Southern California Edison Energy Efficiency Lending Programs

EQUIPMENT LOAN AGREEMENT

1. AGREEMENT: Southern California Edison Company (“SCE”) is loaning to the undersigned (“Customer”) the items set forth in the Equipment Request submitted by the Customer (“Equipment”), pursuant to the terms and conditions contained in this Equipment Loan Agreement (“Agreement”).
2. LOAN PERIOD: The Equipment shall be on loan to the Customer for 14 days from Customer’s receipt of the Equipment. Upon any cancellation, termination or expiration of this Agreement or the Loan Period, Barrower shall, at its expense, cause the Equipment to be prepared and adequately protected for shipment and either surrender the Equipment to SCE in place or, if instructed by SCE, ship the Equipment to SCE, freight and insurance pre-paid, to a place designed by SCE.
3. RISK OF LOSS: Customer assumes all risk of loss and any damage to or loss, theft, confiscation, condemnation, or destruction of any Equipment from any cause whatsoever from the date the Equipment is shipped or otherwise made available to Customer and continuing until it is returned to and accepted by SCE. Upon SCE’s request, Customer shall pay SCE the replacement value of any Equipment which is not in good working order and condition when returned to SCE, or which is not returned to SCE by the end of the Loan Period.
4. EQUIPMENTS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES: Customer shall accept the Equipment “as-is” and hereby acknowledges that SCE has not tested the Equipment, and does not provide any assurance that the Equipment functions properly. THE EQUIPMENT IS NOT REVENUE GRADE, AND SCE IS NOT A VENDOR OR THE EQUIPMENT, AND HAS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF ANY EQUIPMENT. SCE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO TITLE, MERCHANTABILITY, PERFORMANCE, CONDITION, EXISTENCE, FITNESS OR SUITABILITY FOR CUSTOMER’S PURPOSES OF THE EQUIPMENT, PATENT, TRADEMARK OR COPYRIGHT INFRINGMENTS, THE CONFORMITY OF THE EQUIPMENT TO ANY WRITTEN OR VERBAL DESCRIPTIONS, OR ANY OTHER EXPRESS, IMPLIED OR PROSPECTIVE REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE  EQUIPMENT INCLUDING NO WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. NO SUPPORT: Customer further acknowledges and agrees the SCE does not offer or provide any service or other assistance or support in operating the Equipment. In addition, Customer may need to obtain from third parties any software required to operate the Equipment.
6. INSTALLATION AND USE: The loan of the Equipment is exclusive to the Customer. Customer agrees that it will ensure that all Equipment is installed and operated by a person with the qualifications and requisite expertise to install such Equipment. Customer shall not allow any Equipment to be used by any third parties. Customer agrees to care for the Equipment as reasonably required to prevent damage to or deterioration and not permit anyone to tamper with or modify the Equipment. The Equipment shall be used in a safe and prudent manner in accordance with all applicable federal, state and local laws and regulations.
7. RELEASE: Customer, on behalf of itself, its successors and assigns, parents, subsidiaries, affiliates, agents, employees, insurers, attorneys, and users of the Equipment, hereby releases and forever discharges SCE, its successors and assigns, parents, subsidiaries, affiliates, agents, insurers, and attorney, from any and all claims, expenses, debts, demands, costs, liabilities, obligations, actions, and causes of action of every nature, whether known or unknown, whether in law or in equity, relating in any way whatsoever to, or arising from, the Equipment, or the possession, maintenance, use, condition, destruction or return of the Equipment, including any claims based in negligence, strict liability in tort, environmental liability or infringement, or this Agreement.
8. INDEMNITY: Customer shall defend, indemnify, and hold harmless SCE, and its successors and assigns, parents, subsidiaries, affiliates, agents, insurers, and attorneys, from and against, any and all liability, damages, losses, claims, demands, actions, cause of actions, cost, including attorney’s fees and expenses, or any of them relating in any way whatsoever to, or arising from, the Equipment, or the possession, maintenance, use, condition, destruction or return of the Equipment, including any claims based in negligence, strict liability in tort, environmental liability or infringement, or this Agreement.
9. MERGER CLAUSE: This Agreement supersedes all other agreements, oral or written, heretofore made respect to the subject hereof and the transaction and agreements contemplated hereby.
10. SEVERABILITY: If any provision of this Agreement shall be determined to be unlawful, such provisions shall be deemed to be severed from this Agreement and each other provision of this Agreement shall remain in full force and effect.
11. CALIFORNIA LAW AND VENUE: This agreement shall be governed by the laws of the State of California, and shall be subject to change in accordance with the rules, orders decisions and policies of the California Public Utilities Commission. The parties agree that any litigation related to the Agreement shall be brought and enforced in, and will under the exclusive jurisdiction of, the courts of the State of California in Los Angeles County or the federal courts of the United States for the Central District of California. The parties irrevocably waive any objection they have now, or may subsequently have, to the bringing of any action or proceeding in these respective jurisdictions, including any objection to the laying of venue based on the grounds of principles of conflict of laws and any objection based on the grounds of lack of personal jurisdiction.

IN WITNESS WHEREOF, Customer has executed this Agreement on the date set forth above and agrees to borrow the Equipment on the terms and conditions herein.