This
SolarLease (this "Lease") is the agreement between you and SolarCity
Corporation (together with its successors and assigns, "SolarCity" or "we"),
covering the lease to you of the solar panel system (the "System") described
below. SolarCity agrees to lease to you, and you agree to lease from
SolarCity, the System on the terms and conditions described in this Lease. The
System will be installed by SolarCity at the address you listed above. This
Lease will refer to this address as the "Property" or your "Home." This Lease
is nine (9) pages long and has two (2) Exhibits. This is a legally binding
agreement, so please read everything carefully. This Lease has disclosures
required by the Federal Consumer Leasing Act and, where applicable, state law,
as part of this Lease. If you have any questions regarding this Lease, please
ask your SolarCity sales representative. This Lease is effective beginning on
the day you sign it. SolarCity has provided you with a Performance Guaranty
and Limited Warranty (the "Limited Warranty"). SolarCity has also provided you
with a System guide entitled "Solar Operation and Maintenance Guide" (the
"Guide"), which contains important operation, maintenance, service and warranty
information. Please read the Limited Warranty and the Guide carefully.
2.Lease
Term.
SolarCity agrees to lease you the System for years full calendar months), plus, if the Interconnection Date is not on the
first day of a calendar month, the number of days left in that partial calendar
month, including the Installation Date. We refer to this period of time as the
"Lease Term." The Lease Term begins on the Interconnection Date. The
Interconnection Date is the date that the System is fully up and running and
generating energy.
3.Description of the Solar
Panel System You Are Leasing.
Table.Lease.LeaseProperty,border=1
4.Lease Payments; Amounts.
A.Amount
Due at Lease
Signing or Delivery:
First Monthly Payment
$
Tax on First Monthly Payment
$
Delivery/Installation Fee
$ __0__
Total $
B.Monthly Payments (taxes not included):
Each
Monthly Payment is due on the first day of a calendar month.
The
total amount of Monthly Payments for the Lease Term will be $.
C.Other Charges: (not part of the Monthly
Payments)
None.
D.Total of Payments:
(The amount you will have paid by the end of this
Lease)
$
(total of Monthly Payments, and any other
amounts specified in this Section 4; does not include any additional
installation cost or taxes)
E. Purchase Option At End of Lease Term:
You do not have an option to purchase the System at
the end of the Lease Term.
F.Other
Important Terms: See Section 2
above for additional information on the Lease Term and also see below for
additional information on termination, purchase options, renewal options,
maintenance responsibilities, warranties, late and default charges, required
insurance and prohibition on assignment without SolarCity's consent.
5.Lease Obligations.
(a)You agree to:
(i)make the payments required by this
Lease;
(ii)notify us within 24 hours
if you discover that the System is not working correctly;
(iii)notify us immediately upon
the discovery of an emergency condition relating to the System, damage to the
System or theft of the System;
(iv)only have the System repaired
pursuant to the Limited Warranty and reasonably cooperate with the person
performing the repairs when repairs are being made;
(v)keep trees, bushes and hedges
trimmed so that the System receives as much sunlight as it did when SolarCity
installed it;
(vi)not modify your Home in a way that
shades the System;
(vii)permit SolarCity, after we give
you reasonable notice, to inspect the System for proper operation as we
reasonably determine necessary;
(viii)not move the System, or permit
anyone else to move the System, except as permitted by the Limited Warranty;
(ix)not do anything, permit or allow
to exist any condition or circumstance which would cause the system not to operate
as intended at the Property;
(x)not use the System to heat a
swimming pool;
(xi)use the System primarily
for personal, family or household purposes;
(xii)not remove any markings or
identification tags on the System;
(xiii)keep the panels clean, pursuant
to the Limited Warranty and the Guide;
(xiv)reasonably cooperate with
SolarCity so that it may claim any tax credits, rebates or benefits from the
System; this may include filing applications for rebates from the federal,
state or local, government or a local utility and giving these tax credits,
rebates or benefits to SolarCity. You agree that you will not claim, or take
any action, or fail to take any action, including claiming any tax credits
respecting the System on any tax return, that may jeopardize SolarCity's ability
to receive, such tax credits, rebates or other benefits; and
(xv)be responsible for any non-code
conditions at your Home that affect the installation and to allow SolarCity
adequate time and access to complete the installation.
(b)Return Fees; Late Charges; Checks. In addition to the other amounts you agree
to pay in this Lease, you agree to pay the following:
(i)Returned Check Fee: $25 for any
check or withdrawal right that is returned or refused by your bank.
(ii)Late payments accrue interest at
twelve percent (12%) annually or the maximum allowable by applicable law.
(c)Insurance. The System needs to be insured at all times.
You will need All Risk coverage against damage to or
loss of the System in the amount of .
You agree to obtain and pay for the required insurance
with a nationally recognized insurer of your choice. The required insurance
may be provided through existing policies that you own or control (like your
homeowner's policy). You also agree to name SolarCity and anyone else
designated by SolarCity as a loss payee (someone who can recover directly from
your insurance company in the event of a loss related to the System). The
insurance policy must provide for at least thirty (30) days' advance notice to
us of any cancellation or other material change in coverage. At our request,
you will promptly provide us with written proof of insurance. You will
promptly contact us in writing if any of the insurance provider information
changes. You authorize us to endorse your name on any check or other
instrument we receive for insurance proceeds. This will enable us to deposit a
check we receive from your insurance company.
NO
INSURANCE COVERAGE IS INCLUDED IN THIS LEASE OR PROVIDED BY SOLARCITY.
(d)Estimated Taxes:You agree to pay any applicable sales or use taxes on the Monthly Payments
due under this Lease. You also agree to pay as invoiced any applicable
personal property taxes on the System that your local jurisdiction may levy.
The total estimated amount you will pay for taxes over the Lease Term is $.
(e)No Alterations. You agree that you will not make any modifications,
attachments, improvements, revisions or additions to the System or take any
other action that could void the Limited Warranty on the System without
SolarCity's prior written consent. If you make any modifications, attachments,
improvements, revisions or additions, they will become part of the System and
shall be SolarCity's property.
(f)Home Renovations. If you want to make any repairs or improvements to
the Property that could interfere with the System (such as repairing the roof
where the System is located), you may only remove and replace the System
pursuant to the Limited Warranty.
(g)Access to the Solar Panel System; Easement.
(i)You grant to SolarCity and its
agents, employees and contractors the right to reasonably access all of the
Property for the purposes of (a) installing, constructing, operating, owning,
repairing, accessing, removing and replacing the System or making any additions
to the System or installing complementary technologies on or about the location
of the System; (b) enforcing SolarCity's rights as to this Lease and the
System; (c) installing, using and maintaining electric lines and inverters and
meters, necessary to interconnect the System to your electric system at the
Property and/or to the utility's electric distribution system; or (d) as
reasonably necessary in connection with the construction, installation,
operation, maintenance, removal or repair of the System. This access right
shall continue for up to ninety (90) days after this Lease expires to provide
SolarCity with time to remove the System at the end of the Lease. SolarCity
shall provide you with reasonable notice of its need to access the Property
whenever commercially reasonable.
(ii)During the time that SolarCity has
access rights you shall ensure that its access rights are preserved and shall
not interfere with or permit any third party to interfere with such rights or
access. If SolarCity requests, you will sign an easement that sets out in
writing (i) SolarCity's right to access the Property; and/or (ii) that the
System is not a fixture. SolarCity may record this easement in the appropriate
manner in the public records. You also grant SolarCity the right to file any
UCC-1 financing statement or fixture filing that confirms its interest in the
System.
(h)Indemnity.
To the fullest extent permitted by law, you shall indemnify, defend, protect,
save and hold harmless SolarCity, its employees, officers, directors, agents,
successors and assigns from any and all third party claims, actions, costs,
expenses (including reasonable attorneys' fees and expenses), damages,
liabilities, penalties, losses, obligations, injuries, demands and liens of any
kind or nature arising out of, connected with, relating to or resulting from
your negligence or willful misconduct; provided, that nothing herein shall
require you to indemnify SolarCity for its own negligence or willful
misconduct. The provisions of this paragraph shall survive termination or
expiration of this Lease.
(i)Monthly Payments. The Monthly Payments section (Section 4(B))
describes your monthly payment obligations under this Lease. YOU AGREE THAT
THIS IS A NET LEASE AND THE OBLIGATION TO PAY ALL MONTHLY PAYMENTS AND ALL
OTHER AMOUNTS DUE UNDER THIS LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER
ALL CIRCUMSTANCES AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, DEFENSE,
COUNTERCLAIM, SETOFF, RECOUPMENT OR REDUCTION FOR ANY REASON WHATSOEVER, IT
BEING THE EXPRESS INTENT OF THE PARTIES THAT ALL AMOUNTS PAYABLE BY YOU
HEREUNDER SHALL BE AND CONTINUE TO BE PAYABLE IN ALL EVENTS INCLUDING BY YOUR
HEIRS AND ESTATE AND, EXCEPT AS SET FORTH BELOW, YOU HEREBY WAIVE ALL RIGHTS
YOU MAY HAVE TO REJECT OR CANCEL THIS LEASE, TO REVOKE ACCEPTANCE OF THE
SYSTEM, OR TO GRANT A SECURITY INTEREST IN THE SYSTEM.
(j)Lease Obligations Separate from
Limited Warranty. You acknowledge
that SolarCity's obligations under this Lease are separate and independent from
its obligations under the Limited Warranty, that no breach of the provisions of
the Limited Warranty will be a default by SolarCity under this Lease, and that
a breach by SolarCity of its obligations under the Limited Warranty will not
give rise to any rights or recourse against SolarCity or any right to offset
amounts due under this Lease. You also acknowledge that this Lease may be
assigned separately from the Limited Warranty.
6.Conditions Prior to
Installation of the System.
SolarCity's
obligation to install and lease the System are conditioned on the following
items having been completed to its reasonable satisfaction:
(a)completion of a physical
inspection of the Property, including if applicable geotechnical work, and real
estate due diligence to confirm the suitability of the Property for the
construction, installation and operation of the System;
(b)approval of this Lease by its financing partner(s);
(c)confirmation that it will obtain
all applicable benefits referred to in Section 9; and
(d)receipt of all necessary zoning, land use and building
permits.
(e)SolarCity may terminate this Lease
without liability if, in its reasonable judgment, any of the above listed
conditions will not be satisfied for reasons beyond its reasonable control.
7.Warranty.
The Limited Warranty is separate from this Lease. No rights provided
to you by the Limited Warranty may be asserted under this Lease. No warranty
is made in this Lease. Therefore, any warranty claim must be made
independently of this Lease and will not affect your obligations under this
Lease.
YOU UNDERSTAND THAT THE SYSTEM IS WARRANTED UNDER THE LIMITED WARRANTY,
AND THAT THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE MERCHANTABILITY, FITNESS FOR ANY PURPOSE, CONDITION, DESIGN,
CAPACITY, SUITABILITY OR PERFORMANCE OF THE SYSTEM OR ITS INSTALLATION, AND YOU
LEASE THE SYSTEM "AS IS."
8.Transfer.
SolarCity may assign, sell or transfer the System and this Lease.
Assignment, sale or transfer generally means that SolarCity would transfer
certain of its rights and certain of its obligations under this Lease to
another party. Upon such transfer, SolarCity Corporation shall retain, and the
other party will have no obligation for, SolarCity Corporation's installation
obligations under Section 1 and its obligations under the Limited Warranty or
the Guide.
9.Ownership of the System;
Tax Credits and Rebates.
You understand and agree that this is a lease and not a sale
agreement. SolarCity owns the System for all purposes, including any data
generated from the system. You shall at all times keep the System free and
clear of all liens, claims, levies and legal processes not created by
SolarCity, and shall at your expense protect and defend SolarCity against the
same.
YOU UNDERSTAND AND AGREE THAT ANY AND ALL TAX CREDITS, INCENTIVES,
RENEWABLE ENERGY CREDITS, GREEN TAGS, CARBON OFFSET CREDITS, UTILITY REBATES OR
ANY OTHER NON-POWER ATTRIBUTES OF THE SYSTEM ARE THE PROPERTY OF AND FOR THE
BENEFIT OF SOLARCITY, USABLE AT ITS SOLE DISCRETION. SOLARCITY SHALL HAVE THE
EXCLUSIVE RIGHT TO ENJOY AND USE ALL SUCH BENEFITS, WHETHER SUCH BENEFITS EXIST
NOW OR IN THE FUTURE.
10.Options to Purchase the
Solar Panel System Prior to the End of the Lease Term.
You may not purchase the System prior to the end of the Lease Term.
11.Option to Renew Your
Lease.
You have the option to renew your Lease Term for up to fifteen (15)
years in three (3) five (5) year renewal periods. We will send you renewal
forms three (3) months prior to the expiration of the Lease Term, which forms
shall set forth the new Monthly Payments due under the renewal Lease, based on
our assessment of the then current fair market value of the System. If you
want to renew and you are in compliance with this Lease, complete the renewal
forms and return them to us at least one (1) month prior to the end of the
Lease. In the event that you do not agree to the new Monthly Payments or do
not submit a renewal form, the Lease shall expire by its terms on the
termination date.
12.Selling Your Home.
(a)If you sell your home you can:
(i)Transfer this Lease and the
Monthly Payments. If the person
buying your Home meets SolarCity's credit requirements, then the person buying your Home can sign a transfer agreement
assuming all of your rights and obligations under this Lease.
(ii)Prepay this Lease and Transfer
only the Use of the System. If the
person buying your home does not meet SolarCity's credit requirements, but
still wants the System, then you can (i) prepay the payments remaining on the
Lease (See section 16(f)(i) and (ii)), (ii) add the cost of the Lease to
the price of your home; and (iii) have the person buying your Home sign a
transfer agreement to assume your rights and non-Monthly Payment obligations
under this Lease. The System stays at your Home, the new owner of your Home
does not make any Monthly Payments and has only to comply with the non-Monthly
Payment portions of this Lease.
(iii)Prepay this Lease and Remove
the System after Six Years. If your
System has been installed for at least six (6) years (72 months) and the person
buying your home does not want the System, you may prepay the payments
remaining on the Lease (See section 16(f)(i) and (ii)). Your right to
have the System removed at no cost to you in such case is covered by the
Limited Warranty.
(iv)Move the System to your new
Home. If you are moving to a new
home in the same utility district, the System can be moved to your new home
only pursuant to the Limited Warranty. You will need to pay all costs
associated with relocating the System, execute and deliver to SolarCity an
easement for the replacement premises (substantially in the form of Exhibit 3)
and provide any third party consents or releases required by SolarCity in
connection with the substitute premises.
(b)You agree to give SolarCity at leastone (1)
month's but not more than three (3) months'prior written notice
if you want someone to assume your Lease obligations. In connection with this
assumption, you, your approved buyer and SolarCity shall execute a written
transfer of this Lease. SolarCity may charge you a transfer review fee of two
hundred fifty dollars ($250). Unless we have released you from your
obligations in writing, you are still responsible for performing under this
Lease. If your buyer defaults on this Lease and we have not yet signed the
transfer agreement, you will be responsible for its default. We will release
you from your obligations under this Lease in writing once we have a signed
transfer agreement with the person buying your Home (provided such person has
been approved as a transferee by SolarCity in writing).
(c)If you sell your home and can't
comply with any of the options in subsection (a) above, you will be in default
under this Lease. Section 12(a) includes a home sale by your estate or heirs.
(d)EXCEPT AS SET FORTH IN THIS SECTION, YOU WILL NOT
SUBLEASE, ASSIGN, SELL, PLEDGE OR IN ANY OTHER WAY TRANSFER YOUR INTEREST IN
THE SYSTEM OR THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE
UNREASONABLY WITHHELD.
13.Loss or Damage.
(a)You agree to bear all of the risk
of loss, damage, theft, destruction or similar occurrence of any or all of the
System during the time the System is (i) installed on the Property, (ii) while
the System is being installed on the Property, or (iii) after a default under
this Lease, while the System is being removed from the Property. Except as
expressly provided in this Lease, no loss, damage, theft or destruction will
excuse you from your obligations under this Lease, including Monthly Payments.
The insurance you provide on the System will protect you from the financial
burden of loss or damage to the System; this is why we require the System to be
insured.
(b)If there is loss, damage, theft, destruction or a
similar occurrence affecting the System, and you are not in default of this
Lease, you shall within thirty (30) days after such occurrence
(a) continue to timely make all Monthly Payments and pay all other amounts
due under the Lease and, within a commercially reasonable time at your sole
cost and expense, have the System repaired pursuant to the Limited Warranty; or
(b) if the System cannot be repaired (with insurance proceeds plus any
additional monies required) pay SolarCity all amounts described in Section 16(f).
(c)SolarCity shall have the right,
but not the obligation, to repair or remedy any defective or dangerous
condition with respect to the System and bill you for the reasonable cost and
expense of such repairs. Some or all of these obligations may be covered by
the Limited Warranty.
14.Limitation of Liability.
(a)No Consequential Damages. SOLARCITY'S LIABILITY TO LESSEE UNDER THIS LEASE
SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY. LESSEE AGREES THAT IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES.
(b)Actual Damages. Except for claims under section 5(h), neither
party's liability to the other will exceed an amount equal to the maximum
amount that could be payable by you under Section 16(f). Damages to your home
or property during the installation of the System or resulting from the System
are covered in the Performance Guaranty and Limited Warranty Agreement provided
by SolarCity.
15.Default.
You will be in default
under this Lease if any one of the following occurs:
(a)you fail to make any payment when
it is due and such failure continues for a period of ten (10) days;
(b)you fail to perform any material obligation that you
have undertaken in this Lease (which includes doing something you have agreed
not to do, like alter the System) and such failure continues for a period of
fifteen (15) days after written notice;
(c)you or your guarantor have
provided any false or misleading financial or other information to obtain this
Lease;
(d)you assign, transfer, encumber, sublet or sell this
Lease or any part of the System without SolarCity's prior written consent;
(e)you fail to provide the required
insurance on the System or fail to provide proof of such coverage after we
request it; or
(f)you or any guarantor makes an
assignment for the benefit of creditors, admits in writing its insolvency,
files or there is filed against you or it a voluntary petition in bankruptcy,
is adjudicated bankrupt or insolvent or undertakes or experiences any
substantially similar activity.
16.Remedies in Case of
Default.
If this Lease is in default, we may take any one or more of the
following actions. If the law requires us to do so, we will give you notice
and wait any period of time required before taking any of these actions. We
may:
(a)terminate this Lease and your
rights to possess and use the System;
(b)take any reasonable action to correct your default or
to prevent our loss (including, for example, purchasing insurance that you
agreed to provide); any amount we pay will be added to the amount you
owe us and will be immediately due;
(c)require you, at your expense, to
return the System or make it available to us in a reasonable manner;
(d)proceed, by appropriate court action, to enforce
performance of this Lease and to recover damages for your breach;
(e)take back the System by legal
process or self-help, but we may not breach the peace or violate the law;
(f)recover from you (i) all accrued
but unpaid monthly payments, taxes, late charges, penalties, interest and all
or any other sums then accrued or due and owing, plus (ii) the unpaid balance
of the aggregate rent, each payment discounted to present value at 5% per
annum, plus (iii) reasonable compensation, on a net after tax basis assuming a
tax rate of 35%, for the loss or recapture of (A) the investment tax credit
equal to thirty percent (30%) of the System cost, including installation; and
(B) accelerated depreciation over five (5) years equal to eighty five percent
(85%) of the System cost, including installation, and for the loss of any
anticipated benefits pursuant to Section 9 of the Lease (SolarCity shall
furnish Lessee with a detailed calculation of such compensation if a claim is
made therefore); or
(g)use any other remedy available to us in this Lease or
by law.
You agree to repay us for any reasonable amounts we pay to correct or
cover your default. You also agree to reimburse us for any costs and expenses
we incur relating to the System's return resulting from early termination. By
choosing any one or more of these remedies, SolarCity does not give up its
right to use another remedy. By deciding not to use any remedy should this
Lease be in default, SolarCity does not give up our right to use that remedy in
case of a subsequent default.
17.Returning the System at
the End or upon Termination of This Lease; Early Termination.
(a)Returning the Solar Panel
System at the End or Termination of This Lease. If you don't renew this Lease, then there are three
(3) possibilities with respect to returning or keeping the System at the end or
termination of this Lease:
(i)If at the end or termination of
this Lease Term you have not defaulted on this Lease, then within ninety (90)
days:
(A)SolarCity may at its choosing,
remove the System from your home at no cost to you; or
(B)if SolarCity does not tell you
that it wants to remove the System and you want to have the System removed from
your Home at no cost to you, you must make a claim under the Limited Warranty
which governs your rights in this respect.
(ii)If at the end or termination of
this Lease you are in default, and SolarCity chooses to remove the System from
your Home then you agree to pay SolarCity the reasonable expense of removing
the System from your Home.
(iii)If at the end or termination of
this Lease SolarCity chooses not to remove the System and you do not require
removal within 90 days pursuant to the Limited Warranty, then you will be
considered to be the new owner of the System and it will automatically be
conveyed to you AS IS, WHERE IS.
(b)Early Termination after
6 years. If your System has been
installed for less than six (6) years (72 months), you are not entitled to
terminate the Lease. If your System has been installed for at least six (6)
years (72 months) and you want to terminate the Lease, SolarCity will remove
the System from your Home upon your payment of (x) an amount equal to the cost of
de-installation and transportation, (y) the cost to repair any damage to the
System for which you are responsible under this Lease, and (z) the amounts
remaining on the Lease (See section 16(f)(i) and (ii)).
(c)You will also have the
right to terminate this Lease, without penalty or fee, if we determine after a
site audit that we have misestimated the kilowatt size of the System your Home
will require by more than ten percent (10%). Such termination right will
expire at the earlier of (i) the date we commence installation of the System
and (ii) one (1) month after we inform you in writing of the revised size
estimate.
The laws of the state where your Home is located shall govern this
Lease without giving effect to conflict of laws principles. We agree that any dispute, claim or disagreement between
us shall be resolved by arbitration. Judgment on an arbitrator's award may be
entered in any court having jurisdiction. All statutes of limitations that are
applicable to any dispute shall apply to any arbitration between us.
Each arbitration, including the selecting of the
arbitrator, will be administered by JAMS/Endispute, LLC under its Commercial
Arbitration Rules and, in addition, the Due Process Protocol for Mediation and
Arbitration of Consumer Disputes most recently in effect. Arbitration will be
governed by the Federal Arbitration Act (Title 9 of the U.S.Code). Either
party can initiate an arbitration proceeding by filing the necessary forms with
JAMS. To learn more about arbitration, you can call any JAMS office or review
the materials at www.jamsadr.com. If a JAMS office does not exist in the
county where you are located, another arbitrator will be agreed upon or if no
other arbitrator can be agreed upon, then we will use the JAMS office closest
to your Home.
You and we shall each bear our own costs and expenses,
including attorneys' fees, with respect to any arbitration. However, if under
the circumstances relating to the dispute it is determined by the arbitrator that
it would be unconscionable or otherwise inappropriate for you to pay the JAMS
filing and all other fees associated with the arbitration, we will pay those
fees for you.
Only disputes involving you and us may be addressed in
the arbitration. You agree that you cannot not pursue any dispute as a "class
action" unless the amount in dispute between us is less than three thousand
dollars ($3,000), not including any claim you might bring for attorneys fees or
punitive or exemplary damages. This means that the arbitration may not address
disputes involving other persons which may be similar to the disputes between
you and us.
The arbitrator shall have the authority to award any
legal or equitable remedy or relief that a courtcould order or
grant. The arbitrator, however, is not authorized to change or alter the terms
of this Lease or to make any award that would extend to any transaction other
than your own. The prevailing party in any arbitration or court action will be entitled to recover as part of
the award its costs and reasonable attorneys' fees and expenses.
Because we have agreed to arbitrate all disputes, neither
of use will HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY
TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE
JAMS RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A
REPRESENTATIVE OR MEMBER OF ANY CLASS PERTAINING TO ANY DISPUTE UNLESS THE
AMOUNT IN DISPUTE IS LESS THAN THREE THOUSAND DOLLARS ($3,000)NOT
INCLUDING ANY CLAIM YOU MIGHT BRING FOR ATTORNEYS' FEES OR PUNITIVE OR
EXEMPLARY DAMAGES. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING, EXCEPT
TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW
GOVERNING ARBITRATION AWARDS. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT MAYALSO NOT BE
AVAILABLE IN ARBITRATION.
If any portion of this section of this Lease is determined to be
unenforceable, the remaining provisions shall be enforced in accordance with
their terms or shall be interpreted or re-written so as to make them
enforceable.
19.Waiver.
Any delay or failure of a
party to enforce any of the provisions of this Lease, including but not limited
to any remedies listed in this Lease, or to require performance by the other
party of any of the provisions of this Lease, shall not be construed to
(i) be a waiver of such provisions or a party's right to enforce that
provision; or (ii) affect the validity of this Lease.
20.Notices.
All notices under this Lease shall be in writing and shall be by
personal delivery, facsimile transmission, electronic mail, overnight courier,
or certified, or registered mail, return receipt requested, and deemed received
upon personal delivery, acknowledgment of receipt of electronic transmission,
the promised delivery date after deposit with overnight courier, or five (5)
days after deposit in the mail. Notices shall be sent to the person identified
in this Lease at the addresses set forth in this Lease or such other address as
either party may specify in writing. Each party shall deem a document faxed to
it as an original document.
21.Entire Agreement;
Changes.
This Lease
contains the parties' entire agreement regarding the lease of the System.
There are no other agreements regarding this Lease, either written or oral.
Any change to this Lease must be in writing and signed by both parties. If any
portion of this Lease is determined to be unenforceable, the remaining
provisions shall be enforced in accordance with their terms or shall be
interpreted or re-written so as to make them enforceable. Provisions that
should reasonably be considered to survive termination of this Lease shall
survive, including, without limitation, Sections 5(c), 5(d), 5(e), 5(f), 5(g),
5(h), 14, 16 and 18.
22.NOTICE OF RIGHT TO
CANCEL IN CALIFORNIA.
IF THE SYSTEM IS INSTALLED IN CALIFORNIA YOU MAY CANCEL THIS LEASE AT
ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE YOU SIGN
THIS LEASE. SEE THE ATTACHED NOTICE OF CANCELLATION FORM ATTACHED AS EXHIBIT
1 FOR AN EXPLANATION OF THIS RIGHT.
23.Additional Right to
Cancel.
In addition to your right to cancel this Lease under Section 22, you
may cancel this Lease at any time prior to 5 p.m. of the 30th calendar day
after the date you sign this Lease. If that day is a holiday, you will have
until the next day that is not a holiday to cancel this Lease. The notice of
cancellation must be given pursuant to Section 20 to SolarCity at its address
in this Lease, but must be actually received by SolarCity.
I have read this Lease and the Exhibits in their entirety
and I acknowledge that I have received a complete copy of this Lease.
You may cancel this transaction, without
any penalty or obligation, within three business days from the above date. If
you cancel, any property traded in, any payments made by you under the contract
or sale and any negotiable instrument executed by you will be returned within
10 days following receipt by the seller (SolarCity Corporation) of your
cancellation notice, and any security interest arising out of the transaction
will be canceled. If you cancel, you must make available to the seller
(SolarCity Corporation) at your residence, in substantially as good condition
as when received, any goods delivered to you under this contract or sale, or
you may, if you wish, comply with the instructions of the seller (SolarCity
Corporation) regarding the return shipment of the goods at the seller's
(SolarCity Corporation's) expense and risk. If you do make the goods available
to the seller (SolarCity Corporation) and the seller (SolarCity Corporation)
does not pick them up within 20 days of the date of your notice of
cancellation, you may retain or dispose of the goods without any further
obligation. If you fail to make the goods available to the seller (SolarCity
Corporation), or if you agree to return the goods to the seller (SolarCity
Corporation) and fail to do so, then you remain liable for performance of all
obligations under the contract.
To cancel this
transaction, mail or deliver a signed and dated copy of this cancellation
notice, or any other written notice, or send a telegram to SolarCity
Corporation, 393 Vintage Park Drive, Foster City, CA 94404 not later than
midnight of ______________________ [Date].
I, ______________________ [Name], hereby
cancel this transaction on _________________________ [Date].
Lessee's Signature:
__________________________________________
Lessee's Signature:
__________________________________________
Exhibit 1 (SolarCity Copy)
NOTICE OF CANCELLATION
STATUTORILY-REQUIRED LANGUAGE
(CC § 1689.7(c))
"Notice of Cancellation"
Date of Transaction:
__________________
You may cancel this transaction, without
any penalty or obligation, within three business days from the above date. If
you cancel, any property traded in, any payments made by you under the contract
or sale and any negotiable instrument executed by you will be returned within
10 days following receipt by the seller (SolarCity Corporation) of your
cancellation notice, and any security interest arising out of the transaction
will be canceled. If you cancel, you must make available to the seller
(SolarCity Corporation) at your residence, in substantially as good condition
as when received, any goods delivered to you under this contract or sale, or
you may, if you wish, comply with the instructions of the seller (SolarCity
Corporation) regarding the return shipment of the goods at the seller's
(SolarCity Corporation's) expense and risk. If you do make the goods available
to the seller (SolarCity Corporation) and the seller (SolarCity Corporation)
does not pick them up within 20 days of the date of your notice of
cancellation, you may retain or dispose of the goods without any further
obligation. If you fail to make the goods available to the seller (SolarCity
Corporation), or if you agree to return the goods to the seller (SolarCity
Corporation) and fail to do so, then you remain liable for performance of all
obligations under the contract.
To cancel this
transaction, mail or deliver a signed and dated copy of this cancellation
notice, or any other written notice, or send a telegram to SolarCity
Corporation, 393 Vintage Park Drive, Foster City, CA 94404 not later than
midnight of ______________________[Date].
I,
______________________ [Name], hereby cancel this transaction on
_________________________ [Date].