any claim of
infringement of any patent or other license or intellectual property right (whether by way of
trademark or otherwise) resulting directly or indirectly from the manufacture, sale, supply or
importation of the software, parts and components or their use in the solar generating facility.
Each Party agrees to notify the other as soon as reasonably possible of any material matters with
respect to which the foregoing indemnity is likely to apply and of which the notifying Party has
actual knowledge. If notified in writing of any action or claim for which the Contractor may be
liable to provide indemnity, the Contractor shall, without limitation, defend (subject to
reasonable consultation with KCP&L) such action or claim at Contractor’s expense and pay the
cost and damages and attorneys’ fees awarded against KCP&L in such action or claim; provided,
however, that Contractor shall have the right to control the defense and settlement of all such
actions or claims, which settlement shall be subject to the consent of KCP&L, if applicable, not
to be unreasonably withheld. Indemnification pursuant to this Section 10.1.2 shall not be
predicated on KCP&L having made payment on any such claim. The provisions of this Article
10 set forth the Contractor’s exclusive liability and KCP&L’s exclusive remedies for intellectual
property infringement.

               10.1.3 Infringement. In the event the apparatus, equipment or software, or any
part or component thereof furnished hereunder, is in such a suit or proceedings under Section
10.1.2 is held to constitute infringement, and its use is enjoined, Contractor shall, at its option,
and with KCP&L approval, and at its own expense, either:

                     (a)     procure for KCP&L the right to continue using said apparatus,
equipment or software or any part or component thereof;

                     (b)     replace it with non-infringing apparatus, equipment or software or
any part or component thereof; or

                      (c)     modify the apparatus, equipment or software or any part or
component thereof it so it becomes non-infringing while retaining equivalent functionality.

                10.1.4 Indemnity for Failure to Comply with Laws or Permits. Contractor agrees
to indemnify, defend and hold any KCP&L Indemnified Party harmless from and against all
fines, penalties, related costs, expenses and any Losses attributable to any failure of Contractor
or Subcontractors to comply with all Applicable Laws and Permits in connection with the
performance of the Work.

                10.1.5 Contractor’s Environmental and Electromagnetic Interference Indemnity.
KCP&L shall have no liability for, and Contractor agrees to indemnify, defend and hold
harmless each KCP&L Indemnified Party harmless against and from any act or omission by
Contractor, its Subcontractors, agents or employees at the Project Site under or in respect of any
Applicable Laws relating to the environment, in respect of any Hazardous Materials or in respect
of any Electromagnetic Interference claims arising from a breach of Section 2.15.

10.2 Indemnification Procedure. When required to indemnify any KCP&L Indemnified Party,
the Party providing the indemnity (“Indemnifying Party”) shall assume on behalf of such
KCP&L Indemnified Party and conduct with due diligence and in good faith the defense of any


                                                48
claim against such party, whether or not the Indemnifying Party shall be joined therein, and the
KCP&L Indemnified Party shall cooperate with the Indemnifying Party in such defense. The
Indemnifying Party shall have charge and direction of the defense and settlement of such claim;
provided, however, that without relieving the Indemnifying Party of its obligations hereunder or
impairing the Indemnifying Party’s right to control the defense or settlement thereof, the KCP&L
Indemnified Party may elect to participate through separate counsel in the defense of any such
claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless: (a) the counsel employed by such KCP&L Indemnified Party shall have reasonably
concluded that there exists a material conflict of interest between the Indemnifying Party and
such KCP&L Indemnified Party in the conduct of the defense of such claim (in which case the
Indemnifying Party shall not have the right to control the defense or settlement of such claim, on
behalf of such KCP&L Indemnified Party); or (b) the Indemnifying Party shall not have
employed counsel to assume the defense of such claim within a reasonable time after notice of
the commencement thereof. In each of such cases the fees and expenses of counsel shall be at
the expense of the Indemnifying Party. The amount of any indemnity payment made under
Section 10.1 shall be reduced by the amount of all insurance proceeds received by the KCP&L
Indemnified Party in respect of the event giving rise to the right of indemnity under Section 10.1.

10.3 Survival. The indemnities set forth in this Article 10 and the covenants set forth in
Section 10.1.6 shall survive the termination or expiration of this Agreement.

                                          ARTICLE 11

                                LIMITATION OF LIABILITY

11.1 Consequential Damages. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, NEITHER KCP&L NOR CONTRACTOR NOR ANY OF EITHER OF
THEIR SUCCESSORS OR ASSIGNS, OR THE RESPECTIVE SHAREHOLDERS,
MEMBERS, PARTNERS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES
OR REPRESENTATIVES OF EITHER OF THEM, SHALL BE LIABLE TO THE OTHER
FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL LOSSES OR
DAMAGES, INCLUDING REVENUES FROM LOST POWER, LOSS OF USE, COST OF
CAPITAL, LOSS OF GOODWILL, LOSS OF REVENUES OR PROFIT AND KCP&L AND
CONTRACTOR EACH HEREBY RELEASES THE OTHER AND EACH OF SUCH
PERSONS FROM ANY SUCH LIABILITY. THE FOREGOING EXCLUSION SHALL NOT:
(A) PRECLUDE RECOVERY, WHERE APPLICABLE, OF LIQUIDATED AMOUNTS
HEREUNDER; OR (B) BE CONSTRUED TO LIMIT RECOVERY UNDER ANY
INDEMNITY IN ARTICLE 10.

11.2 Releases Valid in All Events. The waivers, limitations and disclaimers of liability
indemnities, releases from liability and limitations on liability or damages expressed in this
Agreement shall survive cancellation or expiration of this Agreement, and shall apply (unless
otherwise expressly indicated under this Agreement) irrespective of whether a Party and in the
case of Contractor, any Affiliates of Contractor or any partner, shareholder, officer, director or
employee of a Party and in the case of Contractor, any Affiliates of Contractor asserts a theory of
liability in contract, equity or tort, even in the event of fault, misrepresentation (including
negligent misrepresentation), negligence (including sole negligence), foreseeable damages, strict

                                                49
liability, breach of warranty or any other theory of liability, of the party indemnified, released or
whose liabilities are limited, and, to the extent permitted by Applicable Law, shall extend to the
partners, principals, directors, officers and employees, agents of a Party and in the case of
Contractor, any Affiliates of Contractor and Affiliates of such party, and their partners,
principals, directors, officers and employees.

11.3 Delay Liquidated Damages Not a Penalty. The Parties acknowledge and agree that
because of the unique nature of the Project and the unavailability of substitute equipment, it is
difficult or impossible to determine with precision the amount of damage that would or might be
incurred by KCP&L as a result of Contractor’s failure to achieve Solar Unit Substantial
Completion of any Solar Unit by the Solar Unit Completion Date. It is understood and agreed by
the Parties that: (a) KCP&L shall be disadvantaged by failure of Contractor to meet such
obligations; (b) it would be impracticable or extremely difficult to quantify the amount of time
KCP&L’s disadvantage resulting therefrom; (c) any sums which would be payable under Section
6.9, or as otherwise provided herein are in the nature of liquidated damages are fair and
reasonable; and (d) such payments represent a reasonable estimate of damages, and shall,
without duplication, be the sole and exclusive remedy of KCP&L with respect to any such failure
by Contractor (but without limiting Contractor’s obligation to achieve Solar Unit Substantial
Completion of any Solar Unit in a timely manner).

                                          ARTICLE 12

                                          INSURANCE

Contractor, at its own cost, shall carry and maintain the insurance required to be carried by
Contractor in Exhibit EE. Each Party, at the other Party’s request, shall provide such other Party
with a certificate of insurance confirming the coverages set forth in Exhibit EE.

                                          ARTICLE 13

                      DEFAULT; TERMINATION AND SUSPENSION

13.1 Contractor Defaults. The occurrence of any one or more of the following events shall
constitute an event of default by Contractor hereunder (“Contractor Event of Default”):

                (a)    Contractor, the issuer of a letter of credit or the signatory to the Guaranty
makes a general assignment for the benefit of its creditors, is unable to pay its debts as they
become due, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency,
arrangement, reorganization or other debtor relief proceeding under any Applicable Laws, now
in existence or hereafter becoming effective, and, in the case of any such involuntary proceeding,
that is not dismissed or stayed within forty-five (45) Days after it is commenced;

              (b)    Contractor fails, for any reason, to make prompt payments required to be
made by Contractor to KCP&L that is not otherwise in dispute or, other than due to a failure of
KCP&L to make payments to Contractor when obligated and in accordance with this Agreement,
any Subcontractor, which failure continues for thirty (30) Days after notice of such non-payment;



                                                 50
              (c)   Contractor intentionally or negligently disregards Applicable Laws, the
Contract Documents, Applicable Standards, or any safety requirements applicable to the Work
and does not commence to cure its noncompliance therewith within three (3) Days after notice
from KCP&L;

               (d)    Contractor disregards the instructions of KCP&L delivered in accordance
with the Contract Documents (other than instructions that substantially increase Contractor’s
costs or the scope of the Work without an accompanying Scope Change Order) and does not
commence to cure its noncompliance therewith within thirty (30) Days after notice from
KCP&L;

               (e)    there is a material default under the Guaranty and is not cured within thirty
(30) Days;

               (f)   Contractor has failed to perform or comply in any material respect with
Contractor’s covenants, terms, conditions or obligations contained in the Solar Development
Acquisition and Sale Agreement, or to consummate the sale contemplated under (and in
accordance with the terms and conditions of) the Solar Development Acquisition and Sale
Agreement for any reason other than (i) a KCP&L default of the Solar Development Acquisition
and Sale Agreement, or (ii) if Contractor’s obligation to perform has otherwise been expressly
excused by this Agreement or the Solar Development Acquisition and Sale Agreement;

                (g)    Contractor has made a material misrepresentation in this Agreement and
fails to cure same within thirty (30) Days after notice from KCP&L; and

               (h)      Contractor is otherwise in breach of any material provision of, or has
failed to perform its obligations under, the Contract Documents and such failure continues for
thirty (30) Days after written notice from KCP&L; provided, however, that if such default is not
capable of cure within the thirty (30) Day notice period, but is capable of cure within a ninety
(90) Day period, and Contractor commences such cure within such thirty (30) Day notice period
and diligently proceeds to cure such default, then such default shall not be a Contractor Event of
Default unless it remains uncured ninety (90) Days from the date of the original written notice
from KCP&L; provided, further, that a failure to meet a milestone shall not be a default under
this subsection (g) or otherwise.

Upon the occurrence and during the continuation of any Contractor Event of Default hereunder,
KCP&L, in addition to its right to pursue any other remedy given under this Agreement or now
or hereafter existing at law or in equity or otherwise, shall have the right to terminate this
Agreement for cause by written notice to Contractor.

13.2   Termination for Cause.

               13.2.1 A termination for cause shall be effective upon delivery of KCP&L’s
notice with respect thereto. In the event of such termination for cause, KCP&L shall have the
right to complete the Work. If KCP&L exercises this right, KCP&L shall, within a reasonable
period of time after the Work is finally completed by one or more replacement contractors,
determine the total cost to KCP&L for completing the Work in accordance with the Technical
Specifications and the other Requirements of this Agreement, including all sums previously paid

                                               51
or then owed to Contractor pursuant to this Agreement. In contracting with such replacement
contractors, KCP&L shall, to the extent practicable, cause the Work to be completed an
accordance with the Contract Documents and shall employ reasonable efforts to mitigate the
costs incurred in connection with completion of the Work. If the Contract Price is less than the
sum of: (i) the cost incurred by KCP&L finally to complete the Work; (ii) all other damages
suffered by KCP&L as a result of a default or breach by Contractor of the Requirements of this
Agreement, subject to the limits of liability set forth in this Agreement; and (iii) all amounts
previously paid to Contractor pursuant to this Agreement, Contractor shall pay to KCP&L on
demand the amount of such difference. Any amount owed by KCP&L to Contractor for the level
of completion of the Work shall be retained by KCP&L until after completion of the Work and
applied by KCP&L to pay any amounts and damages owed by Contractor pursuant to this
Section 13.2. If KCP&L chooses not to complete the Work then KCP&L shall all rights and
remedies available at both law and equity resulting from such default or breach.

                13.2.2 In the event of a termination for cause under the Contractor Event of
Default set forth in Section 13.1 (f), and to the extent that such breach or failure is not cured
within such 30-day period (provided, however, if the nature of the breach or failure is such that it
cannot reasonably be cured within such 30-day period, provided Contractor promptly
commences and diligently pursues a cure, Contractor shall have an additional thirty (30) days to
effect the cure) may:

                      (i) terminate this Agreement, without further liability on KCP&L’s part
(other than the confidentiality obligations set forth in Article 8 of the Solar Development
Acquisition and Sale Agreement and in Section 17.1 of this Agreement);

                     (ii) enforce specific performance of the Solar Development Acquisition
and Sale Agreement; or

                      (iii) pursue any other remedy available to KCP&L at law or in equity in
regard to this Agreement and the Solar Development Acquisition and Sale Agreement.

13.3 Contractor’s Right to Suspend. KCP&L’s failure to pay to Contractor any required
payment or a portion thereof that is not in dispute, which failure continues for thirty (30) Days
after written notice of such failure has been received by KCP&L from Contractor, shall
constitute an event of default by KCP&L hereunder (“KCP&L Event of Default”). Contractor
may suspend performance of the Work until the KCP&L Event of Default is cured.

13.4 Termination for Convenience. KCP&L may for its convenience terminate this
Agreement, after giving notice to Contractor in which event Contractor shall be entitled to be
paid the Termination Payment. As a condition to any termination by KCP&L pursuant to this
Section 13.4 (“Termination for Convenience”), KCP&L must provide written notice to
Contractor of the Termination for Convenience at least three (3) Business Days prior to the
effective date of such termination. Subject to Sections 4.8.2 and 4.8.3, at the date of termination
under this Section 13.4, KCP&L shall have the option, but not the obligation to take delivery and
title to:




                                                52
              (a) material or equipment, including the Solar Units, that was purchased, prepared
or fabricated off the Project Site for subsequent incorporation into the Project (“Off-Site
Materials/Equipment”); and

              (b) material or equipment, including the Solar Units, that was purchased, prepared
or fabricated and delivered to the Project Site but not yet paid for by KCP&L (“On-Site
Materials/Equipment.”

13.5 Termination Due to Force Majeure. If: (a) KCP&L wholly suspends the Work on the
Project for one hundred eighty (180) consecutive Days due to the occurrence of a Force Majeure
Event suffered by KCP&L; or (b) Contractor is entirely prevented from performing the Work for
a period of one hundred eighty (180) consecutive Days as a result of the occurrence of a Force
Majeure Event, then the Party not claiming a Force Majeure Event may terminate this
Agreement at no cost or penalty, other than the payment of the costs described below, upon not
less than thirty (30) Days’ prior written notice to the other Party; provided, however, that nothing
in this Section 13.5 shall relieve or excuse either Party from its obligations under Article 8 in
respect of the occurrence of a Force Majeure Event. In the event that either Party terminates this
Agreement pursuant to this Section 13.5, the Parties shall negotiate in good faith to equitably
resolve the disposition of the Off-Site Materials/Equipment and On-Site Materials/Equipment
given the status of the delivery of Solar Units to the Project Site, the number of Solar Units
erected at the Project Site and the status of the Balance of Plant at the time the Project is
terminated under this Section 13.5.

                        Upon such termination, KCP&L shall pay Contractor:

                    (i) all reasonable direct incremental costs incurred by Contractor in
performance of the Work, minus any amounts paid by KCP&L to Contractor under this
Agreement for such Work;

                       (ii) subject to Section 13.5(iv) below, all reasonable direct documented
incremental costs incurred by Contractor for terminating the Work before Final Completion
(including, but not limited to, removing equipment and materials from the Project Site);

                     (iii) home office costs associated with terminating the Subcontracts and
Major Subcontracts; and

                    (iv) all reasonable cancellation fees or termination payments required to
terminate or cancel Subcontracts and Major Subcontracts but only if KCP&L previously
approved of the amount of such cancellation fees or termination payments as provided for in
Section 3.3.

The foregoing costs shall not include any costs incurred by Contractor after the date of the event
giving rise to such termination including overhead and profit on work not performed or provided.
Contractor shall use all reasonable diligent efforts to mitigate the costs described above in this
Section 13.5.

13.6   Actions Required Following Termination.


                                                53
               13.6.1 Discontinuation of Work. Upon termination of this Agreement pursuant
to Sections 13.2, 13.3, 13.4 or 13.5, Contractor immediately shall take such steps as are
reasonably necessary to preserve and protect Work completed and in progress and to protect
materials, equipment and supplies at the Project Site, stored off-site or in transit. Contractor then
shall discontinue the Work and remove its personnel and equipment from the Project Site.
KCP&L shall be entitled to take exclusive possession of the Work and all or any part of the
Work and materials delivered or en route to the Project Site, provided, that KCP&L has paid, or
promptly pays, Contractor all amounts hereunder then due and payable from KCP&L to
Contractor.

                13.6.2 Cancellation and Transfer of Subcontracts, Major Subcontract, and Other
Rights. If requested by KCP&L, Contractor shall make every reasonable effort to cancel existing
contracts with Subcontractors and Major Subcontractors upon terms satisfactory to KCP&L.
Any payments to be made to a Subcontractor or Major Subcontractors as a result of any such
termination shall be paid by Contractor. Contractor shall also, upon request by KCP&L: (a)
pursuant to Section 3.1.3, deliver to KCP&L any and all agreements, purchase orders, bonds and
options made or issued by Contractor in performance of the Work (but in no event shall KCP&L
be liable for any action or default of Contractor occurring prior to such delivery and assignment
except and to the extent such action or default was caused by KCP&L, and each agreement shall
so provide); (b) if the subject Subcontract and Major Subcontract does not contain the required
language of Section 3.1.3, then Contractor shall irrevocably assign and deliver to KCP&L any
and all agreements, purchase orders, bonds and options made by Contractor in performance of
the Work (but in no event shall KCP&L be liable for any action or default of Contractor
occurring prior to such delivery and assignment except to the extent such action or default was
caused by KCP&L, and each contract shall so provide); (c) provide to KCP&L without charge
and in accordance with this Agreement and the terms of such agreement, all rights to use
patented or proprietary materials of Contractor, Subcontractors and Major Subcontractors in
completing, operating and maintaining the Work; and (d) deliver to KCP&L originals of all
Contract Documents and, if the termination occurs at a time when the design of the Balance of
Plant is incomplete, originals of all Design Documents in process (except that Contractor may
keep for its records copies, and, if sufficient originals exist, an original set, of the Contract
Documents executed by KCP&L and Design Documents for the Solar Units), all other materials
relating to the Work which belong to KCP&L, and all papers and documents relating to Permits,
orders placed, bills and invoices, lien releases and financial management under this Agreement.
All deliveries hereunder shall be made free and clear of any liens, security interests or
encumbrances, except such as may be created by KCP&L or permitted by this Agreement.
Except as provided herein, no action taken by KCP&L or Contractor after the termination of this
Agreement shall prejudice any other rights or remedies of KCP&L or Contractor provided by
Applicable Laws, the Contract Documents or otherwise upon such termination.

                13.6.3 Surviving Obligations. Termination or expiration of this Agreement: (a)
shall not relieve either Party of its obligations with respect to the confidentiality of the other
Party’s information as set forth in Section 17.1; (b) shall not relieve either Party of any
obligation hereunder which expressly or by implication survives termination hereof; and (c)
except as otherwise provided in any provision of this Agreement expressly limiting the liability
of either Party, shall not relieve either KCP&L or Contractor of any obligations or liabilities for
loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior

                                                 54
to the effectiveness of such termination or arising out of such termination, and shall not relieve
Contractor of its obligations as to portions of the Work or other services hereunder already
performed or of obligations assumed by Contractor prior to the date of termination. This Article
13 shall survive the termination or expiration of this Agreement.

13.7 Solar Development Acquisition and Sale Agreement. A Seller Event of Default (as
defined in the Solar Development Acquisition and Sale Agreement) shall constitute a default by
Contractor under this Agreement.

                                         ARTICLE 14

                                 TITLE AND RISK OF LOSS

14.1 Title to Solar Units, Balance of Plant and the Work. Provided that KCP&L has made all
payments due in accordance with this Agreement, Contractor warrants and guarantees that legal
title to and ownership of the Work shall be free and clear of any and all liens, claims, security
interests or other encumbrances when title thereto passes to KCP&L. Title to all Work
permanently installed as part of the Project, including the Solar Units and Balance of Plant,
which is provided by Contractor shall pass to KCP&L upon payment.

14.2 Title to Drawings. Title to drawings, specifications and like materials (including the
Turnover Packages contents) which are owned by Contractor shall be transferred to KCP&L
upon the earlier of receipt thereof by KCP&L or Project Substantial Completion. In addition,
Contractor grants to KCP&L an irrevocable non-exclusive license to use, reproduce and produce
derivative works of such drawings, specifications and other design documentation to which
Contractor does not have title but has the right to grant sub-licenses solely for the purpose or
completing construction of, operating and maintaining, rebuilding and expanding the Project.
Contractor shall bear no liability for the use of such documentation for the purpose of expansion
of the Project. KCP&L shall have the right to assign the benefit of such license to a purchaser in
connection with a transfer of the Project or to any subsequent purchaser or assignee of same.
Any such purchaser or assignee shall acquire such license subject to the same terms and
restrictions as stated in this Section 14.2. KCP&L may retain the necessary number of copies of
all such documents for purposes of construction, operation, maintenance and Repair of the
Project.

14.3 Risk of Loss. Notwithstanding passage of title as provided in Section 14.1, Contractor
shall bear the risk of loss and damage with respect to the Solar Unit and the related Electrical
Works until Commissioning and Turnover of Solar Unit with respect to such Solar Units and the
related Electrical Works, and with respect to all other portions of the Work, or any portion
thereof, wherever located, until Project Substantial Completion. Upon such transfer of risk of
loss with respect to such item, Contractor shall relinquish and KCP&L shall assume full and
exclusive custody of such property, including responsibility for operation, maintenance,
insurance and risk of loss. Notwithstanding the foregoing, if Contractor is obligated by the terms
of this Agreement to perform additional Work with respect to the Solar Units or the related
Electrical Works subsequent to the applicable Solar Unit Substantial Completion or with respect
to all other Work subsequent to Project Substantial Completion, Contractor shall bear the risk of



                                               55
loss and damage with respect to such Work until Contractor’s obligation to perform additional
Work is satisfied.

14.4 Electric Energy. KCP&L shall be entitled to any electric energy generated by the Project
whether before or after Project Substantial Completion.

                                          ARTICLE 15

                                   DISPUTE RESOLUTION

15.1 Step Negotiations. The Parties shall attempt in good faith to resolve all disputes
promptly by negotiation, as set forth below. Either Party may give the other Party written notice
of any dispute not resolved in the normal course of business. Executives of both Parties at levels
one level above the Project personnel who have previously been involved in the dispute shall
meet at a mutually acceptable time and place within ten (10) Days after delivery of such notice,
and thereafter as often as they reasonably deem necessary, to exchange relevant information and
to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) Days
from the referral of the dispute to senior executives, or if no meeting of senior executives has
taken place within fifteen (15) Days after such referral, either Party may initiate mediation as
provided hereinafter. If a Party intends to be accompanied at a meeting by an attorney, the other
Party shall be given at least three (3) Business Days’ notice of such intention and may also be
accompanied by an attorney. All negotiations pursuant to this Section 15.1 are confidential and
shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of
Evidence and state rules of evidence. Each Party shall bear its own costs for this dispute
resolution phase.

15.2 Mediation. In the event that any dispute arising out of or relating to the Contract
Documents is not resolved in accordance with the procedures set forth in Section 15.1, such
dispute shall be submitted to mediation to one of the following mediators: Eric Green of
Resolutions, LLC or Jonathan Marks of MarksADR, LLC. The mediation shall take place at an
agreed location in Kansas City, Missouri, unless otherwise agreed to by the Parties. If the
mediation process has not resolved the dispute within thirty (30) Days of the submission of the
matter to mediation, or within such longer period as the parties may agree to, the dispute shall be
decided by arbitration as set forth below. Each Party shall bear its own costs for this dispute
resolution phase.

15.3 Arbitration. All claims, disputes and other matters in question not resolved by mediation
under Section 15.2 between the Parties to the Agreement arising out of or relating to the Contract
Documents or the breach thereof shall be decided by arbitration by the American Arbitration
Association (at the regional office closest to Owner’s headquarters) or by a mutually agreed upon
arbitrator. The arbitration shall take place at an agreed location in Kansas City, Missouri and be
conducted in accordance with the American Arbitration Association Construction Industry
Arbitration Rules then obtaining or a mutually agreed upon set of arbitration rules. This
agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance
herewith shall be specifically enforceable under the prevailing arbitration law of any court
having jurisdiction. Notice of demand for arbitration must be filed in writing with the other
Party to the Agreement and with the AAA or other mutually agreed to arbitrator. The demand

                                                56
must be made within a reasonable time after the dispute has arisen. In no event may the demand
for arbitration be made if the institution of legal or equitable proceedings based on such dispute
is barred by the applicable statute of limitations. If the total dispute, exclusive of interest and
arbitration costs, does not equal or exceed One Million Dollars ($1,000,000), the arbitration shall
be heard by one neutral arbitrator. If the total dispute equals or exceeds One Million Dollars
($1,000,000), then the arbitration shall be heard by three (3) neutral arbitrators. Any arbitration
may be consolidated with any other arbitration proceedings. Either Party may join any other
interested parties. The award of the arbitrator(s) shall be specifically enforceable in a court of
competent jurisdiction. Each Party shall bear its own costs for this dispute resolution phase.

15.4 Continued Prosecution of the Work. In case of any dispute, Contractor shall continue to
diligently prosecute the Work and maintain its progress, and Owner shall continue to make
payments to Contractor for those portions of the Project completed that are not the subject of
dispute in accordance with the Agreement.

                                          ARTICLE 16

                        REPRESENTATIONS AND WARRANTIES

16.1   Contractor Representations. Contractor represents and warrants that:

                16.1.1 Organization. Contractor is a corporation duly organized, validly existing
and in good standing under the laws of the State of ________, and is qualified to do business in
all jurisdictions in which the nature of the business conducted by it makes such qualification
necessary and where failure to so qualify would have a material adverse effect on its ability to
perform this Agreement.

                16.1.2 No Violation of Law; Litigation. Contractor is not in violation of any
Applicable Laws, or judgment entered by any Governmental Authority, which violation,
individually or in the aggregate, would materially and adversely affect its performance of any
obligations under this Agreement. Except as Contractor has disclosed in writing to KCP&L
prior to the Effective Date, there are no legal or arbitration proceedings or any proceeding by or
before any Governmental Authority, now pending or (to the best knowledge of Contractor)
threatened against Contractor which, if adversely determined, could reasonably be expected to
have a material adverse effect on the ability of Contractor to perform under this Agreement.

               16.1.3 Permits. Contractor is (or shall be prior to performing any applicable
Work on the Project Site) (i) the holder of all Permits required to permit it to operate or conduct
its business now and as contemplated by this Agreement, and/or (ii) acting pursuant to permits
held by KCP&L (such as the permits transferred to KCP&L under the Solar Development
Acquisition and Sale Agreement or permits obtained for KCP&L’s benefit pursuant to this
Agreement).

               16.1.4 No Breach. None of the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated, or compliance with the terms and
provisions hereof, conflicts with or shall result in a breach of, or require any consent under, the
governing documents of Contractor, or any Applicable Laws or regulation, order, writ, injunction


                                                57
or decree of any court or Governmental Authority, or any agreement or instrument to which
Contractor is a party or by which it is bound or to which it is subject, or constitute a default
under any such agreement or instrument.

               16.1.5 Corporate Action. Subject to Section 17.21, it has all necessary power and
authority to execute, deliver and perform its obligations under this Agreement; the execution,
delivery and performance by Contractor of this Agreement have been duly authorized by all
necessary action on its part; and, this Agreement has been duly and validly executed and
delivered by Contractor and constitutes the legal, valid and binding obligation of Contractor
enforceable in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the
enforcement of creditors’ rights generally and by general equitable principles, without limiting
the generality of the foregoing, no Governmental Authority is required to approve this
Agreement or receive a filing of this Agreement for it to be enforceable against KCP&L in
accordance with its terms.

                16.1.6 Investigation. Contractor has: (a) full experience and proper qualifications
to perform the Work, to construct the Balance of Plant and to erect and install the Solar Units,
and (b) ascertained the nature and location of the Work, the general character and accessibility of
the Project Site, the existence of obstacles to construction, the location and character of existing
or adjacent work or structures, and other general and local conditions and Applicable Laws
(including labor) which might affect its performance of the Work or the cost thereof and has
performed such testing or examined the results of such testing as would normally be conducted
by a contractor considering entering into an agreement such as this Agreement.

              16.1.7 O&M Manuals. The O&M Manuals delivered hereunder shall contain all
of the applicable materials provided by relevant Subcontractors and fairly present all
manufacturers’ procedures, specifications and requirements.

16.2   KCP&L Representations. KCP&L represents and warrants that:

                16.2.1 Organization. KCP&L is a corporation duly organized, validly existing
and in good standing under the laws of the State of Missouri, and is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such qualification
necessary and where failure to so qualify would have a material adverse effect on its ability to
perform this Agreement.

                16.2.2 No Violation of Law; Litigation. KCP&L is not in violation of any
Applicable Laws or judgment entered by any Governmental Authority, which violation,
individually or in the aggregate, would materially and adversely affect its performance of any
obligations under this Agreement. Except as KCP&L has disclosed in writing to Contractor
prior to the Effective Date, there are no legal or arbitration proceedings or any proceeding by or
before any Governmental Authority, now pending or (to the best knowledge of KCP&L)
threatened against KCP&L which, if adversely determined, could reasonably be expected to have
a material adverse effect on the ability of KCP&L to perform under this Agreement.




                                                58
               16.2.3 No Breach. None of the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated, or compliance with the terms and
provisions hereof and thereof, conflicts with or shall result in a breach of, or require any consent
under, the governing documents of KCP&L, or any Applicable Laws or regulation, order, writ,
injunction or decree of any court or Governmental Authority, or any agreement or instrument to
which KCP&L is a party or by which it is bound or to which it is subject, or constitute a default
under any such agreement or instrument.

                 16.2.4 Corporate Action. KCP&L has all necessary power and authority to
execute, deliver and perform its obligations under this Agreement; the execution, delivery and
performance by KCP&L of this Agreement have been duly authorized by all necessary action on
its part; and, this Agreement has been duly and validly executed and delivered by KCP&L and
constitutes the legal, valid and binding obligation of KCP&L enforceable in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement of creditors’
rights generally and by general equitable principles.

                                          ARTICLE 17

                              MISCELLANEOUS PROVISIONS

17.1 Confidentiality. Except as set forth in this Section 17.1, KCP&L and Contractor shall
hold in confidence all information supplied by either Party to the other Party under the terms of
this Agreement that is marked or otherwise indicated to be confidential (“Confidential
Information”). Each Party shall inform its Affiliates, Subcontractors, suppliers, vendors and
employees of its obligations under this Section 17.1 and require such Persons to adhere to the
provisions hereof. Notwithstanding the foregoing, KCP&L and Contractor may disclose the
following categories of information or any combination thereof:

               (a)    information which was in the public domain prior to receipt thereof by
such Party or which subsequently becomes part of the public domain by publication or otherwise
except by a wrongful act of such Party;

                (b)    information that such Party can show was lawfully in its possession prior
to receipt thereof from the other Party through no breach of any confidentiality obligation;

                (c)    information received by such Party from a third party having no obligation
of confidentiality with respect thereto;

                (d)    information at any time developed independently by such Party providing
it is not developed from otherwise confidential information;

               (e)     information disclosed pursuant to and in conformity with the law or a
judicial order or in connection with any legal proceedings described in Article 15; provided,
however, that the Party seeking disclosure must inform the other Party of the need for such
disclosure and, if reasonably requested by the other Party, seek, through a protective order or
other appropriate mechanism, to maintain the confidentiality of Confidential Information; and


                                                59
               (f)   information required to be disclosed under securities laws applicable to
publicly traded companies and their subsidiaries.

         In addition, either Party may disclose Confidential Information to any financial
institutions expressing interest in providing debt financing or refinancing or other credit support
to that Party or an Affiliate thereof, and the agent or trustee of any of them; provided, however,
that such disclosures shall be subject to the agreement of such Persons to keep such information
confidential pursuant to the terms of this Section 17.1. The Parties each acknowledge and agree
that the terms of this Agreement shall constitute Confidential Information of the other Party.
Notwithstanding the foregoing, either Party may publish Confidential Information regarding this
Agreement with the express written consent of the other Party, which consent shall not be
unreasonably withheld. Neither Party shall release, distribute or disseminate any Confidential
Information for publication concerning this Agreement or the participation of the other Party in
the transactions contemplated hereby without the prior written consent of the other Party;
provided, however, that such limitation on disclosure shall not apply to disclosures or reporting
required by a Governmental Authority if the Party seeking disclosure informs the other Party of
the need for such disclosure and, if reasonably requested by the other Party, seeks, through a
protective order or other appropriate mechanism, to maintain the confidentiality of Confidential
Information.

17.2 Public Announcements. Contractor shall not issue any public announcement or other
statement with respect to this Agreement or the transactions contemplated hereby, without the
prior consent, which shall not be unreasonably withheld or delayed, of KCP&L, unless required
by applicable law or order of a court of competent jurisdiction. In the event of a breach of this
Section 17.2, in addition to and not in lieu of any legal or equitable remedies that may otherwise
be available, KCP&L may, in its sole discretion, issue public announcements that KCP&L shall
deem to be appropriate in its reasonable discretion to supplement, correct or amplify the
announcement or statement made by the Contractor.

17.3 Software and Other Proprietary Material. KCP&L and Contractor acknowledge and
agree that, pursuant to the terms of this Agreement, KCP&L is being provided and shall have
access to certain intellectual property rights the right to make and use (but not distribute)
derivative works: (a) owned by Contractor; or (b) used or licensed by Contractor pursuant to
Contractor’s agreements with its Subcontractors, including software, trade secrets, patents and
other proprietary information relating to the specification, design, construction, installation,
operation or maintenance and Repair of the Work, as well as certain training processes and the
contents of service and maintenance manuals and test and inspection procedures (“Intellectual
Property Rights”). KCP&L and Contractor agree that the Agreement provides KCP&L and its
representatives with an irrevocable, permanent, transferable, nonexclusive, royalty-free license to
use the Intellectual Property Rights: (a) in connection with the Project; and (b) solely in
connection with the operation, maintenance, Repair, modification or alteration of any other
power generating facility to be owned, operated, constructed or developed by KCP&L or any
Affiliate of KCP&L; provided, that, Contractor makes no representation or warranty with respect
to the Intellectual Property Rights to the extent that such Intellectual Property Rights are used in
any facility other than the Project and; provided, further, that Contractor makes no representation
that the Intellectual Property Rights are suitable for reuse by KCP&L or others on any other



                                                60
project and, provided, further, that any such reuse shall be at KCP&L’s sole risk and without
liability or legal exposure to Contractor.

17.4 Notice. All notices and other communications required or permitted by this Agreement
or by law to be served upon or given to a Party by any the other Party shall be in writing signed
by the Party giving such notice and shall be deemed duly served, given and received: (a) on the
date of service, if served personally or sent by facsimile transmission (with appropriate
confirmation of receipt) to the Party to whom notice is to be given; (b) on the date of delivery, or
date of documented refusal thereof, if mailed by first class registered or certified mail, return
receipt requested, postage paid; or (c) on the date of delivery, or date of documented refusal
thereof, if sent by a nationally recognized courier for next Day service and so addressed and if
there is evidence of acceptance by receipt, in each case addressed as follows:

       If to KCP&L:

               Kansas City Power & Light
               P.O. Box 418679
               Kansas City, MO 64141-9679
               Attention: ____________, Solar Project – Project Manager
               Facsimile: ____________
               Telephone: ____________
               Email: ____________@KCP&L.com

       with a copy to:

               KCP&L
               One Kansas City Place, 31st Floor
               1200 Main Street
               P.O. Box 418679
               Kansas City, MO 64141
               Attention: General Counsel & Chief Legal Officer
               Facsimile: (816) 556-2335
               Telephone: (816) 556-2446
               Email: heather.humphrey@KCP&L.com

       If to Contractor:




       with copies to:




                                                61
        The Parties, by like notice in writing, may designate, from time-to-time, another address
or office to which notices shall be delivered pursuant to this Agreement.

17.5 No Rights in Third Parties. Except as otherwise expressly provided herein, this
Agreement and all rights hereunder are intended for the sole benefit of the Parties and shall not
imply or create any rights on the part of, or obligations to, any other Person.

17.6 Owner is a U.S. Government Contractor. In order to comply with the requirements
applied to Owner by the government under Owner’s agreement, Owner’s suppliers and
contractors, including Contractor, are required to comply with the rules outlined in Exhibit I-1.

17.7 Entire Agreement. This Agreement contains the entire understanding of the Parties with
respect to the subject matter hereof and supersedes all prior agreements and commitments with
respect thereto. There are no other oral understandings, terms or conditions and neither Party has
relied upon any representation, express or implied, not contained in this Agreement.

17.8 Amendments. No amendment or modification of this Agreement shall be valid or
binding upon the Parties unless such amendment or modification shall be in writing and duly
executed by authorized representatives of both Parties.

17.9 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas without regard to its conflicts of laws provisions.

17.10 Right of Waiver. KCP&L, in its sole discretion, shall have the right, but shall have no
obligation, to waive, defer or reduce any of the requirements to which Contractor is subject
under this Agreement at any time; provided, however, that such waiver is in writing. Any failure
of any Party to enforce any of the provisions of this Agreement or to require compliance with
any of its terms at any time during the pendency of this Agreement shall in no way affect the
validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of
such Party thereafter to enforce any and each such provision.

17.11 Severability. The invalidity of one or more phrases, sentences, clauses, Sections or
articles contained in this Agreement shall not affect the validity of the remaining portions of the
Agreement so long as the material purposes of this Agreement can be determined and
effectuated. In the event that any of the provisions, or portions or applications thereof, of this
Agreement, are held to be unenforceable or invalid by any court of competent jurisdiction,
KCP&L and Contractor shall negotiate in good faith an equitable adjustment in the provisions of
this Agreement with a view toward effecting the purpose of this Agreement.

17.12 Assignment. This Agreement or any right or obligation contained herein may be
assigned by KCP&L or Contractor, respectively, to Affiliates of KCP&L or Contractor;
provided, however, that KCP&L or Contractor, as the case may be, unconditionally guarantees
the performance of such Affiliate’s obligations under this Agreement to the reasonable
satisfaction of the other Party. This Agreement may be otherwise assigned by the Parties only
upon the prior written consent of the other Party, which consent shall not be unreasonably
withheld, conditioned or delayed. When duly assigned in accordance with the foregoing, this
Agreement shall be binding upon and shall inure to the benefit of the assignee; any other


                                                62
assignment shall be void and without force or effect. Successors and Assigns. This Agreement
shall be binding upon the Parties, their successors and permitted assigns.

17.13 No Partnership Created. Nothing contained in this Agreement shall be construed as
constituting a joint venture or partnership between Contractor and KCP&L.

17.14 Survival. All provisions of the Contract Documents that are expressly or by implication
to come into or continue in force and effect after the expiration or termination of this Agreement,
including Articles 7, 10 and 11 shall remain in effect and be enforceable following such
expiration or termination. The representations and warranties of Contractor or KCP&L
contained herein or in any other Contract Document shall survive the execution and delivery
hereof and thereof.

17.15 Effectiveness. This Agreement shall be effective on, and binding upon each of the
Parties, on the Effective Date.

17.16 Further Assurances. Contractor and KCP&L agree to provide such information, execute
and deliver any instruments and documents and to take such other actions as may be necessary or
reasonably requested by the other Party which are not inconsistent with the provisions of this
Agreement and which do not involve the assumptions of obligations other than those provided
for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of
this Agreement.

17.17 Captions. The captions contained in this Agreement are for convenience and reference
only, and in no way define, describe, extend or limit the scope of intent of this Agreement or the
intent of any provision contained herein.

17.18 Equal Employment Opportunity. Contractor represents and warrants that the Work shall
be performed in compliance with all Applicable Laws, including all applicable executive,
judicial and administrative orders. Contractor specifically warrants that it shall comply with
Executive Order No. 11246, as amended, which prohibits employment discrimination on the
basis of race, creed, color, age, sex, or national origin and which prohibits segregated facilities;
with section 503 of the Rehabilitation Act of 1973 and the Vietnam Era Veterans’ Readjustment
Assistance Act of 1972, as amended, which require affirmative action in employing and
advancing qualified disabled individuals, disabled veterans and Vietnam veterans; and with
Executive Order No. 12432, as amended, if applicable, which promotes the utilization of small
business concerns and small business concerns owned and controlled by socially and
economically disadvantaged individuals. Upon KCP&L’s reasonable request(s), Contractor shall
(and/or shall cause its Subcontractors to) provide such information as may be required by
KCP&L in order to respond to any Governmental Authority with respect to matters involving
compliance with the Applicable Laws described above in this paragraph.

17.19 Counterparts. This Agreement may be signed in any number of counterparts and each
counterpart shall represent a fully executed original as if signed by both Parties, with all such
counterparts together constituting but one and the same instrument.




                                                63
[SIGNATURE PAGE FOLLOWS ON NEXT PAGE]




                 64
       IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the date and year first above written.

                                        KCP&L:


                                        Kansas City Power & Light Company
                                        a Missouri corporation


                                        By:
                                        Its:


                                        Contractor:

                                        a ________ corporation


                                        By:
                                        Its:




                                          65
                                         EXHIBIT C-1

                   PROJECT SCHEDULE AND PROJECT CONTROLS

1.1           Time For Performance of the Work. Contractor shall carry out and complete the
Work on or before the Milestone Dates inserted in the Project Schedule and listed in Exhibit B.
Should the Work fall behind to such extent that the respective Milestone Dates may, as
determined by Owner or Owner’s Representative in consultation with Contractor, be at risk,
Contractor shall propose to Owner and Owner’s Representative, within five (5) Days of
determining that any Milestone Date may be at risk, another course of action that will return the
Project to a state of Schedule compliance to meet the remaining Milestone Dates contained in the
Contract Documents. Such recovery Schedule may include re-planning task sequences,
increasing personnel or other resources of Contractor or of any Subcontractor employed on the
Work, increasing the number of shifts, overtime operations, the addition of Subcontractors or
other steps to cause the recovery of the progress of the Work. Contractor shall not be entitled to
any additional payment for taking any such steps. Should Owner or Owner’s Representative
reasonably believe that Contractor’s proposed course of action is not sufficient to restore the
Work to meet the Milestone Dates, Owner shall advise Contractor that Contractor has five (5)
Days to correct the schedule problem and recover the time on the Project Critical Path or to make
arrangements, acceptable to Owner and Owner’s Representative, to correct the schedule problem
and recover the time on the Project Critical Path. If Contractor has not corrected the schedule
problem or does not have a reasonably acceptable plan to correct the schedule problem within
such time, Owner shall have the right to require Contractor to increase the number of its
employees, or to increase or change the amount or kind of tools or equipment or to increase the
time worked by the employees until the Work is back on schedule or a plan for regaining the
schedule reasonably acceptable to Owner is proposed by Contractor or any combination thereof.
Costs for such Work shall be paid by Contractor if such delay has been caused by the Contractor.

1.2         Level 1 (“Milestone”) Schedule. A milestone schedule in a bar chart format is
required to be submitted within fourteen (14) Days after the Effective Date(“Milestone
Schedule”) utilizing Primavera Project Planner P3e 6.0. software. The Milestone Schedule shall
incorporate the Key Milestone Dates shown in Exhibit B and Level 1 engineering, and
procurement activities. The Milestone Schedule shall also address each building area, category
of Work, phase sequence, and/or Material installation scope of Work for the Project.

1.3          Level 3 (“Detailed”) CPM Schedule. Contractor will prepare and submit a critical
path method (“CPM”) schedule for the Work for the Level 3 engineering and procurement
Schedule and the Level 3 construction Schedule that is integrated with the Level 3 engineering
and procurement Schedule (“Level 3 Detailed CPM Schedule”). The Level 3 Detailed CPM
Schedule will include the Milestone Dates and shall be produced utilizing Primavera Project
Planner P3e 6.0. software. Once submitted by Contractor, the Level 3 Detailed CPM Schedule
will be subject to review by Owner. The schedule is to be mutually agreed upon by the Owner
and Contractor and thereafter the Level 3 Detailed CPM Schedule will be frozen and will
comprise the “Baseline Schedule” for monitoring the Project.

1.4           Baseline Schedule. The Baseline Schedule shall include the following: (a)
identified logical sequences; (b) mathematical analysis (calculation of early and late dates and

                                                1
float variances based on the logic sequences); (c) resource analysis for the Level 3 Construction
Schedule (manpower loaded and balanced to the final estimate); and (d) originally planned and
remaining durations. More specifically, the Baseline Schedule shall contain the following:

              1.4.1     Designated Work Activities. Work as represented by the Baseline
              Schedule shall be broken into easily identifiable Work activities including: all
              Contractor installation tasks; suppliers of Materials and their delivery schedule;
              engineering design status; procurement of Materials and its delivery status and
              method of delivery; installation and erection tasks; start-up and testing sequences
              and final commissioning activities. These activities shall be described in
              sufficient detail as to clearly communicate the scope of Work to be performed.
              The anticipated duration and number of activities for the completion of the Project
              shall be mutually agreed by Owner and Contractor. All Milestone Dates shall be
              included in the Level 3 Detailed CPM Schedule as an activity and shall be titled
              “Key Milestones.”

              1.4.2     Baseline Schedule Updates.        The engineering, procurement, and
              construction activities in the Baseline Schedule will be updated monthly.
              Baseline updates will not modify any activities that are in progress or complete in
              the current project. Baseline updates will be used to capture added scope by way
              of change-orders and re-sequencing of work to maintain the agreed upon project
              milestone dates. The updated Baseline Schedule of construction activity will be
              electronically transmitted to Owner monthly for inclusion in the Owner-controlled
              Baseline Schedule for the entire Project and to coordinate the interface between
              Contractor and others working on the Project.

              1.4.3     Manpower Loading. The Baseline Schedule for construction and all
              schedule updates thereto will be manpower loaded. Each Schedule activity or
              task will be assigned a total number of craft-hours (based on direct man-hours
              including foreman and general foreman) as required to perform the Work
              involved. Contractor shall demonstrate to the reasonable satisfaction of the
              Owner that the total number of man-hours loaded in the Schedule are the same as
              and balance to the total direct man-hours estimated by Contractor.

              1.4.4     CPM Diagrams. The CPM Schedule will be submitted by the
              Contractor to the Owner in electronic form (XER File) and shall be structured so
              that the Owner can produce graphical charts at its offices that show the logical
              relationships of all Work activities including time-scaled logic diagrams of the
              Baseline Schedule with all information contained on each sheet without reducing
              its readability. The Project Critical Path shall be clearly shown and identified in
              the Baseline Schedule calculations and also on the time-scaled logic diagrams.
              Contractor shall designate for each Work activity its unique identification
              number, full description, planned duration, remaining duration, percent complete,
              calendar identification (“Activity ID”), and the Owner’s WBS, if provided.

              1.4.5     Monitoring Activity IDs.     Contractor must closely monitor the
              relationships between each Activity ID to assure the Baseline Schedule and all

                                               2
updated schedules properly reflect the planned Work sequences, the physical
relationships and the known constraints. Negative lag relationships will not be
allowed. However, they can be used on a case by case basis with approval by the
Owner and an explanation in the notebook field in primavera on the predecessor
activity. Zeroing out of free float is allowed. Milestones and Schedule Plug
Dates shall be included, and may be tied to the logic; however, the Contractor will
provide the scheduling methodology to the Owner when requested in such cases.

1.4.6     Features Included in Baseline Schedule. The Baseline Schedule must
include the following features and shall, at a minimum, consist of the following:

               1.4.6.1 Activity ID Numbers. Each Activity ID number shall be
               unique to one activity only. Activity ID numbers will correspond
               to the Contractor’s internal system.

               1.4.6.2 Activity Description. Each activity shall be described in
               sufficient detail as to fully describe the Work to be performed.
               Generic terms or description will not be accepted. “Level of
               efforts” and milestones shall be clearly indicated by the activity
               description.

               1.4.6.3 Activity Relationships (logic sequences). All preceding
               and succeeding event Activity ID numbers, associated relationship
               types and lag values will be expressed in each activity. Revisions
               to any logic which affects the Project Critical Path will be
               submitted at the time such revision(s) are included in the
               mathematical analysis. A brief reason for each revision will be
               provided by Contractor upon request of the Owner.

               1.4.6.4 Calendar ID/Planning Units.        Multiple calendars are
               acceptable only if each calendar is clearly identified and included
               with each mathematical analysis. Planning units shall not be
               greater or less than one (1) calendar Day.

               1.4.6.5 Early Dates. Actual start and actual finish dates will
               replace calculated early dates, as progress is reported, and shall be
               clearly marked as an actual start or actual finish dates. Plugged or
               fill dates may be used in lieu of calculated dates and/or logic, and
               such dates may include start-no-earlier-than, start-no-later-than, or
               like constraint dates. If such conventions are used in calculating
               early dates, they shall be clearly indicated. Provisions shall be
               made to allow the “Current Early Dates” to be adjusted based on
               the progress accomplished to date and the current status of the
               Project as calculated by the updating of the schedule and the
               mathematical analysis of the logic sequences.




                                 3
                        1.4.6.6 Late Dates. Actual start and actual finish dates will replace
                        calculated late dates, as progress is reported, and shall be clearly
                        marked as an “actual finish date.” Plugged or fill dates may be
                        used in lieu of calculated dates and/or logic sequences, and such
                        dates may include finish-no-earlier-than, finish-no-later-than, or
                        like constraints dates. If such conventions are used in calculating
                        late dates, they shall be clearly indicated. Provisions shall be made
                        to hold or freeze the “Current Late Start and Finish Dates”, as
                        shown in the reviewed and approved mathematical analysis, as the
                        agreed no-later-than Baseline Schedule.

                        1.4.6.7 Float or Slack. Both the calculated total float and free float
                        shall be clearly identified in terms of their appropriate calendar and
                        planning units.

                        1.4.6.8 Planned Duration. To be shown in terms of appropriate
                        calendar and planning units. Provisions shall be made to store and
                        show all planned durations included in mathematical analysis for
                        the approved Baseline Schedule.

                        1.4.6.9 Remaining Duration. The number of days to complete the
                        remaining Work for a construction activity in progress based on
                        units or commodities left to complete and estimated manpower
                        loading.

                        1.4.6.10      Percentage Complete.      Activity percentage of
                        completion shall be determined by the physical status of the Work
                        involved and shall be consistent with the amount of remaining
                        Work.

                        1.4.6.11        Construction Resource Analysis. The resource
                        analysis shall, at a minimum, include Construction Schedule craft
                        manpower loading and provide the estimated manpower based on
                        the planned man-hours per activity. The comparison of planned
                        vs. actual man-hours for each activity will be analyzed as part of
                        the earned-value analysis. For all of the above resources,
                        Contractor shall graphically show all required elements through
                        “S” curves, histograms, and bar graphs in a format approved by
                        Owner. Planned and Actual elements will always be shown
                        together in the same graphic.

                        1.4.6.12        Electronic Transfer of Data. Contractor will issue
                        fully transferable electronic information data files (XER Files) to
                        Owner.

1.5        Construction Work Breakdown Structure (WBS) and Construction Earned-
Value Reporting.


                                          4
1.5.1     Work Breakdown Structure. Contractor is required to submit a Work
Breakdown Structure (“WBS”) based on Contractor’s final definitive estimate of
the Work as represented by the final estimate by line-item with detailed
descriptions and codes for each building area, category of Work, phase sequence
and/or Material installation as required to perform the Work identified in the
Contract and is subject to Owner’s approval. The Baseline Schedule and the
WBS Reporting coding system shall be compatible and mutually reference the
Activity IDs.

1.5.2     Progress Reporting. Contractor shall update the Detailed CPM Schedule
not less than once weekly (“Weekly Update”). The Weekly Update shall include
all required reports specified herein that are necessary for maintaining the
Detailed CPM Schedule and the Earned Value Reporting. Each Weekly Update
will show the actual and projected start dates for all Work activities, actual and
projected finish dates, all logic revisions and a statement as required regarding the
reason(s) logic within the Detailed CPM Schedule was revised, actual man-hours
expended to date, actual equipment used and actual material installed. Each
Weekly Update must be accompanied by a detailed status report indicating the
overall status of the Work problem areas, recovery plans, unresolved issues,
change orders and their effect on the Work progress, and manpower productivity
and availability. Each Weekly Update must be accompanied by a Material
Received Report and a Materials Report.

1.5.3     Earned-Value Reporting. Contractor shall provide updates of its
progress (“Earned-Value Reports”) in completing the Work in comparison to the
man-hours loading by updating its progress in accordance with the categories
established in the WBS. Formatting of the Earned-Value Reports shall be subject
to Owner’s approval. Contractor’s Earned-Value Reports shall include the
following detail:

               1.5.3.1 Comparison of the final man-hours loading to similar
               planned metrics material quantities and equipment to be installed
               as identified in the WBS line item codes.

               1.5.3.2 Actual man-hours expended by Contractor each Day (and
               by shifts per Day if shifts are implemented) as identified in the
               WBS line-item codes or schedule activity.

               1.5.3.3 Actual percent complete status for each WBS line-item
               code or scheduled activity of Work based on the to-date progress
               of the Work, including but not limited to material, commodities,
               units installed, and equipment installed.

1.5.4    Schedule Performance Index. Contractor shall report on a weekly basis
its schedule progress in an index dividing earned hours by budgeted or scheduled
hours (“SPI”).



                                  5
                      1.5.5    Cost Performance Index. Contractor shall report on a weekly basis its
                      cost progress in an index dividing earned hours by actual hours expended (“CPI”).

        1.6         Project Execution Plan. As a condition precedent to Owner’s obligation to pay
Contractor’s first Application for Payment following the Effective Date, Contractor must submit its
detailed “Project Execution Plan” for performing its Work at the Site.

       1.7          Material Laydown Plan. Contractor shall submit a Material Laydown Plan within
ninety (90) Days after Effective Date of the Contract. The Material Laydown Plan shall identify all
material laydown areas and the shakedown sequence. It shall fully describe any effect on the Crane Plan
and any known coordination issues concerning materials storage related to the Project.

        1.8          Crane Plan. As a condition precedent to Owner’s obligation to pay Contractor’s
first Application for Payment following the Effective Date, Contractor must submit its detailed “Crane
Plan” for performing its Work. The crane plan will include but not limited to the timeline for delivery
and assembly of the cranes.




                                                      6
                        EXHIBIT S-1

                 WARRANTY ASSIGNMENT



ASSIGNMENT OF CERTAIN RIGHTS UNDER THE MASTER WARRANTY
                       AGREEMENT



                           between

              Kansas City Power & Light Company

                             and

               _____________________________




                 Dated as of ___________, 20__




                              1
2
      EXHIBIT U

INTENTIONALLY DELETED




          1
                                          EXHIBIT V

              FORM OF ELECTRICAL COMMISSIONING CERTIFICATE


This Electrical Commissioning Certificate (“Certificate”) is provided in accordance with the
Engineering, Procurement and Construction Agreement by and between Kansas City Power &
Light Company (“KCP&L”) and _____________________________ (“Contractor”) and dated
_______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.4, Contractor hereby certifies that, with respect to the Electrical
Works related to the Solar Units listed below, all of the requirements to achieve Commissioning
and Turnover of Electrical Works as defined in Section 6.4 (with the exception of KCP&L’s
acceptance hereof) have been achieved.

         Solar Units Nos.:_______________________________________________

Attached hereto is a report provided in accordance with Section 6.7.

Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                          Acceptance

In accordance with Section 6.5, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Commissioning and Turnover of Electrical Works
with respect to the Solar Units listed above.

Kansas City Power & Light Company

By:

Name:

Title:


                                                1
                                        EXHIBIT W-1

         FORM OF SOLAR UNIT MECHANICAL COMPLETION CERTIFICATE


This Solar Unit Mechanical Completion Certificate (“Certificate”) is provided in accordance
with the Engineering, Procurement and Construction Agreement by and between Kansas City
Power & Light Company (“KCP&L”) and _____________________________ (“Contractor”)
and dated _______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.2.2.1, Contractor hereby certifies that, with respect to the Solar
Units listed below, all of the requirements to achieve Mechanical Completion as defined in the
Agreement (with the exception of KCP&L’s acceptance hereof) have been achieved.

         Solar Units Nos.:_______________________________________________

Attached hereto is a report provided in accordance with Section 6.2.2.1.


Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                           Acceptance

In accordance with Section 6.2.2.2, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Mechanical Completion with respect to the Solar
Units listed above.

Kansas City Power & Light Company

By:

Name:

Title:


                                                1
                                      EXHIBIT W-2
                                         Part 1

                             Mechanical Completion Checklist


Mechanical Completion Checklist is comprised of the following:




                                             1
                                          EXHIBIT X

               FORM OF SOLAR UNIT COMMISSIONING CERTIFICATE


This Solar Unit Commissioning Certificate (“Certificate”) is provided in accordance with the
Engineering, Procurement and Construction Agreement by and between Kansas City Power &
Light Company (“KCP&L”) and _____________________________ (“Contractor”) and dated
_______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.3, Contractor hereby certifies that, with respect to the Solar Units
listed below, all of the requirements to achieve Commissioning and Turnover of Solar Units as
defined in Section 6.3 (with the exception of KCP&L’s acceptance hereof) have been achieved.

         Solar Units Nos.:_______________________________________________

Attached hereto is a report provided in accordance with Section 6.7.


Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                          Acceptance

In accordance with Section 6.7, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Commissioning and Turnover of Solar Units with
respect to the Solar Units listed above.

Kansas City Power & Light Company

By:

Name:

Title:


                                                1
                                         EXHIBIT Y-1

         FORM OF SOLAR UNIT SUBSTANTIAL COMPLETION CERTIFICATE


This Solar Unit Substantial Completion Certificate (“Certificate”) is provided in accordance with
the Engineering, Procurement and Construction Agreement by and between Kansas City Power
& Light Company (“KCP&L”) and _____________________________ (“Contractor”) and
dated _______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.5, Contractor hereby certifies that, with respect to the Solar Units
listed below, all of the requirements to achieve Solar Unit Substantial Completion as defined in
Section 6.5 (with the exception of KCP&L’s acceptance hereof) have been achieved.

         Solar Units Nos.:_______________________________________________

Attached hereto is a report provided in accordance with Section 6.7.


Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                          Acceptance

In accordance with Section 6.5, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Solar Unit Substantial Completion with respect to
the Solar Units listed above.

Kansas City Power & Light Company

By:

Name:

Title:


                                                1
                                         EXHIBIT Y-2

         FORM OF PROJECT SUBSTANTIAL COMPLETION CERTIFICATE


This Project Substantial Completion Certificate (“Certificate”) is provided in accordance with
the Engineering, Procurement and Construction Agreement by and between Kansas City Power
& Light Company (“KCP&L”) and _____________________________ (“Contractor”) and
dated _______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.5.2, Contractor hereby certifies that all of the requirements to
achieve Project Substantial Completion as defined in Section 6.5.2 (with the exception of
KCP&L’s acceptance hereof) have been achieved.

Attached hereto is a report provided in accordance with Section 6.7.


Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                          Acceptance

In accordance with Section 6.7, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Project Substantial Completion.

Kansas City Power & Light Company

By:

Name:

Title:




                                                1
                                         EXHIBIT Y-3

         FORM OF ELECTRICAL SUBSTANTIAL COMPLETION CERTIFICATE


This Electrical Substantial Completion Certificate (“Certificate”) is provided in accordance with
the Engineering, Procurement and Construction Agreement by and between Kansas City Power
& Light Company (“KCP&L”) and _____________________________ (“Contractor”) and
dated _______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.7, Contractor hereby certifies that all of the requirements to achieve
Electrical Substantial Completion as defined in Section 6.5.1 (with the exception of KCP&L’s
acceptance hereof) have been achieved.

Attached hereto is a report provided in accordance with Section 6.7.


Executed this ____ day of __________________, 20__.

______________________________

By:

Name:

Title:


                                           Acceptance

In accordance with Section 6.7, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Electrical Substantial Completion.

Kansas City Power & Light Company

By:

Name:

Title:




                                                1
                                          EXHIBIT Z

                    FORM OF FINAL COMPLETION CERTIFICATE


This Final Completion Certificate (“Certificate”) is provided in accordance with the Engineering,
Procurement and Construction Agreement by and between Kansas City Power & Light Company
(“KCP&L”)      and     _____________________________              (“Contractor”)    and    dated
_______________, 20__ (“Agreement”).

Capitalized terms used in this Certificate and not otherwise defined herein have the meanings
specified in the Agreement.

In accordance with Section 6.6, Contractor hereby certifies that all of the requirements to achieve
Final Completion as defined in Section 6.6 (with the exception of KCP&L’s acceptance hereof)
have been achieved.

Attached hereto is a report provided in accordance with Section 6.7.


Executed this ____ day of __________________, 20__.

_____________________________

By:

Name:

Title:


                                           Acceptance

In accordance with Section 6.7, KCP&L on this ____ day of ______________, 20__, hereby
indicates its acceptance of the achievement of Final Completion.

Kansas City Power & Light Company

By:

Name:

Title:




                                                1
                                         EXHIBIT EE

                                         INSURANCE

1.     General.

        1.1    Contractor’s Insurance. Contractor, at its own expense, shall procure or cause to
be procured and maintain or cause to be maintained in full force and effect all insurance
coverages specified in Section 2. All insurance coverage shall be in accordance with the terms
of this Exhibit EE using companies, to the extent required by Applicable Law, authorized to do
business in the State of___________.

        1.2    KCP&L’s Insurance. KCP&L, at its own expense, shall procure or cause to be
procured and maintain or cause to be maintained in full force and effect, all insurance coverages
specified in Section 5. All insurance coverages shall be in accordance with this Exhibit EE using
companies, to the extent required by Applicable Law, authorized to do business in the State of
___________

        1.3   Non-Violation. Neither Party shall knowingly violate nor knowingly permit to be
violated any conditions of the policies provided by the other Party under the terms of this
Agreement

        1.4     Subrogation Waivers. All policies shall provide for waiver of subrogation rights
against KCP&L, Contractor and their respective assigns, subsidiaries, Affiliates, directors,
officers and employees and of any right of the insurers to any set-off or counterclaim or any
other deduction, whether by attachment or otherwise, in respect of any liability of any such
Person insured under any such policy. Notwithstanding the foregoing, the construction all-risk
insurance will not waive subrogation rights against manufacturers, suppliers, Subcontractors or
Vendors for loss or damage caused by faulty design or workmanship in manufacturing of
equipment. Subject to the previous sentence, each Party releases, assigns, and waives any and all
rights of recovery against the other Party, and all its Affiliates, subsidiaries, employees,
successors, permitted assigns, that such Party may otherwise have or acquire in or from or in any
way connected with any loss covered by policies of insurance maintained or required to be
maintained by such Party pursuant to this Agreement or because of deductible clauses in or
inadequacy of limits of any such policies of insurance. Subcontractors shall be required to
provide a waiver of subrogation against Contractor to the extent that this coverage is reasonably
available in the market.”

         1.5    Evidence of Insurance. Evidence of insurance required hereunder in the form of
certificates of insurance shall be furnished by each when required to be delivered no later than
the date on which coverage is required to be in effect pursuant to this Exhibit, as applicable.
Such insurance policies shall, at a minimum, provide a severability of interests and a cross-
liability clause applying to liability policies; provided, however, that the insurance carried by
each Party shall be primary and not excess to or contributing with any insurance or self-
insurance maintained by the other Party and contain a provision that the policies may not be
canceled or changed except (i) as provided below, or (ii) if not therein provided, without thirty
(30) Days’ or, in the case of nonpayment of premium, ten (10) Days’ prior written notice given


                                               1
by certified mail to KCP&L and Contractor. Not later than the earlier of the one (1) year
anniversary of the date of delivery of the certificates of insurance hereunder or the expiration
date of the policy, and not later than each one (1) year anniversary or policy renewal date
thereafter, each Party shall deliver copies of the certificate of insurance of the renewal insurance
policies.

        1.6    Insurance Coverages. All amounts of insurance coverage under this Agreement
are required minimums. KCP&L and Contractor shall each be solely responsible for determining
the appropriate amount of insurance, if any, in excess thereof.

        1.7     Failure to Maintain Insurance. If at any time the insurance to be provided by
KCP&L or Contractor hereunder shall be reduced or cease to be maintained, then (without
limiting the rights of the other Party hereunder in respect of any default that arises as a result of
such failure) the other Party may at its option maintain the insurance required hereby, other than
the insurance required to be provided by Subcontractors in accordance with Section 1.8 of this
Exhibit EE, and, in such event (a) KCP&L may withhold the cost of insurance premiums
expended for such replacement insurance from any payments to Contractor, or (b) KCP&L shall
reimburse Contractor for the premium of any such replacement insurance, as applicable.

         1.8     Subcontractor’s Insurance; Scope of Coverage. Contractor shall require such
liability and workers’ compensation/employer’s liability insurance of Subcontractors who
perform services at the Site as shall be reasonable and in accordance with Applicable Standards
in relation to the Work or other items being provided by each such Subcontractor.

        1.9      Additional Insured Endorsement. All liability insurance policies shall name
KCP&L, its parents, Affiliates, sister entities, officers, directors, employees, agents,
representatives, subsidiaries, successors, and assigns, as additional insureds, shall provide broad
form coverage using either (1) ISO CG 2026 (11/85), or (2) both a subsequent version of ISO
CG 2026 and ISO CG 2037, and shall maintain the required coverages, naming KCP&L as an
additional insured, for a period of not less than three years from the date KCP&L and Contractor
execute a Certificate of Project Completion. Contractor shall cause its Subcontractors to name
KCP&L, its parents, Affiliates, sister entities, officers, agents and employees as additional
insureds on all policies (except workers compensation). Compliance shall be evidenced by a
certificate of insurance and a copy of the additional insured endorsement from any Subcontractor
retained by Contractor that shall comply with this Exhibit EE and be made available to KCP&L
upon request.

2.     Contractor Acquired Insurance. Contractor shall maintain or cause to be maintained the
following types of insurance subject to the general provisions included in Section 3.

       2.1     Worker’s Compensation/Employer’s Liability.

              a)     Contractor shall maintain statutory limits for Worker’s Compensation to
       the extent required by Applicable Law, during the entire time that any persons are
       employed by them on the Site in connection with the Project.




                                                 2
               b)     Contractor shall maintain Employer’s Liability in the amount of One
       Million Dollars ($1,000,000) each occurrence, One Million Dollars ($1,000,000) disease
       policy limit and One Million Dollars ($1,000,000) disease each employee.

                2.2     Automobile Liability Insurance. Automobile Liability insurance in
respect of all vehicles used on public highways or in any circumstances such as to be liable for
compulsory motor insurance in accordance with Applicable Law of ________.The limit of
liability shall not be less than One Million Dollars ($1,000,000) combined single limit for all
owned, non-owned and hired vehicles.

              2.3     Commercial General Liability.

                       a)     Commercial general liability insurance for the Contractor's legal
       liability arising out of the engineering, procurement and construction activities of the
       Contractor, Subcontractors and lower-tier Subcontractors with bodily injury (including
       death) and property damage limits of One Million Dollars ($1,000,000) per occurrence
       and Two Million Dollars ($2,000,000) annual aggregate, provided the annual aggregate
       will apply separately to claims occurring with respect to this Project.

                      b)     Such insurance shall include, but not be limited to, Contractual
       liability encompassing the indemnity provisions of this Agreement (subject to the policy
       terms and conditions) personal injury, independent contractors, explosion, collapse and
       underground property. Coverage is required to be written on an occurrence form.

                2.4    Excess Liability. Umbrella or Excess Liability insurance with a limit of
Twenty Million Dollars ($20,000,000) per occurrence and in the annual aggregate in excess of
the limits of insurance provided in Sections 2.1(b), 2.2 and 2.3.

               2.5      Professional Liability Insurance.    The Contractor shall provide
Professional Liability insurance with contractual liability coverage included covering the
engineering and design liability arising from errors and omissions made directly or indirectly
during the execution of this Agreement and shall provide coverage not less than Ten Million
Dollars ($10,000,000) per wrongful act and Ten Million Dollars ($10,000,000) total limit.
Limits can be provided through a combination of primary and excess coverage. Such policy(ies)
shall be maintained for not less than three (3) years after the date of final acceptance and
completion of the work performed under this Agreement. Evidence of such insurance shall be in
the form of a certificate of insurance.

       2.6     Property Related Insurance. Builders All Risk (BAR) covering loss or damage to
the Project during the construction, testing and Commissioning periods.

               a)      The policy will include the interest of all parties concerned and is to be on
       an “all risk” basis subject to normal and customary policy terms and conditions not less
       than the full replacement cost for the values at risk at such time and subject to the sub-
       limits as described below, including rigging, earthquake, and flood losses. Coverage
       shall also include testing, and be carried through the Project Substantial Completion Date.
       Coverage under the BAR policy shall include transit coverage, for any shipment of
       equipment that becomes part of the Work regardless of shipment point of origin or

                                                3
       conveyance, and such equipment or property will be insured for any temporary storage
       location that is off-site.

              Sub-limits are permissible as follows:

                     (i)     As respect debris removal, inland transit, expediting expenses,
              express freight, air freight and overtime, Contractor shall maintain limits of not
              more than Two Million Dollars ($2,000,000).

                     (ii)    offsite storage of not more than Two Million Dollars ($2,000,000).

              b)      The Contractor is responsible for delivering the Work according to
       performance and acceptance criteria established in this Agreement. Any casualty
       occurrence impacting the Work prior to Final Acceptance is at the sole risk of loss to the
       Contractor, regardless to what extent such loss is insured, or whether any applicable
       insurance is collectible or not. Accordingly, Contractor may select deductibles for the
       Builders Risk policy that are usual and customary for projects of this size and duration,
       which are reasonable for the Contractor given its' financial capacity.

              c)     Contractor shall have obtained such BAR coverage on or prior to the date
       on which the exposure to the risk covered by the BAR coverage arises.

              d)      Notice of cancellation shall be no less than thirty (30) Days with the
       exception of ten (10) Days for non-payment of premium.

       2.7    Other Insurance.

               a)      Contractor shall provide, consistent with Contractor’s risk management
       practices, insurance coverage for Contractor’s equipment being used at the Site and not
       becoming permanent works of the Site.

              b)     All Other Insurance Required by Applicable Law.

3.     KCP&L Acquired Insurance. KCP&L shall maintain or cause to be maintained the
following types of insurance subject to the general provisions included in Section 3.

       3.1    Worker’s Compensation/Employer’s Liability.

               a)     KCP&L shall maintain statutory limits for Worker’s Compensation to the
       extent required by Applicable Law.

               b)     KCP&L shall maintain Employer’s Liability Project in the amount of One
       Million Dollars ($1,000,000) each occurrence, One Million Dollars ($1,000,000) disease
       policy limit and One Million Dollars ($1,000,000) disease each employee.

        3.2   Automobile Liability Insurance. Automobile Liability insurance in respect of all
mechanically propelled vehicles used on public highways or in any circumstances such as to be
liable for compulsory motor insurance in accordance with Applicable Law of________. The


                                               4
limit of liability shall not be less than One Million Dollars ($1,000,000) combined single limit
for all owned, non-owned and hired vehicles.

        3.3      Commercial General Liability. Commercial general liability insurance for the
KCP&L’s legal liability arising out of the activities of the KCP&L and/or any other contractors
working for the Developer with bodily injury (including death) and property damage limits of
One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual
aggregate, provided the annual aggregate will apply separately to claims occurring with respect
to this Project.

        3.4    Excess Liability. Umbrella or Excess Liability insurance with a limit of Twenty
Million Dollars ($20,000,000) per occurrence and in the annual aggregate in excess of the limits
of insurance provided in Sections 3.1(b), 3.2 and 3.3.

4.     General Insurance Provisions.

    4.1    All insurance may be carried through the worldwide insurance programs of
KCP&L or Contractor or their respective Affiliates.

        4.2     All insurance required under Sections 2.2, 2.3 and 2.4 shall be maintained and
endorsed to include the KCP&L and the Contractor as additional insured if not already listed on
the policy as named insured. The BAR shall include a separation of insureds or similar clause.
Third party liability policies shall provide for a cross liability clause and a severability of
insureds clause. Vendors, suppliers, material dealers and others who merely transport, pick up,
deliver or carry materials, personnel, parts or equipment, or any other items or persons to or from
the Site shall not be considered “subcontractors” for purposes of insurance coverage and this
paragraph. Waiver of Subrogation will be provided on all policies listed in Sections 2 and 3
above with the exception of the BAR policy for faulty design and workmanship in manufacturing
of equipment.

         4.3     In the event any insurance described herein (including the limits or deductibles
thereof), other than insurance required by Applicable Law, shall not be available on
commercially reasonable terms in the commercial insurance market for facilities having a similar
risk profile, the Parties shall consent to waive the requirement to maintain such insurance to the
extent the maintenance thereof is not so available on such terms, but the Parties shall continue to
remain obligated to maintain any such insurance up to the level, if any, at which such insurance
can be maintained on commercially reasonable terms in the commercial insurance market for
facilities with a similar risk profile.

        4.4   All insurance required to be maintained in accordance with this Exhibit EE shall
be placed with financially sound and reputable insurers at the time of inception of such coverage
with an AM Best Rating of A-VIII or higher and with coverage forms reasonably acceptable to
the Parties.




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CH2\9369442.3

								
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