Nike-Solar RFP Vietnam 2020 20200930 Final

REQUEST FOR PROPOSALS
ON-SITE SOLAR PHOTOVOLTAIC
“POWER PURCHASE AGREEMENT”

OR
“LEASE AGREEMENT”
AT FACTORIES IN
VIETNAM
Issue Date: September 30, 2020
Proposal Due Date: October 16, 2020, @ 5:00 p.m. Pacific Standard
Time Contact: Tim Azzolini

Nike, Inc.
One Bowerman Drive
Beaverton, OR 97005
USA
tim.azzolini@nike.com
With copies to:

Rob Williams
robert.williams@nike.com
Sasank Goli
sasank.goli@nike.com
RPF NUMBER: NIKE.SOLARPV.VN.202009
Nike Solar RFP – Vietnam – 30-Sep-2020 1

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NOTICE TO OFFEROR........................................................................................................................................... 3
INVITATION TO PROPOSE................................................................................................................................... 4
ARTICLE I. PROJECT SUMMARY..................................................................................................................... 17
SECTION 1.01 NIKE, INC. AGGREGATED SOLAR PROCUREMENT............................................................................................................17
SECTION 1.02 SOLAR AGREEMENT............................................................................................................................................................18
SECTION 1.03 BASIS FOR SELECTION.........................................................................................................................................................19
ARTICLE II. SCOPE OF WORK.......................................................................................................................... 20
SECTION 2.01 FACTORY BID SCOPE...........................................................................................................................................................20
SECTION 2.02 FACTORY INFORMATION AND OPERATIONAL DATA.........................................................................................................20
SECTION 2.03 SITE VISITS...........................................................................................................................................................................21
SECTION 2.04 FINAL PROPOSALS...............................................................................................................................................................21
ARTICLE III. GENERAL TERMS AND CONDITIONS.......................................................................................... 23
SECTION 3.01 OVERVIEW...........................................................................................................................................................................23
SECTION 3.02 POWER PURCHASE AGREEMENT OR LEASE AGREEMENT................................................................................................23
SECTION 3.03 IDENTIFIED PROJECT SITES.................................................................................................................................................23
SECTION 3.04 TERM OF THE AGREEMENT................................................................................................................................................23
SECTION 3.05 NOVATION...........................................................................................................................................................................23
SECTION 3.06 COMPLIANCE TO COMPETITION LAW................................................................................................................................23
EXHIBIT 1 – PROPOSAL TRANSMITTAL FORM..................................................................................................... 25
EXHIBIT 2 – PRICING PROPOSAL FORM.............................................................................................................. 26
EXHIBIT 3 - SYSTEM DESCRIPTION..................................................................................................................... 29
EXHIBIT 4 - FACTORY PREMISES, BUILDING, ELECTRICAL AND OPERATIONAL INFORMATION.............................30
EXHIBIT 5 - CREDIT INFORMATION.................................................................................................................... 31
EXHIBIT 6 - EASEMENT AGREEMENT.................................................................................................................. 32
EXHIBIT 7 - SYSTEM REQUIREMENTS................................................................................................................. 35
EXHIBIT 8 – INSURANCE.................................................................................................................................... 50
EXHIBIT 9 – FACTORY LIST AND SITE VISIT SCHEDULE......................................................................................... 52
EXHIBIT 10 – OFFEROR EXPERIENCE FORM........................................................................................................ 53
EXHIBIT 11 – INDIVIDUAL FACTORY SITE LOCATION INFORMATION...................................................................54
EXHIBIT 12 – LEASE AND PPA AGREEMENT TERM SHEET....................................................................................55
EXHIBIT 13 – FACTORY LOCATIONS IN SOUTHERN VIETNAM..............................................................................64

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Notice to Offeror
Issuance Date: September 30, 2020
RFP No. NIKE.SOLARPV.VN.202009
PROJECT: SOLAR PHOTOVOLTAIC GENERATION FOR VIETNAM

FACTORY GROUPS
PROPOSAL CLOSING DATE/TIME: October 16, 2020, @ 5:00 p.m. Pacific Standard Time
Nike, Inc., on behalf of the Factory Groups, requests proposals from Offerors, for the installation of
onsite Solar Photovoltaic (SPV) systems on Factory roofs, to generate renewable electricity. The
Factory will enter into, with the Offeror, either, a “Lease Agreement”, or, a “Power Purchase
Agreement” (PPA) for purchase of the generated electricity, (either of these contract structures will
hereinafter be referred to as the “Agreement”). The referenced Factories are located in Vietnam
and manufacture products and/or materials for Nike on a contracted basis; they are not owned or
operated by Nike. A complete Request for Proposal (RFP) package may be acquired online utilizing
box.com. For more information about this RFP, please contact the following person(s):
Sasank Goli Rob Williams Tim Azzolini

Nike Nike Nike
RE Deployment Director Renewable Energy Manager Global Procurement Analyst
s r t im.azzolini@nike.com
asank.goli@nike.com obert.williams@nike.com
The bid package shall be labeled as follows:
Nike RFP No.: NIKE.SOLARPV.VN.202009

Attention: Sasank Goli; Rob Williams; Tim
Azzolini From (Offeror Name and Address)
An electronic version must uploaded to box.com per instructions in the bid invitation. The electronic
bid package shall be contained in a folder named per the convention “OfferorName
_NIKE.SOLARPV.VN.202009”. The same must be received no later than 5:00 pm Pacific
Standard Time on October 16, 2020. Late submittals will be deemed non-responsive and will not
be considered.
Nike, Inc. and the Factory Groups reserve the right to:
1. Reject all proposals and reissue a new or amended RFP. Nike may also issue addenda to the
original RFP as necessary;
2. Select a Proposal or Proposals for short listing or award based on Evaluation Factors listed
herein. Awards are not solely based on cost;
3. Negotiate a contract with the Offeror that is selected for award; and/or
4. Request additional information from Offeror(s);
5. Waive any deviations from the description outlined in the RFP at their sole discretion.

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Invitation to Propose
NIKE, INC.
ISSUANCE DATE: September 30, 2020
RFP NO.: NIKE.SOLARPV.VN.202009
INSTRUCTIONS:
Offerors wishing to bid shall upload files to box.com no later than 5:00 pm Pacific Standard
Time on October 16, 2020.
The bid and its supporting documents shall all be contained inside a folder named per the
convention “OfferorName _NIKE.SOLARPV.VN.202009” and uploaded to box.com as
described above.
1. Late submittals will not be opened or considered and will be determined as nonresponsive.
All Offerors shall provide sufficient written and verifiable information that responds to the
requirements set forth herein and in the Scope of Work (SOW).
2. Pre-proposal Questions – Any pre-proposal questions and/or clarifications shall be submitted to

Nike by uploading a Word document to box.com titled in the format
“OfferorName_Questions” to box.com. Questions are welcome and should be uploaded no later
than 5:00 pm on October 4, 2020. Nike, Inc. shall address any questions as necessary.
NOTE TO OFFEROR:
This Request for Proposals (RFP) is subject to the attached General Terms and Conditions. The
undersigned Offeror (Offeror) agrees to furnish, within the time specified, the articles and services at
the price stated opposite the respective terms listed on the schedule provided, unless otherwise
specified by the Offeror. In consideration of the expense to Nike, Inc. in opening, tabulating, and
evaluating this proposal, and because time is of the essence, the undersigned agrees that this
proposal shall remain firm and irrevocable within one hundred and twenty (120) calendar days from
the date opening to supply any or all of the items which prices are proposed.
SIGNED: DATE:

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SPECIAL REMINDERS TO OFFEROR
The Offeror (Offeror), alternatively and interchangeably referred to herein as, System
Developer (Developer), are reminded to read the Proposal Solicitation Instructions and
General Terms and Conditions attached to the Proposal Invitation to ascertain that all of the
following (see boxes checked) requirements of the proposal are submitted in the proposal envelope
or email submittal at the date and time for proposal opening.
[x] 1. PROPOSAL FORMS

a. Proposal Invitation Form
b. Proposal Transmittal Form (Exhibit I)
[x] 2. OFFEROR QUALIFICATIONS FORM

The Technical Proposal shall follow the Scope of
Work Also, complete Offeror Qualifications Form.
(Exhibit 10)
[x] 3. FRAME CONTRACT

The Technical Proposal shall propose a Frame Contract that applies to all Factories. The
elements of the Frame Contract are described in a subsequent section of this RFP, under
“Proposal Submittal Requirements, Tab 4”.
[x] 4. FACTORY CONTRACT

The Technical Proposal shall propose an Individual Contract for each factory. The elements
of the Individual Contract are described in a subsequent section of this RFP, under
“Proposal Submittal Requirements, Tab 4”.
[x] 5. BOND REQUIREMENTS

Issuer of required performance and payment bonds.

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IMPORTANT DATES
The following are significant anticipated Scheduling and Contract Dates for this RFP:
Start days End Activity

30-Sep-20 0 30-Sep-20 RFP issued to prospective developers, along with factory information
30-Sep-20 4 4-Oct-20 Developers confirm interest to participate in program and submit questions based on RFP
4-Oct-20 4 8-Oct-20 Nike and factories respond to developer’s questions
8-Oct-20 8 16-Oct-20 Developers develop initial Desktop Proposals for the factories based upon factory submitted
information
16-Oct-20 0 16-Oct-20 Deadline for developers to submit initial “Desktop Proposals”
16-Oct-20 7 23-Oct-20 Initial assessment/scoring of proposals
23-Oct-20 3 26-Oct-20 Nike shortlists developers based on initial assessment/scoring
28-Oct-20 14 11-Nov-20 Shortlisted developers site visits to 13 factories – organized by Nike per Nike provided schedule
11-Nov-20 5 16-Nov-20 Shortlisted developers submit “Final Proposals”, incorporating inputs from the site visits
16-Nov-20 0 16-Nov-20 Deadline for shortlisted developers to submit “Final Proposals”
17-Nov-20 28 15-Dec-20 Detailed techno-commercial analysis of shortlisted developer’s proposals for all factories
15-Dec-20 75 28-Feb-21 Proposal evaluation by groups and selection of preferred vendor(s) to continue contract negotiation,
including 1-on-1 calls with the developers to present their proposals
23-Jan-21 0 23-Jan-21 All stakeholder meeting - Zoom call (tentative) – factories, shortlisted developers, Nike
7-Jan-21 45 21-Feb-21 Q&A from factories to developers (tentative)
15-Mar-20 0 15-Mar-20 Selected developer(s) submit final contracts (tentative)
22-Mar-20 60 21-May-20 Groups begin contract negotiations with developers (tentative)

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PROPOSAL SUBMITTAL REQUIREMENTS
In making the best value award decisions, Nike, Inc. and Factory Groups will consider Factors 1-5.
All proposals shall be uploaded in the specified format including tab separators. Late submittals
will be deemed non-responsive and will not be considered.
All Offerors shall upload an electronic version of all submittals, including supporting
documents, contained within folder entitled “OfferorName _NIKE.SOLARPV.VN.202009” that
must be received via box.com no later than 5:00 pm on October 16, 2020
Late submittals will not be opened or considered and will be determined as nonresponsive. Offeror
shall provide sufficient written and verifiable information that responds to the requirements of the
RFP, and in accordance with the SOW.
Criteria will include the following:
Criteria 1 – Project Approach

Criteria 2 – Experience
Criteria 3 – Safety
Criteria 4 – Price
Criteria 5 –
Technical
The binder shall be organized as follows.
Transmittal Form (Letter on Offeror’s Letterhead) - The Offeror shall submit a completed
Exhibit 1 “Proposal Transmittal Form".
Cover Letter (maximum of two pages)

Offeror shall prepare a cover letter, not exceeding two pages in length, which summarizes the
key points in the RFP response. If the Offeror believes any information, data, process or
other
material in its RFP response should be considered by Nike, Inc. to be confidential or proprietary,
the Offeror shall identify that material with specificity as to the page and paragraph and on what
basis
it believes the material is proprietary or confidential. Include your company’s address,
contact, phone number and fax number.
Tab 1 – Proposal Submission Forms - The Offeror shall complete and include in Tab 1 all
required forms as provided for in this RFP.
(i) Offeror Qualifications Form – (Exhibit 10).
(a) The Offeror shall furnish satisfactory evidence and the requisite experience, ability,
including sufficient capital, facilities and personnel, which are necessary to prosecute the work
successfully and promptly within the terms set forth in the RFP.
(b) The Offeror shall submit documentation regarding the qualifications of the firm and the identity
and corporate registrations of the developer/operator/service provider proposed to enter into the
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Agreement with each Factory.

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(c) The Offeror shall list and submit a dossier of personnel qualifications and professional
credentials of key personnel.
(d) The Offeror provide a description of their Financial Strength, including turnover and net worth in
the last 3 financial years preceding the proposal submission.
(e) Offeror shall provide a list of relevant construction projects that are similar in type, size and
complexity to this project; Offeror shall also provide TRIR (Total Recordable Incident Rate) for the last
3 years.
(f) The Offeror shall submit a list of three (3) or more references from the past three (3) years,
and a project history to document a minimum of five (5) years of specifically related experience
involving rooftop solar power systems and projects, as Developer or Lead Developer.
(ii) Licenses – The Offerors must hold an appropriate and current professional certification and
business licenses for the requested professional services. A copy of any and all professional
certifications
and business licenses is required in this Tab. These include but without limitation to: enterprise
registration certificate, investment registration certificates, certificates of registration of relevant business
lines and any sub-licenses for electricity generation, production and sale, installation of rooftop solar
power equipment, repair, warranty, operation and maintenance of rooftop solar power
equipment.
(iii) Performance Guarantee or Bid Security – Provide information regarding the source of cash,
bond, letter of credit, etc.: Pursuant to the terms of the Agreement, any Offeror entering into an
Agreement will be required to provide construction security and performance security to support
their obligations to achieve Commercial Operation Date and to perform their obligations under the
Agreement thereafter, respectively. This security may take the form of cash collateral, a letter of
credit, or a payment and performance guaranty from a creditworthy parent company or
other Affiliate.
Tab 2 – Technical Proposal - The Offeror shall submit a full and detailed Technical Proposal,
which describes the goods, services, and procedures to completely address the requirements
presented in the Project Summary (Article I) and Scope of Work (Article II). The subsections in
this Tab 2 below provide an outline and brief description of the content each Offeror should
address in their Proposal. Specific technical details are provided in the Scope of Work (Article
II) and System Requirements (Exhibit 7) sections of this RFP.
a) Project Approach
The Offeror shall describe the system goals and objectives, project methodology and
specifications that support the proposed Solar Photovoltaic (Solar PV) systems. Include
a general technical description of the proposed systems although detailed proposals for
each factory are not required in this Tab. Provide a description of the companies used for
design and construction for the project. Outline the various responsibilities of the
companies. Offeror shall submit copies of the agreements with each company. The Offeror
shall identify the tasks to be subcontracted and submit the complete names, business
address, and license classification of the sub-contractor(s). Offeror shall also provide a
general quality control and assurance plan.
b) General

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The design of the Generating system is to maximize the solar energy resources, taking
into consideration the customer’s electrical demand and load patterns, proposed
installation site,

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available solar resources, existing site conditions, proposed future site improvements, and
other relevant factors. Moreover, factory peak load shall be accounted in system capacity
design to avoid maximizing system with the potential purpose of selling excess power to
EVN if such an option is available or were to become available. If there is any excess
power output to be proposed to be generated from generating systems, the design of the
Generating system is to minimize legal, commercial and technical disadvantages and
liabilities for Factories in terms of obtaining additional permits, licenses, consents,
obtaining grid connection agreements and selling excess power to EVN or third parties and
relevant tax and accounting implications, and it is preferred that Offerors take on
relevant risks and liabilities.
Technical information for the facility including solar technology type, model,
make, configuration, rooftop PV modules layout, single line diagrams, nameplate capacity
rating, net plant capacity, annual net output, performance ratio, estimated loss factors,
commercial operation date, service/design life, etc. DC and AC PV capacity rating and
expected energy production in kWh/MWh by month and by year, annual production
throughout the contract term or the lease term (as applicable) based on expected de-
rated values of PV system, production output due to maintenance etc.
Provide a description of the technical solution to the project that meets the requirements of
the RFP and summarize by filling in the table in Exhibit 3 (System Description). Provide
a section that describes technical information and solutions that are common to all thirteen
(13) Factory projects. Additionally, Factory specific technical proposals shall be
included for each of the thirteen (13) Factories. Include the following at a minimum
in one of the two sections:
c) Interconnection and Agreement

Supply and install all equipment required to interconnect the Generating systems to the
Factory distribution system. The awarded Offeror will fulfill all application, studies, and
testing procedures to complete the interconnection process. All costs, liabilities and
responsibilities associated with utility interconnection of rooftop solar power
systems to EVN's grid (if applicable) shall be borne by the awarded Offeror.
The Offeror must submit a plan to put in place an Interconnection Agreement which
permits physical connection and operation of the PV System with the utility electrical
system of EVN, its authorized entities or other relevant utilities. The Offeror is
responsible for any power system studies, consents and approvals that need to be
conducted or obtained to ensure that grid stability is maintained and as required by EVN
as the utility in conjunction with the Interconnection Agreement, especially any cos phi
requirement from EVN, its authorized entities or other relevant utilities. The Offeror shall
coordinate with over-current protection scheme including co-ordination relays, fuses, etc.
PV System shall enable protection systems to operate as intended under grid fault
conditions.
d) PV Solar Design
Design and construction of solar PV components including: PV Modules; supporting
rack; foundation or roof attachments; roof flashing; conductor; conduit; electrical
switchgear and overprotection; inverter; transformer; and any appurtenances to make the
PV system complete and operational. Offeror shall provide the following:
· Design standards and codes must be in compliance with the legal and technical
requirements of the governmental and local authorities having jurisdiction and EVN,
its authorized entities and other relevant utilities, as well as prudent industry
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practices.

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· Performance specifications and curves, including expected degradation, for PV
panels and inverters. Provide model and make of PV modules and inverters
· Electrical Interconnection point and metering point, including any expected
equipment upgrade requirements.
· Construction and installation warranties. Provide model and make of racking systems.
· Decommissioning of the Project and restoration of the Sites upon the expiration of
the lease or the contract term, including Offeror’s program for recycling of the PV
panels, if any.
· Electrical interconnection to Factory grid and metering requirements.
· Facility limitations that may constrain operation.
e) Solar PV control systems

Proposals shall demonstrate a proven, comprehensive data acquisition system with current
and historical data available remotely through a real-time website capable of tracking, but
not be limited, to the following:
· Site-specific actual kWh/MWh production (average and cumulative totals);
· Site-specific instantaneous kW/MW capacity output;
· Expected annual hourly output profile;
· Remote identification or/monitoring of incidents
- Proposed operating procedures incorporating the existing electrical distribution
system and communication controls;
· Utilization and integration of any existing solar photovoltaic (PV), address
electrical system stability. Any upgrades to the electrical services shall be
identified;
· Communications systems and associated cyber security systems;
· Type of monitoring information of the Generating system through SCADA;
· Describe and detail the overall system architecture for controls and
communication between systems. Provide details on data acquisition,
communications protocols, and analytics;
· Describe training approach;
· Describe contents of Operation and Maintenance Manual.
f) Construction and installation Plan

Offers will be evaluated on the completeness and quality of proposed Construction
and installation plan including subcontractors and their qualifications, schedules and
construction and installation management approach.
g) Safety
Offeror shall describe the safety plan that the Offeror will utilize for the project. This
will include the safety plans for and Sub-contractors or partners for this Project. Nike,
Inc. and Factories believe that safety is paramount and a commitment to safety must be
demonstrated by the Offeror including plans to manage its Sub-contractors. Nike, Inc.
and the Factory will evaluate the Offeror’s overall safety record and the Offeror’s plan

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to select and monitor Sub-

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contractors. Safety plans will be assessed to determine their applicability and
completeness. Offerors must demonstrate strong commitment to safety, and commit to
hire Sub-contractors with this same commitment, to be considered for award.
Tab 3 – Deviations from General Terms and Conditions - The Offeror must provide a
description of any and all proposed deviations from this RFP’s General Terms and
Conditions. (Article III)
Tab 4 – Project Offer - Detailed submittals must address all bid requirements herein for each
Factory and adhere to the Lease and PPA Agreement Term Sheet (Exhibit 12)
Common to All Factories: Frame Contract
Frame Contract is the mother contract that applies to all factories in the scope of
Nike Solar Program.
Examples include technical data sheets for equipment common to all factories, conceptual
drawings showing common details for mounting equipment, contract term and average
solar power price, etc.
General statements that apply to all Factories must clearly state that they will apply to
all Factories in the proposal package. The general description that addresses technical
issues common to all Factories shall not exceed ten single-sided pages. A maximum of
twenty (20) conceptual drawings (11”x17”) shall be provided to supplement the description.
At a minimum, provide the following conceptual designs:
 Technical Data Sheets for PV Modules, Combiner Boxes, Inverters,

and Transformers
 Main user interface/Human Machine Interface (HMI)/ or Graphical User
Interface (GUI)
 Conceptual single line diagram
Evaluation of the technical description and conceptual drawings will consider the extent to
which the Offeror demonstrates a clear understanding of the requirements of the project.
Technical requirements of the RFP must be followed in the technical approach.
The Offeror may include additional information, such as company and product brochures.
Frame Contract’s Adjustments:
Examples are factory’s location, roof conditions, interconnection (High Voltage//Low

Voltage), different system components and any issue that is not common and make an
individual proposal to a factory different from the Frame Contract.
Specific to Factory: Individual Contract
Individual Contract is the specific contract for each factory in the thirteen (13) factories of
Nike Solar Program. Individual Contract carries all common terms of Frame Contract and
the details

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of adjustments that clearly point out the differences in the solar power price, contract term,
system component, etc. This may include:
 Site Plan-General System Layout-PV Arrays

 Number of PV modules and inverters
 Overall site single line diagram
 Technical data sheets if vary from site to site
Offeror’s are strongly encouraged to adhere to the above described Frame Contract
and Individual Contract proposal structure. Preference will be given to submissions
received from Offeror’s who are in compliance.
Tab 5 - Commissioning and Acceptance Testing

During the start-up, the Factory and/or the Offeror shall observe and verify each system performance
test. Required commissioning and acceptance test services include: visual inspection, array testing,
and whole- system performance testing.
The Offeror shall provide a plan defining the testing requirements of the Generating system
prior to interconnection to factory grids. The tasks or system, by sequence of operations shall be
accepted by the Factory Group. These tests shall be conducted prior to the commissioning of
the whole Generating system.
Tab 6 - Operations and Maintenance Plan
Offers will be evaluated on the completeness and quality of proposed Operations and Maintenance
plan including the strength of equipment and construction warranties.
Tab 7 - Monitoring
Monitoring of system performance shall be integrated into the existing SCADA system if
applicable. Provide a turnkey data acquisition and display system that allows the Factory Group to
monitor, analyze, and display historical and live solar electricity generation data. The regularly
collected data should reflect, but not be limited to, the following:
•System performance
•System availability
•Average and accumulated output
•Capacity factor
•Degradation
The data acquisition system shall be designed for turnkey, remote operation. Data shall be transmitted
via Internet or telephone from the site to a server managed by the Offeror/Developer or service
provider. Data storage, management, and display will be the responsibility of the
Offeror/Developer. If available, the monitoring system shall include measurement of incident solar
energy and temperature so that expected performance may be calculated, and the monitoring
report may include a “performance ratio” of measured to expected performance.
Tab 8 - Plan for Regulatory and Environmental Compliance (maximum of 2 pages)

The Offeror must comply with the building standard codes, utility requirements, wind uplift
requirements per codes accepted by the authority having jurisdiction. In addition, the Offeror is
exclusively responsible

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for obtaining and maintaining all required government permits, licenses, approvals and/or
variances, current or future. Offerors are required to demonstrate that they are capable of
obtaining all required permits and licenses or provide a specific timeline for approval. The Offeror
shall submit all compliant permits and documents for the Solar PV generating system.
Tab 9 - Financial Proposal (no page limitation, in a separate envelope)

The Offerors' Financial Proposal must be submitted/uploaded in a separate file and adhere to the
Lease and PPA Agreement Term Sheet (Exhibit 12). Only Financial Proposals from these Offerors that
meet the minimum experience requirements and provide complete and thorough responses to all
information requested will be reviewed to determine which, if any, will provide the most
beneficial impact to the Factory Groups.
Awarded Offeror shall secure from governing agencies, all required rights, permits, approvals, etc.
at no additional cost to Nike, Inc. or the Factory.
(i) Price - Offeror shall provide a price for energy in Vietnamese Dong (and/or US
Dollars if permitted), in the agreement for each Factory for:
- one of both of lease or PPA payment mode options; and,
- one or more of twelve (12), fifteen (15), and eighteen (18) year, contract term options; and,
- one or both of take-and-pay and take-or-pay offtake options, based on which the Offeror
opines might be more attractive for the factory’s operational schedule and electricity
consumption.
Pricing shall be shown in the Pricing Proposal Form in Exhibit 2. One form shall be
submitted for each option of the thirteen (13) factories.
(ii) Financial Strength of Offeror & Other Project Participants - Consideration will be given
to the financier's financial condition, creditworthiness, and experience – (provide audited
financial statements); Offerors’ financial condition and creditworthiness – (credit report for
2020 and 2019, and history of financing); EPC Firm's financial condition and
creditworthiness, if applicable; Operation and Maintenance firm's financial condition and
creditworthiness, if applicable.
Tab 10 – Offeror’s Scope of Work
The scope of work provided by the selected Offeror shall include all tasks required to design,
fabricate, deliver, install, operate, and maintain Solar PV electric generating systems under a
lease or power purchase agreement. The scope of services shall also include, but not be limited to,
securing all permits and approvals from central and local governmental agencies, EVN and its
relevant entities, all labor, taxes, services, and equipment necessary to produce a fully operational
Generating system. All costs and expenses associated with developing and/or submitting a Proposal
in response to this RFP and/or any related activity following the submission of any such Proposal
shall be borne by the Offeror.
Tab 11 – Project Schedule (maximum 2 pages)
The Offeror shall submit all timetables, schedules and milestones of tasks from design work,
system fabrication, shipping to installation, testing and final commission of the Generating system. All
Factory schedules can be submitted separately or combined into an overall schedule file. (It is
preferred to use MS Project with soft copy inserted in this Tab).
The Notice to Proceed shall be granted when the Factory receives all necessary approvals from

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the Developer from all the central and local permitting agencies, EVN, its authorized entities and
serving

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utility. Proposals shall provide the anticipated schedule for the permitting, regulatory approvals,
design, manufacture, delivery, construction, startup and commission for sites identified.
Qualifications (maximum of five pages not including resumes)
A. Company Overview
Please provide the following information:
· Status (private/publicly held, Corporation, Joint Venture, single member or multi-member
LLC, joint stock company, whether fully registered and licensed in Vietnam, and provinces or
cities of registrations, etc.)
· Number of employees
· States, provinces, cities and countries in which you do business
· Target customers (residential, commercial, industrial, government, etc.)
Project team profile, including:

· Resumes of personnel to be directly involved with the development of the proposed systems
· Team leader identification for the entire Proposal, including full contact information
· Identification of each entity, sub-contractors, person or firm involved in the Proposal and
their role/responsibility, e.g. design, installation, permitting, equipment supply by component,
operations and maintenance
· Identification of the lead person responsible for each of the entities or firms described in
above
· Team organization chart

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Definitions and Abbreviations
AC means Alternating Current which is the power created by running direct current
(“DC”) power through an inverter.
Affiliate means a person or entity that controls, is engaged in a contractual agreement
with the Offeror.
Agreement means either, a Lease Agreement, or, a Power Purchase Agreement (PPA) or
similar agreement for sale and purchase of solar power generated from
generating systems (including roof-rent agreement or similar contract for the
use or lease of roofs).
Commercial Operation shall mean that each Generating System comprising the Project
commences operations in a safe, reliable, sustained, commercial basis, and in
compliance with all applicable laws, permits, and regulations, as further described
in the Lease Agreement or Power Purchase Agreement (as applicable).
Commercial Operation Date shall mean the date on which the Generating System comprising
the Project commences Commercial Operation, as further described in the Lease
Agreement or Power Purchase Agreement (as applicable).
Contracting Officer -means representative for Factories with designated authority to enter into,
administer, or terminate contracts and make related determinations and findings.
DC means Direct Current.
Environmental Attributes shall mean any and all current and future environmental, renewable
energy, carbon reduction, greenhouse gas reduction, green certificates or air quality
credits, offsets, allowances, or other benefits reduction, greenhouse gas reduction, or
air quality credits, offsets, allowances, or other benefits related to the ownership or
operation of the Generating Systems or the generation of electric energy at the
Generating Systems, the sale of electric energy to the Factory Groups under the
Lease Agreement or Power Purchase Agreement (as applicable), or the other
transactions contemplated thereunder, as further described in the Lease Agreement
or Power Purchase Agreement (as applicable).
Environmental Attributes shall exclude tax credits or other tax benefits resulting
from ownership, use, operation or maintenance of the Generating Systems.
Factory means a factory located in Vietnam manufacturing Nike products and/or materials,
which is selected by Nike, Inc. and governed by this RFP as a power consumer or
buyer to enter into a Lease Agreement or Power Purchase Agreement with
selected Offeror or Developer. Factories are not owned or operated by Nike.
Factory Groups means groups of Factories owned or operated by the same parent company governed
by this RFP (in certain contexts herein, referred to alternatively and
interchangeably as Factory Owner)
Force Majeure means any event or circumstance that is beyond the reasonable control of a Party
and that, on or after the execution date or effective date of the Lease Agreement or
Power Purchase Agreement (as applicable), materially and adversely affects the
performance by such affected Party of its obligations under or pursuant to the Lease
Agreement or Power Purchase Agreement (as applicable); provided, however, that such
material and adverse effect could not have been prevented, overcome, or remedied by
the affected Party through the exercise of diligence and reasonable care.

2020
Generating System means the solar PV equipment installed by the Developer with a unique
point of interconnection that produces the energy utilized by the Factory Groups
pursuant to the Lease Agreement or Power Purchase Agreement (as applicable).
Gross Power Rating means the value, in MWp, which is the sum of all Photovoltaic Module DC
ratings for Photovoltaic Modules to be installed at the Generating Systems.
IA means an Interconnection Agreement, substantially in the form set forth in Attachment
I – Interconnection Requirements of this RFP, for the interconnection of each
Generating System to the electrical transmission or distribution system at a
Factory.
Lease Agreement means an agreement to lease the generating systems, substantially in the form set
forth in Exhibit 12, for the use of energy from the Project to the Factories.
Photovoltaic Module means the individual component that produces DC electric energy from solar
radiation.
Power Purchase Agreement or PPA means an agreement for sale and purchase of electrical
power generated from the Generating Systems between a selected Developer as power
seller and a Factory as power consumer or buyer, substantially in the form set forth
in Exhibit 12.
Premises refers to the building and land occupied by the Factory
Project means all of the PV generating systems collectively that are proposed by Offeror
in a Proposal or subject to a Lease Agreement or Power Purchase Agreement (as
applicable).
Proposal means an Offeror’s submittal in response to this RFP.
Offeror or System Developer or Developer or Bidder means an independent power producer or
other entity that responds to this RFP by submitting a Proposal in accordance
with the requirements herein.
RFP means Request for Proposals for Solar Photovoltaic Generation.
Sites means the Factory's sites where the generating systems are
located. Taxes shall mean all Vietnamese country, provincial, and local
taxes.

2020
Article I. PROJECT SUMMARY
Section 1.01 Nike, Inc. Aggregated Solar Procurement
This RFP is issued in support of Nike, Inc.’s Aggregated Solar Procurement which will assist
specified factory complexes that manufacture products and/or materials for Nike, Inc., to
construct solar PV renewable energy projects at the Sites. The Offeror’s Proposal must be based
on either the “PPA” or the “Lease Agreement” term sheets that are attached as Exhibit 12. This
section describes the approach for the aggregated Generating systems.
This acquisition is a “fixed rate”, “fixed rate with annual escalation”, or “discount to retail price”
contract issued on an unrestricted basis, inviting full and open competition.
The intent of this acquisition is to enter into a firm Agreement with Offeror(s) for the Lease of, or
PPA from, rooftop solar PV Generating systems at the Factories in Vietnam listed in Exhibit 9.
None of the systems are expected to be of a size that would export power in excess of the factory
load, except during factory shutdowns or holidays. Nike, Inc. will facilitate multiple Agreements
between the selected Offeror(s) and Factory Group Contracting Officers (CO) for each factory on
behalf of the factory owners (Factory Groups) to establish a Lease or PPA Agreement and
accompanying Terms and Conditions for each factory. Each factory is owned by a Factory Group,
none of which are owned by Nike, Inc. The factories are shown in Exhibit 9. Each Factory Group
will pay an annual lease in monthly installments, or monthly PPA energy payment for the PV
System(s) at their site(s), utilizing rates or tariff respectively, negotiated by the Factory Group for
each Factory. Each Agreement will include requirements, terms and conditions specific to that Factory
or Factory Group, as well as general terms and conditions applicable across all the Projects bid on by
the Offeror through this RFP – these have been described in an earlier section of this RFP
entitled “Proposal Submittal Requirements, Tab 4”. For avoidance of doubt, Nike, Inc. is not
responsible for and does not underwrite they ongoing payments for delivered solar power by each
Factory Group, and Nike will not enter any contracts with any Offerors related to this RFP.
The Lease Agreement will consist of an annual Lease Payment that will be paid in monthly
installments. An electricity Effective Tariff in USD or VND/kWh based on electricity Estimated
Production and Lease Payment shall be stated in the Proposal, and the same Lease Payment carried
over to the Agreement. The Agreement shall further include a clause to adjust each specific year’s
Lease Payment upwards or downwards by an amount equal to the excess or shortfall respectively of
electricity Actual Production from Estimated Production, at the electricity Effective Tariff
In the case of a PPA Agreement, the electricity price per kWh in USD or VND per kWh, shall be
stated as in Proposal and carried over to the Agreement.
The annual Lease Payment or PPA electricity tariff can change from year-to-year (escalate, reduce, or
stay the same) as proposed by the Offeror and agreed to in the Lease Agreement or Power Purchase
Agreement (as applicable) with the Factory. An escalation rate is often allowed if in exchange for a
lower initial lease payment or lower initial electricity tariff.
From among Lease and PPA Agreement structures, preference will be given to proposals that use a
PPA Agreement structure, as it is a more straightforward option for the Factories from a legal,
regulatory and accounting standpoint.
The payment to the Offeror shall be based on Exhibit 2 – Pricing Proposal Form.
Minimum Delivery

2020
Each Generating System is expected to produce a certain minimum quantity of MWhs of Renewable
Energy each Contract Year. Nike and the Factory Group will rely on this Guaranteed Production to
determine its contribution to corporate environmental and renewable energy goals. Guaranteed
Production is specified as 80% of Estimated Production, or as negotiated here. Production Capacity
Tests may also be performed annually or for any duration specified here.
Guaranteed Production
The first year Guaranteed Production shall be [ ]MWhs ([ ]% of Estimated Production).
The annual degradation in Guaranteed Production is assumed to be [-1] %/year (or as specified in
the Agreement)
Producing less energy than the Guaranteed Production shall constitute an Event of Default for the
Developer if, at any time during the Term of this Agreement, the average actual production from
the PV System is below the Guaranteed Production during any Contract Year.
The Developer will be responsible for the development of the project at its own expense, without
any up- front capital cost to the Factory Groups.
The Factory Group will lease the PV systems (in the context of a Lease Agreement) or purchase
electricity (in the context of a Power Purchase Agreement) for contract period options of twelve (12),
fifteen (15), or eighteen (18) years in accordance with the terms and conditions set forth herein.
Termination provisions are provided in the event a Factory Group does not continue to purchase the
solar power for that PV system.
The Factory Groups agree to allow the Developer to locate the PV systems on their roofs or mutually
agreed upon ground areas, and to purchase all power generated from the PV system, subject to the
commercial terms to be agreed between the Factory Groups and the Developer. Site access terms and
conditions are contained within this (RFP).
Section 1.02 Solar Agreement

The factories in the RFP are listed in Exhibit 9. Operational, electrical, building, premises and
locational details for the same are per Exhibit 4 and Exhibit 11. Offerors should provide proposals for
all thirteen
(13)factories. Awards may be given to one Offeror or multiple Offerors depending upon the
proposals. The Factory Groups are incentivized to minimize the number of Offerors as it is less
onerous to work with fewer Offerors.

2020
Section 1.03 Basis for Selection
Each Proposal will be subject to an evaluation by a Source Selection Committee (SSC) that will consist of
members from Nike, Inc., Factory Groups and their consultants.
More than one Offeror may be selected. A Contract award will be made by the SSC in accordance
with the evaluation criteria set forth herein.
The SSC will evaluate each of the responsible submitted proposals as follows:
1. Discussions may be conducted by the SSC with any or all of the Offerors.
2. Such discussions shall only be conducted for the purpose of obtaining clarification
from the Offeror on its proposal in order to ensure full understanding of, and
responsiveness to, the RFP requirements.
3. Discussions shall be conducted on an “as-needed” basis with individual Offerors.
4. Care shall be exercised to ensure that no information derived from competing
Offeror’s proposals is disclosed.
5. Each Offeror with whom discussions are conducted shall be accorded an opportunity to
revise their proposals in response to specific clarifications based on the
discussions.
Approval is not final until it is authorized by the Factory Groups that own each Factory according to
their own internal contract review and approval requirements.

2020
Article II. SCOPE OF WORK
The Offeror shall perform all professional planning, design, and engineering services for these
projects, including complying with all requirements and tasks specified in Exhibit 7 (System
Requirements)
The Offeror shall also take all actions necessary to satisfy all other applicable local, provincial,
and Vietnamese regulations and requirements. In addition to reports, analyses, drawings and
renderings, a panel mock-up may expedite the approval process. Such installation shall be mutually
agreed upon by the Factory Groups and the Offeror.
The Offeror shall perform all professional services as necessary to provide the Factory Groups
with a design that reflects the technical requirements outlined herein and also as might result from
compliance with applicable historic preservation, environmental, utility, and any other regulatory
processes. The design package shall include specifications, calculations, and drawings, and also
realistic renderings from specific perspective as required for the historic preservation
approval process.
The PV systems shall be limited to the roof areas that have been identified as available for that
purpose in consultation with the Factory Groups and building tenant agency or building owner.
Major electrical equipment such as inverters, transformers and switchgear shall be installed in code-
compliant enclosures. Components shall be located indoors in areas identified in consultation
with the building owner in ventilated (not air-conditioned) utility rooms where space allows and
compliant with codes. If located outdoors, equipment shall be in enclosures appropriate for the
conditions and code-compliant and protected from direct exposure to the elements (sun, rain)
and debris such as leaves or dirt.
Section 2.01 Factory Bid Scope

The Factories that are soliciting bids are per Exhibit 9.
Offerors are not required to bid on all the factories. However, Offerors are encouraged to be as
inclusive as practical for this RFP. More factories included in the Offeror’s proposal allows for
fewer overall awards and more continuity for the overall effort. Each factory that is proposed
shall have its own complete proposal independent of the other factories. Awards can be made for all
factories proposed or some portion thereof. Bids must be arranged such that pricing for all Factories
of a Factory Group is not contingent on the decisions of any other Factory Groups; i.e., each bid
should be standalone and not rely on the assumption of a minimum volume awarded to the developer
across Factory Groups via this RFP.
Section 2.02 Factory Information and Operational Data

All the factory information and operational data that is typically required for the design of a solar
PV Generating System, has been placed in a box.com shared folder (link to be provided
separately), per Exhibit 4 and Exhibit 11, for each Factory in Exhibit 9. This includes (a similar
numbering/lettering convention has been adopted for naming each factory’s information files
in box.com):
1. Factory Operations details

a. Operations schedule (e.g. 1 shift or 3 shift operation; 6 days or 7 working
days/week) – especially any significant variations between shifts or within shifts that
a solar PV system designer should be aware of
b. Hourly electric load chart (if available)
c. Peak load MW – from name plate data or best estimate

2020
d. Electricity consumption for last 6 months and electric bills
2. Power System details
a. Electricity single-line diagram

2020
b. List of EVN connection points and rated voltage
c. List of Transformers and nameplate capacity
3. Roof and Roof structure details – as much information as possible e.g.
a. As built roof structural drawing showing layout and elevation, including beams,
purlins, rafters, supports, steel frame
b. Details on type/size of sections, profile of metal sheet
c. Building structure inspection report, roof strength evaluation report (if available)
4. Factory address, GPS coordinates and Google Earth view with buildings showing
factory perimeter
In certain cases, some information may not be available. Nike and the Factories will try to provide all
the required information to the extent possible/available. However, Offerers should submit the most
accurate proposal possible, with the available information, and clearly state any
assumptions made.
Offeror will have the opportunity to ask additional questions via online submission, and Nike will
provide aggregated answers to the extent possible. This information will be provided to all
interested Offerors during the bid period. Please note that it will not be possible to arrange for site
visits to the Factories until a later stage in the bid process, due to the prevailing Covid-19
situation. Hence it is the responsibility of the Offeror to generate the best informed “Desktop
Proposal” possible, including Frame Proposal and Individual Proposal, for all the Factories, based
on the information provided up to such point in the process.
Section 2.03 Site Visits
Based on evaluation of the Desktop Proposals (referenced in Section 2.02 above), the SSC
(referenced earlier in Section 1.03) will shortlist and select a few of the offerors (Shortlisted
Offerors) to proceed further in the bid process.
It is intended that the Shortlisted Offerors will all have access to visit all Factory sites to
gather information necessary for generating Final Proposals. It is the responsibility of the Offerors to
attend the site visit meetings and/or videoconference meetings to obtain additional information
required for bidding. Each site will have a guided tour for prospective Offerors if and when
local travel advisories (as determined by the Factory and/or Nike) allow for it. Once site visits are
organized, Offerors are expected to accommodate attending such site visits, as additional or
rescheduled site visits are unlikely to be possible in view of the prevailing Covid-19 situation and
are at the sole discretion of the Factory and/or Nike. During site visits, it is the responsibility of the
Offeror(s) to verify which areas are acceptable to the Factory for use for this Project. Offeror(s) will
also be required to verify the structural integrity of the buildings and roofing for their final design
use (albeit not exempted from detailed structural analysis by a certified engineer, as described in
Exhibit 7.C of this RFP, if awarded the Contract). Ascertaining any other site-specific issues
will also be the responsibility of the Offeror including underground infrastructure. A Factory
group representative will provide access to the site and answer any additional questions during this
time.
Section 2.04 Final Proposals

It is recognized that the Gross Power Rating of the Generating System estimated in the Desktop
Proposal may differ from the that the Final Proposal based upon information, particularly roof
information, gathered during the site visits. However, it is expected the Final Proposal’s Contract
Term and Lease/PPA pricing shall be substantially similar to that in the Desktop Proposal.
Specifically, any Final Proposal contract duration that is materially longer, or lease/PPA pricing
that is materially higher, than in the Desktop Proposal, must be justified, explained and
2020
substantiated - the lack thereof is grounds

2020
for rejection at the SSC’s sole discretion. All other elements of the Frame Contract and
Individual Contract are also expected to remain unchanged between the Desktop Proposal and
Final Proposal
Additional Evaluation Information – While it is not required as part of the proposal itself,
shortlisted Offerors who are invited to submit a Final Proposal should be prepared to provide
all of the following, within 5 working days, upon Nike or Factory’s request:
 PV modules information:
- Request PVSyst report
- IEC 61215 report
- IEC 61730 certificate
- Module datasheet
- Module Bill of Materials (BOM), including encapsulant and back sheet model and suppliers)
- Potential Induced Degradation (PID) test reports
- Long-term field performance and safety data
- Laboratory test data, such as accelerated life testing beyond requirements of
certifications agencies
- Extended-duration test reports
- Installation and maintenance manual
- Status of certifications (Underwriters Laboratories, International Electrotechnical Committee,
TÜV)
 Racking system information:
- Structural calculations and drawings
- Resistance to wind
- Corrosion, ultraviolet (UV), extreme temperature, humidity resistance
- Electrical continuity to earth ground (evaluate method of bonding to ground)
- Manufacturer or third-party test data
- Installation and maintenance manual
- Status of certifications (Underwriters Laboratories, International Electrotechnical Committee,
TÜV)
 Inverters and balance of system (AC and DC), transformers, switchgear, revenue metering,
data acquisitions systems (DAS), communications system (SCADA);
- Field performance and safety history
- Maintenance and calibration requirements
Lastly, upon end of the contract term, the Developer is responsible for:
 Dismantling of the Solar PV system after termination of contract, unless it has been taken
over or purchased by the factory;
 Safe disposal of the Solar PV system after its end of life, in accordance with
prevailing regulations, unless it has been taken over or purchased by the factory. Preference
will be given to environmentally friendly disposal options.

2020
Article III. General Terms and Conditions
Section 3.01 Overview
The Offeror will be responsible for financing, designing, engineering, constructing, installing,
operating, and maintaining the Generating system(s) at the solar development Site(s). The scope
of services requested in this RFP shall include, but not be limited to, securing sites, all permits, and
approvals from governing agencies, and providing all labor, services and equipment necessary to
design, procure, install, construct, test, commission, monitor, operate, and maintain fully operational
Generating systems. The proposal shall contain a detailed explanation of the complete project and a
delineation of all work tasks to be performed by the awarded Developer.
Section 3.02 Power Purchase Agreement or Lease Agreement

Selected Offeror(s) will be invited to negotiate a Power Purchase Agreement or Lease Agreement
under which the Solar PV renewable electricity generation service will operate (either being
referred to herein as the “Agreement”) in accordance with Vietnamese law. A Term Sheet
template for the Lease Agreement and Power Purchase Agreement is attached as Exhibit 12. The
Developer will also sign an Interconnection Agreement with the local distribution company.
Section 3.03 Identified Project Sites

The Factory Groups will not be responsible for Site conditions, including environmental
conditions, zoning and use restrictions, access, underground obstructions, or (in the case of rooftop
or carport sites) the structural integrity of rooftops or other facilities or their ability to support a PV
Generating System, safety or security of the Site, or the ability of the Site to support any specific
size or technology of PV Generating Systems, all of which must be verified by Offeror. Offeror, and
not the Factory Group, will be responsible for all costs associated with developing the Site, including,
but not limited to, Site preparation and governmental permits and approvals required to locate,
construct or operate Generating systems on any Site.
Section 3.04 Term of the Agreement

Offerors shall enter into Agreements with the Factory Groups for terms of twelve (12), or fifteen (15),
or eighteen (18) years from the Commercial Operation Date, as specified therein. Under the
Agreement, projects will be required to achieve the Commercial Operation Date by a date mutually
agreed upon by the Factory and Developer.
Section 3.05 Novation

Novation is recognizing a successor in interest or a name change. The Offeror or Developer shall
request a novation in writing providing complete explanation and description of transferee. This
request for novation will be reviewed for approval by the Contracting Officer representing the
Factory Group shall have opportunity to comment on the request. Approval of novation agreement is
at the sole discretion of the Contracting Officer representing the Factory Group, having determined
that the new entity is capable of meeting all contract requirements and obtaining any needed
financing. The execution of a novation agreement does not preclude the use of any other method
available to the Contracting Officer to resolve any other issues related to a transfer of Developer
assets, including the treatment of costs. Any separate agreement between the transferor and
transferee regarding the assumption of contractual obligations and liabilities should be referenced
specifically in the novation agreement. The novation agreement is to be signed by the transferor,
the transferee and the Factory Group Contracting Officer.
Section 3.06 Compliance to Competition Law

2020
Offerors represent and warrant to Nike that the prices they will present as part of its bid will be
arrived at independently, without consultation, communication or agreement with any other
proposer for the purpose of restricting competition; such prices will not be knowingly disclosed
by the Offerors to any other proposer; and the Offerors will not make any attempt to induce any
other person to submit or not to submit a proposal for the purpose of restricting competition.

2020
Exhibit 1 – Proposal Transmittal Form
Date:
Nike, Inc.
To Whom It Concerns:
The undersigned (hereafter referred to as the Offeror) hereby proposes and agrees to
furnish the requested proposal information for:
RFP NO. NIKE.SOLAR.VN.202009
ON-SITE SOLAR AGREEMENT
FACTORY GROUP
in accordance with the Scope of Work, General Terms and Conditions, and other procurement
requirements specified in this document for the prices stated in the itemized proposal form(s)
attached hereto, plus any and all sums to be added and/or deducted resulting from all extra
and/or omitted work in accordance with the unit and/or lump sum prices stated in the
itemized proposal form attached hereto.
The undersigned has read and understands the proposal requirements and is familiar with and
knowledgeable of the local conditions where the work is to be performed. The Offeror has read
the RFP Instructions and General Terms and Conditions attached to ascertain that all of the
requirements of the cost proposal are uploaded to the box.com link provided, by the specified date
and time. The undersigned understands and accepts the terms of the proposal requirements.
Signed
Seal
Date

2020
Exhibit 2 – Pricing Proposal Form
Offerors shall fill out the forms in this Exhibit as part of their proposal. A separate form
must be provided for each factory, for each (one or more) of currency, contract term,
payment mode, and offtake options that the Offeror would like to propose.
For format illustration only – note that this information must be submitted on the Excel
spreadsheet format form(s) provided herewith.
1. Lease Term or PPA Term: years, beginning on the Commercial Operation Date
2. Environmental Incentives and Environment Attributes: Accrue to Factory i.e. electricity

offtaker.
3. Payment mode and Currency:
a. Lease Payment: Offeror to specify an effective electricity tariff (in VND per kWh, or
USD per kWh) as:
i. fixed tariff, or
ii. fixed tariff with uniform annual escalation
The aforementioned tariffs will follow from a schedule of lease payments (as
described earlier in this RFP in Article I, Section 1.01) – if the Offeror’s proposal
is subsequently selected for the Project, such Offeror will complete the table
below of annual lease payments instead of the effective electricity tariff, for inclusion
in the final contract, to be in compliance with applicable legal, regulatory and
accounting requirements.
Contract Year Estimated Annual VND or

Generation (kWh) USD/year
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15

2020
16
17
18
b. PPA Payment: Offeror to specify electricity tariff (in VND per kWh, or USD per
kWh if Offeror is specifically permitted by applicable laws and governmental
authorities of Vietnam) as:
i. fixed tariff, or
ii. fixed tariff with uniform annual escalation, or
iii. fixed discount to EVN retail rate.
4. Offtake Option:
a. Take-and-Pay – Factory pays only for solar power consumed (and not for anything
they don’t consume); or,
b. Take-or-Pay – Factory pays for all the solar power generated (regardless of whether
they can consume it)
5. Contract Termination Schedule: Offeror to complete the table below. Price for each year
represents the cost to the Factory Group to purchase the system at the end of the contract
year. The price at the end of the term shall be zero or a nominal sum.
End of VND or
Contract Year USD/year
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
(Note that is certain specific cases, this table may be omitted from the contract to avoid
unfavorable accounting/regulatory treatment. In such cases Fair Market Value of the PV system,
as applicable, shall be determined by the mutual agreement of the Factory and the Developer)

2020
6. Condition Satisfaction Date: , 20
7. Anticipated Commercial Operation Date: , 20
8. Factory Group Options to Purchase System. [_] None [_] or as set forth in [Specified
Section] of the Agreement.
9. System Installation:
Includes: [_] Design, engineering, permitting, installation, monitoring, rebate application and paperwork
processing of the Generating System.
[_] Limited Warranty.
[ ] List of Approved Qualified Sub-contractors [_] Any like substantive equipment, in the
sole discretion of the Developer.
[_] Provincial or Utility Rebate, if any. Describe:
Excludes: Unforeseen groundwork (including, but not limited to, excavation/circumvention of

underground
obstacles), upgrades or repair to the Factory or utility electrical infrastructure, payment
bonds, performance bond(s), prevailing wage construction, tree removal, or tree trimming.

2020
Exhibit 3 - System Description
For format illustration only – note that this information must be submitted on the Excel spreadsheet format form provided herewith.
Offeror to fill in all cells in yellow in the table below:
Est. Annual Gross Power System Expected First Year Expected Structure Ground
Factory Power
Factory # Utility Rating Size (AC Energy Production Mount / Roof Mount / Expected Expected
Code Purchased (MWp) kW) (kWh) Parking Structure / Other Modules Inverters
(kWh)
Module Manufacturer: (Itemize if different at various factory locations)
Inverter Manufacturer: (Itemize if different at various factory locations)
Nike Solar RFP – Vietnam – 30-Sep- 2

Exhibit 4 - Factory Premises, Building, Electrical and Operational Information
Drawings and data in shared in Factory-specific box.com folder – for convenience of viewing, a
numbering/lettering convention similar to that in Article II, Section 2.02 has been adopted for naming each
factory’s information files in box.com

Exhibit 5 - Credit Information
Promptly following the execution of this Agreement, Factory Groups shall supply Developer with the following
credit information:
FACTORY GROUP INFORMATION

Name: Factory Group Name, [Inc.] Tax ID:
Previous & Other Names: Website:

Corporate Address:
City, Province, Zip
Phone Number: ( ) - Fax Number: ( ) -
Entity Type Public Private Partnership Sole Prop LLC JSC Other
Check One: Limited Limited
Property Address for Solar Installation: Province: Zip Code: Property Owned by
Applicant
o YES
o NO
Property Type Name of Property Owner if Not Applicant
Information Requested: Please submit the information required below via electronic format to @ .
Corporate Records
□ Copy of Enterprise Registration Certificate, Investment Registration Certificate (if any), Articles of
Incorporation, Partnership Agreement, Fictitious Name Statement or Organizational formation
Documents (If applicable).
Financial Statements
□ Last two (2) years of CPA audited, reviewed, compiled statements (Balance Sheet, Income Statement, Cash
Flow).
Real Estate Documents
□ Lease with Premises/Sites Owner or land lessor or the State
□ Copies of Mortgage, Liens, Encumbrances or Third Party Security Interests in the Premises
Developer may request you provide additional documentation to complete the credit evaluation process. Developer
will notify you if additional information is required.
Signature Title Date

Exhibit 6 - Easement Agreement
This EASEMENT AGREEMENT (this “Agreement”) is made and entered into this day of
, 20 (the “Effective Date”), by and between (“Grantor”),and
(“Grantee”).
Recitals
A. Grantor is the land user/owner of those certain parcels or tracts of ground located in , known as
Lot , Block , and more particularly described by metes and bounds on
Attachment
A attached hereto and incorporated herein (all of which parcels or tracts of ground are referred to herein
as the “Premises”).
B. Grantor and Grantee entered into a certain Solar Lease Agreement or PPA Agreement (the “Solar
Agreement”) pursuant to which the Grantee has agreed to design, construct, install, operate and maintain a certain
solar photovoltaic system on the Premises (the “System”) for the purpose of providing electric energy to portions of
the facilities or Factory (the “Factory”) located on the Premises.
C. Grantor desires to grant to Grantee the rights described herein for the purposes of designing, installing,
operating, maintaining and removing the System on and from the real property attached to the Premises
("Property").
Agreement
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below,
and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged and confirmed by
Grantor, Grantor and Grantee hereby agree as follows:
1. Grant of Easement. Grantor hereby grants and conveys unto Grantee, its successors and assigns, a non-
exclusive easement for the period of time set forth herein, across, over, under and above Factory in order to
construct, install, alter, protect, repair, maintain, replace, operate, maintain and remove the System,
including any related interconnection equipment and any facilities or equipment appurtenant thereto as
Grantee may from time to time require. Grantor also hereby grants and conveys unto Grantee all other
easements across, over, under and above the Property as reasonably necessary to provide access to and
services reasonably required for Grantee’s performance under the Solar Agreement. The easements granted
hereunder shall run with and burden the Property for the term of this Agreement.
2. Term. This Agreement shall be for a period commencing on the Effective Date and expiring on the date
that is the earlier of (a) the twentieth (20th) anniversary of the Effective Date, and (b): one hundred
twenty (120) days following expiration of the term of the Solar Agreement, and (c) earlier termination of
the Solar Agreement. No delay or interruption by Grantee in the use or enjoyment of any right or easement
hereby granted shall result in the loss, limitation or abandonment of any of the right, title, interest,
easement or estate granted hereby.
3. Obstructions. In addition to the rights afforded Grantee under the Solar Agreement, Grantee may from
time to time remove structures, trees, bushes, or other obstructions within such portions of Factory, and may
level and grade such portions of the Property, to the extent reasonably necessary to carry out the purposes
set forth herein; provided that Grantor gives its prior written consent to such removal, leveling or grading,
such consent not to be unreasonably withheld, delayed or conditioned. Grantor covenants for itself, its heirs,
successors and assigns that:

a. Grantor will not build or place, or allow to be built or placed, any structure or obstruction of any
kind within such portions of Factory on which is located any portion of the System, including any
related interconnection equipment; and
b. if such a structure or obstruction is built or placed within any portion of Factory on which is
located any portion of the System, including any related interconnection equipment, Grantor will
remove the same at the request of the Grantee at no cost to the Grantee. Grantee may erect a
fence on such portions of the Property or Factory on which any portion of the System, are located in
order to exclude Grantor and others from accessing such areas provided that Grantor gives its prior
written consent, such consent not to be unreasonably withheld, delayed or conditioned.
4. Reservation of Rights. Grantor reserves the right to use or authorize others to use the Property and
Factory in any manner not inconsistent with or which will not unreasonably interfere with the rights granted
herein, provided, however, that Grantor shall not, nor shall permit others to, disturb the System,
including any related interconnection equipment, in any way without prior written approval of the
Grantee.
5. Recordation; Possession. This Agreement may be recorded against the Property by Grantee at Grantee’s
sole cost and expense. Grantor covenants and agrees, for itself and its assigns and successors, that the
Grantee shall be entitled to exercise its rights under this Agreement upon execution and delivery of this
Agreement by the Parties hereto, whether or not this Agreement is recorded.
6. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with,
the laws of the Vietnam, without regard to conflicts of law principles.
7. Severability. All provisions of this Agreement are severable, and the invalidity or unenforceability
of any provision shall not affect or impair the validity or enforceability of the remaining
provisions.
8. Binding Effect; Successors and Assigns. Grantee shall have the right to assign, apportion, or otherwise
transfer any or all of its rights, benefits, privileges, and interests arising in this Agreement in accordance with
the terms of the Solar Agreement. Without limiting the generality of the foregoing, the rights and obligations of
the Parties shall inure to the benefit of and be binding upon their respective successors and assigns. This
Agreement may be amended, modified or terminated only by written instrument, executed and acknowledged
by the Parties hereto.
9. Headings. The headings used herein are for convenience only and are not to be used in interpreting
this Agreement.
10. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject
matter hereto and supersedes any prior written or oral agreements with respect to the matters described
herein.
11. Amendments; Acknowledgments. Grantor shall cooperate in amending this Agreement from time to
time to include any provision that may be reasonably requested by Grantee’s lender, any assignee of
rights under this Agreement, or the lender of any assignee hereunder.
12. Agreement Execution. This Agreement shall be made and executed by the Grantor and the Grantee in
four (4) original copies, each of the parties shall keep two (2) original copies.

[signature pages follow]
IN WITNESS WHEREOF, this Easement Agreement has been executed and delivered under seal on this day
of , 20 .
GRANTOR:
By:
Print Name:
Title:
GRANTEE:
By:
Print Name:
Title:

Exhibit 7 - System Requirements
A. PV System Requirements
All PV hardware and rack components shall be corrosion resistant material such as stainless steel, aluminum or
hot- dipped galvanized steel. The minimum PV module efficiency shall be 15% to ensure the effective use of the
limited roof space.
The PV Systems shall comply with applicable codes and standards, and all of the Electrical Distribution Company (EDC)
(whether EVN, its authorized entities or otherwise) and other interconnection requirements.
The Developer shall comply with all regulations that apply to the work to be performed and requirements of
other authorities having jurisdiction and is responsible for all permits and licensing requirements required for
construction and operation of the PV systems, and also for related operations of the Developer outside of the
Vietnamese Factory sites.
The Developer (not the Factory) is responsible for all operation and maintenance of the PV systems. It is the
responsibility of the Developer to know laws and regulations that construction and operation of the PV systems
are subject to.
Developer shall also comply with EDC requirements regarding interconnection and operation of the PV
Systems.
B. Renewable Energy Credits (RECs) and Incentives
The Agreement between the third-party Developer and the factory should explicitly state that the Factory has
ownership of all Green Rights, broadly defined to include all Environmental Attributes (EAs) and offsets, now
existing or that may get recognized in the future, for all the electricity produced by the PV system regardless of
whether the Factory consumes it; The Developer will transfer, retire or confirm Green Rights to Factory at its
reasonable request, and the Developer will not take action that prevents Factory from claiming Green Rights or
the use of renewable energy from the PV System.
The Offeror may take advantage of any tax credits, accelerated depreciation, and/or any other tax incentives
that are available to it as systems owner. However, the Factory does not represent, warrant, or Guarantee that the
provisions of this Contract will result in tax or other incentive eligibility and/or benefit. The Factory does not
represent or guarantee that this Contract will be treated in any particular manner under Generally Accepted
Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS) or rules of the tax
authorities.
The Developer shall be responsible for determining the source, value, and availability of all other applicable
financial and/or tax incentives made available by the EDC, local government, national government and/or other
entities; currently available or subsequently made available in connection with the PV Systems; which shall be
applied to the Developer’s cost proposal.
The Factory will assist the Developer in their efforts to obtain any incentives. The Factory does not guarantee or
warrant that Developer will be able to obtain any of the credits, exemptions, tax breaks, incentives or other
benefits discussed herein.
C. Detailed Premises Information

The PV Systems shall be installed on the Premises (rooftops or land areas) of the Sites/facilities identified in
this RFP All available information regarding the Premises can be found in Exhibit 4 and Exhibit 11, which includes
building and
operational information/specs/drawings that has been collected to date, including electrical information, roof age, and
roof warranty details. The rooftop assessment summaries provided with this RFP provide an initial estimate of
available roof area on each candidate building. These assessment summaries are for initial planning purposes only
and must be field verified by the Developer (subject only to, and not beyond, any movement control orders of the
local government).

Developer will be charged with any knowledge that it obtained or should have obtained via site visit or other
reasonable site investigation.
The cost for a relocation of each of the PV Systems is requested, in case roof replacements and/or repairs are
necessary. Any such relocation could occur at any time during the term(s) of the Contract. The relocation costs
bid shall include removal, storage, reinstallation and three (3) months of lost revenues (the assumed maximum time
period that the PV system will be off-line). At the tenant’s request, the Developer shall provide guidance and training
for the tenant or the roofing Developer to relocate all or part of the PV System for any necessary roofing projects (at
tenant’s sole discretion and cost).
Incidental repairs to small sections of the roof shall require partial PV system removal and reinstallation and shall be
paid by the Factory at the relevant option price pro-rated based on the kW removed/reinstalled, but not less than
VND 12,000 per incident.
The Developer shall ensure that the proposed PV project is compatible with all aspects of the building, including, but
not limited to electrical, structural, roof warranty (where applicable), lightning and fire protection, as well as security
and other building operations. The PV arrays and balance of systems components (inverters, combiners, switchgear,
conduit) including supports and power conductors shall not interfere with roof drains, expansion joints, air
intakes, existing electrical and mechanical equipment, existing antennas, lightning protections systems or any other
building equipment. Areas where wiring, conduit or other PV System components passes through ceilings, walls, or
other parts of the building shall be properly restored, booted, sealed, and returned to original condition
after wire installation.
The selected Developer must conduct a structural analysis and waterproofing study of each roof and design
the PV Systems to ensure the structural integrity of the PV installation and to ensure no roof leaks and that the
structure of the building is not compromised. The structural analysis and waterproofing study shall include but not
be limited to: the weight of the PV Systems itself, wind, rainwater, snow/hail (if any) and seismic loads. Structural
analysis shall include consideration of concentrated loads as equipment is staged prior to installation or during re-
location of the PV Systems due to roof replacement. The information in Exhibit 4 is provided as background
information, but the Developer is ultimately responsible for performing its own field investigations and
determination of optimal PV system design.
Structural analysis and drawings in support of the calculations shall be prepared by a Professional Structural
Engineer registered by the authority having jurisdiction and shall be submitted to the Factory Group for review.
The calculations and the drawings shall be signed and sealed by the registered engineer performing the
calculations.
The Factory seeks to avoid roof penetrations and therefore is specifying ballasted systems where feasible considering
structural limits and roof slope. The Developer’s design engineer shall design mounting systems in cooperation with
their structural engineer and in compliance with requirements of the Roof Manufacturer and Roof Warranty Holder
on the roof (when applicable), and observe procedures specified by them, so that the roof warranty is not
voided, to the extent reasonable and customary under industry practices. Roof-mount details shall be proposed
by the Developer and reviewed/approved by the Factory. Where roof penetrations cannot be avoided, they shall
be properly sealed.
If the structural analysis and waterproofing study shows that the roof requires major alteration or repair, either the
Factory will pay for the alteration or repair, the lease or PPA price can be adjusted and the Offeror can pay for
the alteration or repair, or the building can be eliminated from the project. The Developer shall be responsible
for minor roof or other necessary repairs/upgrades prior to PV System installation. In addition, the Developer shall
be responsible for all damage to the roof during construction.
If the existing roof system is under a warranty, the Developer and any sub-contractors shall engage the Roof
Manufacturer, Roof Warranty Holder, and/or any other companies involved with pre-existing roof service contracts
or warranties to consult regarding the PV System design; applied stresses; materials compatibility; installation
details and methods; and repairs to any damage to the roof during installation. Many suppliers have published
procedures outlining

requirements for PV system installation, and the Developer shall observe any such guidance from the Roof
Manufacturer. Developer shall ensure a watertight and structurally sound installation and ensure that the PV System
does not void the roof warranty. The Roof Warranty Holder shall be allowed to provide design review and oversight
during the installation to ensure work is performed in accordance with approved methods. The Developer shall
provide documentation to the Contracting Officer of the Roofing Warranty Holder’s PV System recommendations and
requirements to ensure that the roof warranties remain in good standing. The Developer shall provide descriptions of
materials and manufacturer's shop drawings indicating that the materials are compatible and that the methods of
installation are approved in order to ensure the warranty remains in effect. It is preferable for the original Roof
Manufacturer and Roof Warranty Holder to provide this oversight, however if not feasible, then other roofing
companies of similar qualifications and familiarity with the specific roof type and products may be engaged
instead, with Factory approval.
An uncompromising commitment to safety is required. The Developer shall involve the local fire authority or
organization responsible for fire protection to provide design advice and design approval. Design shall include
requirements for pathways through the array, cutouts where firefighters can pass each other, and where they
can lay down equipment, required markings and signage, and other important information. The Developer shall
review PV System designs with the fire authority to ensure compliance. The Developer shall invite local firefighters to
a training session where firefighters will be shown how the system works, how to shut it down and determine
where to post the permanent instructions and required markings. Arrays must have at least a one-for-one set-
back or two meters whichever is greater, from any roof edge. This requirement supersedes requirements in
any other referenced RFP documents.
The Developer shall remove or relocate all or parts of the array as necessary to accomplish roof repairs or
replacement. The Factory will provide as much notice as possible regarding removal of PV modules, and the cost
of removal and lost revenue will be as established in the contract. In the event of the need for emergency roof
repairs, the factory must notify the Developer, who will within two (2) hours from time of notification or otherwise
contractually specified, be on site to perform the services to remove the PV array or section of PV array to the extent
necessary to perform said emergency roof repair.
D. Access to Factory Buildings
The Factory will authorize the Developer to install, own, repair, operate and maintain the PV Systems on
Factory roofs and allow its agents and employees the right to enter the Factory real property in order to access the
roofs upon which the PV Systems are located. Access will be granted for any proper purpose under this Contract,
including use of the Premises agreed upon by the parties hereto for the construction, installation, operation, repair,
replacement and maintenance of the PV Systems. It is expressly agreed upon, acknowledged, and understood that the
Factory may limit or restrict the right of access herein granted in any manner considered to be necessary for national
security, or in the event that this Contract is terminated. The Developer will be granted limited access after the
end of the contract for PV System removal and premises restoration. The Developer shall have six (6) months
for PV System removal and restoration unless they have written permission from the Factory Group for a
time extension.
Measures shall be taken to enhance electrical and physical safety, as well as to ensure access for Developer and
Factory personnel working on the roof. The Developer shall not design the systems, or otherwise restrict or
interfere with the performance of work by Factory employees who are responsible for the maintenance or repair of
other rooftop equipment.
1. Construction Phase Access

The Developer shall submit for approval a construction plan and schedule (see Section F.5.1.1) including, but
not limited to, scaffolding, shoring and crane location with appropriate structural calculations. The schedule
shall minimize disruption of day-to-day activities, utilities, and services. During the construction phase, the
Developer must produce and submit work schedules every two (2) weeks and provide schedule updates as they
occur between the official submittals. Site access must be arranged two weeks in advance, although Factory
may permit access with less notice at the Factory's sole discretion. Construction of the systems shall be

performed in such a way as to avoid impact to Factory activities, or cause any damage to the building, roof
or other systems in the building. If

power outages or other disruptive activities are planned, these will require the approval of the Factory building
manager at least two (2) weeks in advance and be at a time acceptable to the Factory (generally outside of
normal working hours).
2. Operational Phase and Roof Replacement Access

During the operational phase, the Developer's personnel, or personnel of designated Sub-contractors, will be
given reasonable access to the site for maintenance of the systems. Site access must be arranged two weeks in
advance, although Factory may permit access with less notice at the Factory's sole discretion. Maintenance
activities shall be performed in such a way as to avoid impact to Factory activities or cause any damage to
the building or other systems in the building. If a disruptive activity (e.g. a power shutdown) is necessary
for a maintenance or repair activity, it must be scheduled at least two weeks in advance with the Factory
building manager, and in general will be required to be performed outside of normal building working hours.
O&M shall be conducted per Section 7.8.
3. Normal Work Hours

The Developer shall schedule work to be within the normal working hours between 7:00 AM and 5:00 PM
Monday- Friday or as specified by the Factory, exclusive of holidays, unless otherwise specified by the
Factory. However, work may be performed at night when the PV Systems is not producing if it can be
scheduled without disruption to building operations and security. Depending on the type of work (such as
crane work) to be performed and associated noise levels that would interrupt the operations of the building
occupants, the Developer may be required to conduct operations during evenings and weekends. The Developer
shall communicate work conditions that may create increase noise levels or affect the operations of the facility
occupants to the Contracting Officer 72 hours in advance of planned activities. Work shall not commence
without the express approval of the Contracting Officer.
4. Construction Permit Requirements

The Developer must comply with all applicable regulations. They shall apply and pay for all relevant permits,
including coordinating any restriction of traffic/pedestrian flow and/or any necessary road closures, as well as any
potential compensation for lost parking revenues.
5. Developer Staging Area

Maintain electrical equipment only in electrical room space approved for Developer use by the Factory
Group or other building owner. Parking and laydown areas for equipment and materials shall be coordinated
and controlled by the Factory or authority having control and used only for the indicated period of time and
for the indicated purpose. The Developer shall hold and save the Factory, its officers and agents, free and
harmless from liability for the safety of any stored materials. The Developer is responsible for safeguarding all
stored materials. The Developer shall submit staging/lay-down area requests at least two weeks in
advance.
6. Solar Shading
The Factory will take reasonable steps as necessary within the buildings under its control to prevent other
buildings, structures or flora (outside of the PV Systems) from overshadowing or otherwise blocking access of
sunlight to the PV Systems. The Factory is not responsible for actions by surrounding buildings outside of
the control of the building owner.
E. Electrical Requirements
It is expected that none of the systems will generate more electricity than the building typically uses, so any export of
electricity to the grid is anticipated at minimum, and avoid maximizing PV system capacity solely for the purpose of

selling the excess power to EVN, utility or any third party. The Developer is responsible for these measures
as a provision of the interconnection to the Building Electrical Distribution System.
1. Electrical Modifications and Interconnection

(a) Interconnection to the Building Electrical Distribution System
The Developer is responsible for interconnection of the PV System with the building electrical
distribution system. The Developer shall propose the electrical design, including voltage and
phase configuration, and the Point of Interconnection to the building electrical distribution system
for approval by the Factory and other involved parties such as the EDC and fire authority. The
Developer is also responsible for proper circuit sizing, overcurrent protection and coordination with
existing over-current and voltage regulation schemes beyond the Point of Interconnection. Approval
by the Factory, EDC and Authority Having Jurisdiction is required for any proposed
modifications or upgrades to the building electrical system. All interconnection costs and
equipment modifications shall be at the Developer’s expense.
(b) Interconnection to the EDC Electrical Distribution System

The Developer is responsible for complying with all EDC interconnection requirements, providing
all necessary PV Systems details for the interconnection applications and funding any fees and/or
required interconnection studies to be performed by the EDC. The application shall be submitted as
soon as the required information is available. The Developer is fully responsible for securing
necessary approvals from the EDC for any EDC-required upgrades and all Interconnection
Agreement requirements. The Factory Group will cooperate as necessary to facilitate the process
and will sign the Interconnection Agreement if needed. The Developer shall allow 30 days for any
necessary Factory signatures on the Interconnection Agreements.
The PV Systems shall consist of all equipment necessary to generate and deliver electricity to
the Vietnamese site’s Point of Interconnection, and the Developer shall meet all needs associated with
the PV Systems interconnection to the EDC electrical distribution systems and shall perform all
work and provide all required equipment. This includes, but is not limited to, step-up transformers,
switching, overcurrent protection, isolation capabilities, etc. to provide a working system. All
interconnection costs (applications, studies, equipment upgrades, etc.) shall be borne by the
Developer.
The PV Systems Point of Interconnection will be specified by the Developer in the

interconnection application and the resulting interconnection agreement. In the event of a systems
outage from the EDC, the PV Systems will isolate and disconnect from the EDC electrical systems.
Upon power restoration, PV Systems will automatically reconnect to the EDC electrical systems.
The Developer shall work with the Factory Group and each building’s designated staff member
for electrical design review and approval.
2. Description of Equipment and Controls

The Developer shall provide all equipment including but not limited to overcurrent protection devices
and metering necessary to connect the systems(s) to the electrical distribution systems. All overcurrent
devices and each PV Systems component shall be labeled. The labels shall match the final as-built
drawings.
a) The Developer shall integrate PV Systems lightning protection with building lightning
protection systems and provide surge protection on all electrical systems. Lightning protection
and grounding shall comply with applicable codes and standards.

b) Information regarding electrical panels and switchgear is included in Exhibit 4 to the extent that it
was collected during site visits (and as provided by the Factory if site visits were not possible
to due to Covid related movement control orders in the area local to the Factory). Inverters on
roofs exposed to weather (moisture and sun) are only allowed as last resort; where no other
options exist. In this case, a simple three-sided shed-type structure shall be constructed to protect
the inverter from direct exposure. All inverter locations are to be approved by the CO and/or
the Contracting Officer Representative (COR). The COR shall consult with the building owner
or their representative if applicable.
c) Some of the buildings may require control of inverter set-points and other features
including curtailment of PV Systems output in order to avoid reverse power for buildings
with network protectors. Inverter features such as non-unity power factor will be permitted upon
mutual agreement of the Factory and the EDC, as per IEEE 1547. IEEE 1547.8 provides
recommended practices for high penetrations of PV and is still in progress but is expected to
extend the permissive capabilities in IEEE 1547. Sections of the pre-existing IEEE 1547 standard
are also being updated to reflect the new capabilities, such as IEEE 1547.1.a on testing. Since
this standard is evolving rapidly, Developer shall refer to the most recent available at the time of
reference and consult with EDC on application of the standard.
d) In anticipation of pending code revisions, and also to provide the available safety features, PV
Systems shall include automatic arc-fault detection, interrupt and alarm (operational indicator).
Developer shall include detection of residual DC current and disconnection of faulty circuits and an
alarm alert to the Developer in its capacity as Operator. For ungrounded systems, Developer shall
include an automatic test of isolation resistance, and if the integrity of the electrical insulation does
not pass this test then the system must automatically shut down and an alarm alert sent to the
Developer in its capacity as Operator. PV source circuit equipment shall provide for string-level
shut off; and this requirement may be achieved by removal of the string fuse in a touch-safe
fuse holder or by a circuit breaker.
e) Systems shall be designed for less than 600 VDC with respect to ground (bi-polar
configurations acceptable) unless the Factory, EDC, and authority having jurisdiction agree to
higher voltage levels.
f) Systems shall utilize only copper wire (not aluminum) unless the Factory, EDC, and authority
having jurisdiction agree to other materials. Wire shall not lie exposed directly on roof surface
or floors. Conduit runs longer than 30 feet shall have expansion unions, and all unions shall have
anti-abrasion bushings to avoid damage to wire insulation. Conduit or raceways should be installed
near ridge or hip or valley of the roof to avoid trip hazard and improve appearance of the
installation. Steps or ramps shall be provided to cover conduit crossing designated
pathways.
g) Due to potential damage from rodents and future digging, power cables shall not be buried
directly without conduit.
3. Codes, Standards and Regulations

Design and Construction of this PV System shall, to the maximum extent feasible, be in compliance with one of
the nationally recognized model building codes and with all applicable national, provincial and local codes. The
latest edition of the recognized codes, including the current accumulative supplements, in effect at the time of
contract award shall be used throughout design and construction of the project. Developer shall comply
with all codes adopted by all authorities having jurisdiction.
Additionally, compliance with the following standards is required:
(a) International Code Council (ICC).

1. International Mechanical Code (IMC).

2. International Plumbing Code (IPC).

3. International Building Code (IBC)
4. International Fire Code (including but not limited to Section 605.11); requires access and
clearance around roof areas and other requirements related to fire protection.
(b) Occupational Safety and Health requirements of Factory Group, Nike, Inc. and any authority
having jurisdiction.
(c) Code related to Steel Construction adopted by any authority having jurisdiction.
(d) Codes related to concrete construction
(c) Codes related to Wind Design Loads for Structures
(d) International Electrotechnical Commission (IEC);

1) IEC 61215 and IEC 61646 Design Qualification and Type Approval for crystalline silicon
and thin film PV modules.
2) IEC 61724 Photovoltaic systems performance monitoring – guidelines for measurement,
data exchange and analysis
3) IEC 61730 Photovoltaic (PV) module safety qualification
4) IEC 61727 Photovoltaic (PV) systems – Characteristics of the utility interface
5) IEC 62093 “Balance-of-system components for photovoltaic systems - Design
qualification natural environments”
6) IEC 62109 “Safety of power converters for use in photovoltaic power systems” both
Parts 1 and 2.
7) IEC 62446 Grid connected photovoltaic systems – Minimum requirements for
systems documentation, commissioning tests and inspection
8) IEC 62548 Installation and Safety Requirements for Photovoltaic (PV) Generators
(a) Compliance with Environmental Regulations
Developer shall comply with environmental regulations for the authority having
jurisdiction. The Developer shall provide, at the Developer’s sole cost and expense,
the following:
(a) Hazardous Materials/Due Diligence – The Developer shall indicate if any hazardous materials will
be disturbed, encountered or used in the construction of these Solar Panels. The Developer shall
provide all appropriate mitigation measures, if required, to reduce impacts to insignificant levels.
See Exhibit 7, Section P, “Hazardous Substances Control.”
(b) Noise Pollution – The Developer shall provide a description of construction activities and
mitigation to reduce noise related to construction.
(c) Traffic Impacts – The Developer shall provide mitigation measures to reduce traffic impacts on
local streets during construction e.g., road/sidewalk closures, use of cranes, etc.
(d) Jurisdictional Approvals – The Developer shall provide required development approvals from the
country and/or municipality. It is understood that conformance to all applicable approvals are at
the sole cost and expense of the Developer.
(e) Storm water Runoff Management – The Developer shall provide sufficient documentation to
demonstrate that the Developer shall not change the pattern of storm water amounts or runoff.

If the

project involves digging/trenching in soil of an area more than 16 linear meters, the Developer
must provide an erosion and sediment control plan.
(b) Interference
The PV System shall not emit electromagnetic interference (EMI) that interferes with other
communications and incoming EMI shall not cause problems with the control or performance of the
PV System. If the PV System emits EMI, the Developer shall turn off the system and take measures
(cancellation, shielding, ferrite choke, etc.) to eliminate the emission of EMI prior to re-start of
the system.
(c) Cyber Security

All equipment to be installed at Factory sites may be subject to cyber security screening in order to
ensure that no security vulnerabilities are exposed, or data breaches are created.
F. System Operations and Maintenance

The Developer will be responsible for all aspects of operating and maintaining the PV Systems to meet the delivery
requirements of the Agreement. The Developer shall maintain the PV Systems and all electrical equipment following all
applicable code requirements and keep such equipment safe so as to avoid injury to personnel on the roof or surrounding
areas; and shall inspect the systems on appropriate intervals but not less than once-per-year and perform preventative
maintenance to ensure the PV Systems are intact, safe and functioning properly.
The Developer shall provide training for designated Factory personnel in the equipment that they might encounter
and in operations related to the PV Systems that they might need to perform. The Developer shall provide the
Factory with written shutdown procedures. The Factory shall be permitted to videotape this training for
official use.
Preventive maintenance work includes periodic equipment inspections, replacement of filters, test, calibrations,
and other preventive maintenance tasks, including those specified by the original equipment manufacturer, to
ensure that systems operate as intended.
The Developer shall prepare a written preventive maintenance work procedure and checklist that covers all
preventive maintenance requirements.
G. Maintenance & Repair Work
Emergency Maintenance & Repair Work
The Developer shall promptly notify the Factory if it becomes aware of an emergency condition, any material
malfunction in the operation of the PV Systems, any damage to or loss of the use of the PV Systems, any
circumstances that could reasonably be expected to adversely affect the PV Systems, and/or of their discovery of
an interruption in electricity supply.
The Developer shall promptly (as soon as reasonably possible, but no longer than 24 hours) notify the
Factory if it becomes aware of any event or circumstance that poses an imminent risk to human health, the
environment, the PV Systems or the Premises. For safety issues, the Developer shall immediately dispatch (not
to exceed 48 hours) the appropriate personnel to perform the necessary repairs or corrective action in an
expeditious and safe manner. The Developer will be provided with contact information for the Factory
personnel at the time of award.
The Factory will promptly notify the Developer if it becomes aware of any significant damage to or loss of the
use of the PV Systems or other circumstances reasonably expected to adversely affect the PV Systems. Initial
Developer response by telephone to notification of a need for repair shall be as soon as reasonably possible.

H. Non-Emergency Maintenance & Repair Work
For corrective maintenance that does not involve a safety hazard, the Developer shall notify the appropriate
Factory contacts as soon as reasonably possible, but within five (5) Business Days, and coordinate with building
staff regarding building access and acceptable work hours to make the required repairs, subject to required
notification requirements.
The Factory will promptly notify the Developer if it becomes aware of any minor damage to or loss of the use
of the PV Systems or other circumstances reasonably expected to adversely affect the PV Systems. Initial Developer
response by telephone to notification of a need for repair shall be within five (5) Business Days.
The Developer shall provide the Contracting Officer with a written list of its emergency points of contact (name
and phone number) for use by the Factory during the Contract Term. The Developer shall designate a point of
contact(s) to work with each COR identified by the Factory for each building to establish procedures such that each
Party may provide notice of such conditions requiring Developer’s repair or alteration at all times, twenty-four (24)
hours per day, including weekends and holidays.
Changes to the Developer’s point of contact information shall promptly be reported, in writing, to the Contracting
Officer.
In the event the Developer fails to respond as required in the Contract and in the event of emergencies, the Factory
may incur expenses to perform emergency repairs to Developer -installed equipment as well as Factory equipment
for which the Developer assumed maintenance and repair responsibilities. The Developer shall indemnify and hold
the Factory harmless in such cases where the Developer fails to respond appropriately or responds negligently, and
the Factory responds to remedy the emergency situation. The Developer shall promptly reimburse the Factory for
any and all costs incurred in responding to such emergencies. Such reimbursement may include the Developer
adjusting the payment schedule, as necessary, for the Factory to recover such costs.
The Developer shall maintain adequate and necessary records of inspections and maintenance, which will be
made available to the Factory throughout the duration of the Contract. These records will contain at a
minimum the PV Systems affected, date of repair and/or replacement implemented, and description of activities
performed. A summary of all records related to maintenance shall be provided to the Factory within four weeks of a
request by the Factory for the maintenance records.
Emergency maintenance and repair work is defined as maintenance or repair necessary to correct an existing or
imminent failure or to protect the safety or health of the facility occupants and prevent adverse impacts on
property.
I. Metering and Meter Reading Services

The electric energy delivery of the PV Systems shall be measured by utility grade metering equipment of
standard manufacture to be furnished, installed, maintained, repaired, calibrated, read, and reported by the
Developer at its expense. When more than a single meter is installed at a service location, the readings
thereof may be billed conjunctively, if appropriate. The meter shall be located on the output side of the inverter
(measured in ac) and support interval metering for real energy delivery registering entries every 15 minutes.
Identification and location of equipment being monitored must correspond with the submitted and approved
drawings. If the inverter is configured to source reactive power, the metering system shall meter power factor as
well as real power, although external monitoring of power factor or power quality may not be allowed at all
sites.
For any connection to the Factory’s intranet and/or internet networks, the Developer shall ascertain and comply
with all cyber security requirements prior to operation.
For those Factories or sites that do not allow the use of wireless technology and therefore a site network is not
available, the Developer may use a hard line communication or a phone line, a cellular connection, or other
means that is 100%

independent from the Factory network at the factory’s sole discretion. Any external communication connections must
be located at the demarcation point to the public access or general work areas and must not interfere with other
Factory used radio frequency networks. The recommended installation plans must be forwarded for approval to the
cognizant security authority prior to installation. Any required connections shall be made by the Developer
at its expense.
The meter shall be a solid-state advanced meter with the following features: non-volatile memory capable of
storing measured data for 30 days, using Ethernet port, and accuracy meeting 0.5% accuracy. If connected, the
electrical metering shall be compatible with the software currently used by each facility. However, due to
security considerations and different IT management in each building, the Developer should assume that access to
the factory site’s network services will not be available and may have to employ other communications means to
collect data from metering systems. No meter shall be placed in service or allowed to remain in service that does
not meet the accuracy standards of. Meters shall be tested for accuracy and certified in accordance with at the
Developer’s expense. The Factory may test the accuracy of the meter at any time at the Factory’s expense, and if the
accuracy is found to be in excess of the 0.5% standard, the meter shall be replaced or repaired at the Developer’s
expense.
Developer shall test meters following installation to verify proper installation and accuracy.
The Developer’s meter data shall be available to the Factory in both an MS Excel file format and on a
password- protected Developer-managed website. All monitoring hardware and monitoring equipment shall
be provided by the Developer. Guidelines regarding data availability are as follows:
 The data shall be available both in real time and archived in fifteen (15) minute intervals for the
current billed month as well as for the previous billed month.
 System performance shall allow display during different monitoring periods from 1 hour to 1 year
(hourly for a day, daily for a month, monthly for a year), along with an estimate of what the
system should have produced as calculated by the performance model during that time interval using
appropriate local weather file. The performance model provides an estimate of how much electric
energy the PV System on each building should have delivered under weather conditions over the
month. Performance model should use software approved by the Factory. If the measured
performance (AC energy delivery) differs from the prediction of the performance model by more
than 20% for a month or 10% for three consecutive months, the Developer shall identify and rectify
the cause of the discrepancy, including making repairs to components of the PV system and
calibration of the meter and monitoring equipment. IEC 61724, “Photovoltaic System
Performance Monitoring—Guidelines for Measurement, Data Exchange and Analysis,”
 Archived information shall consist of monthly summaries of system performance from the date of
inception. Archived data shall be available upon request to observe long term trends in system
performance. Collected data shall be archived on an on-going basis for the duration of the
contract.
 At the end of the contract period of performance, this archive of data shall be delivered to the
Factory on machine-readable media accessible by the Factory.
All PV system data shall be the property of the Factory and controlled and accessible only by authorized
Factory and Developer personnel. Monitoring shall include the following parameters:
 DC voltage, current, and power

 AC power and energy, power factor
 Solar irradiance
 PV module temperature

 Ambient air temperature
 Operational status of all equipment
The monitoring system for environmental conditions (irradiance, ambient air temperature) may be shared among
multiple PV Systems in the same vicinity (within 5 miles), and remote sensing (high resolution, site-specific
satellite data) may be subscribed to instead of on-site measurements. No external control or command of
the system will be allowed without written approval of the factory, and the system should export data only.
Monitoring of power quality or power factor may not be allowed at certain sites.
J. Scope of Design Services

The Developer shall perform all professional planning, design, and engineering services for this project. The
Developer shall also take all actions necessary to satisfy the approval and/or compliance requirements of any
authorities having jurisdiction, in addition to all other applicable local, provincial, and Vietnamese regulations and
requirements. In addition to reports, analyses, drawings and renderings, a panel mock-up may expedite the approval
process. Such installation shall be mutually agreed upon by the Factory and the Developer.
The Developer shall have a qualified Architect/Engineer (A/E) firm as part of its team, at the expense of the
Developer. The A/E firm shall be licensed in Vietnam and have experience working on Vietnamese projects and
experience meeting the approval and/or compliance requirements in Vietnam, in addition to all other applicable
local, provincial, and Vietnamese regulations and requirements.
The Developer shall perform all professional services as necessary to provide the Factory with a design that reflects
the technical requirements outlined herein and also as might result from compliance with applicable historic
preservation, environmental, utility, and any other regulatory processes. The design package shall include
specifications, calculations, and drawings, and also realistic renderings from specific perspective as required for the
historic preservation approval process.
The PV systems shall be limited to the roof areas that have been identified as available for that purpose in
consultation with the Contracting Officer and building tenant agency or building owner. Major electrical equipment
such as inverters, transformers and switchgear shall be installed in code-compliant enclosures. Components shall be
located indoors in areas identified in consultation with the building owner in ventilated (not air-conditioned)
utility rooms where space allows and compliant with codes. If located outdoors, equipment shall be in enclosures
appropriate for the conditions and code-compliant and protected from direct exposure to the elements (sun, rain)
and debris such as leaves or dirt.
(a) Factory Review Process

All work shall be coordinated with and approved by the following:
1. The Contracting Officer will be the formal approving authority and will ensure that all site-specific
and - specific requirements are addressed.
2. The Developer shall provide project presentation services to Nike, Inc. regional officials, offering
an overview of the project concept and direction.
3. The Developer shall provide a schedule. Follow-up presentations may be required.
(b) External Agencies Review Process

1. The Developer or their designated A/E shall obtain design approvals by Factory Groups. The Developer
or their designated A/E shall be responsible for the preparation of all presentation materials and for
leading meetings with Factory Group staff. Every effort shall be made to ensure that first design
completes the review and approval process without any required changes and re-submissions, in
order to prevent any schedule slips so that the ITC and SREC values are not at risk. Scheduling of
meetings and the submission of design materials to the Factories shall be coordinated through
the Contracting Officer.
2. The Developer or their designated A/E shall be responsible for any additional approvals, modifications,
resubmissions, and presentations to NCPC and CFA to obtain required approvals. The Developer or
their designated A/E shall attend all meetings and make presentations as necessary to accomplish the
objectives referred herein as directed by the Contracting Officer.
K. Construction NTP (Notice to Proceed)

The Contracting Officer will provide the Developer with a written NTP for Construction letter for each bundle after all
design approvals for that bundle have been received.
L. Equipment & Design Deviations and/or Substitutions After Construction NTP

All deviations and substitutions from approved equipment and electrical design must be approved by the
Contracting Officer. Contracting Officer after NTP for Construction. Any request for deviation must be
submitted in advance of installation. No changes to PV System design will be allowed after final design approval
without written Contracting Officer approval.
M. Meetings
Developer shall meet with the Contracting Officer and/or the Factory Representative on-site or by
teleconference as necessary to complete the work of installing and operating the PV systems. Meetings include but
are not limited to a pre- design meeting, design review meetings associated with conceptual and 75% design
submittals, pre-construction meetings at each site, and weekly progress conference calls from award through
acceptance. Additional meetings may be required to address problems or issues that arise.
N. Construction Schedule and Disruptions to Building Operations

A “week ahead” schedule shall be submitted by Thursday of each week describing the planned construction activities
or meetings of the following week. Any activity requiring an electrical outage or interruption of any other building
services must be scheduled at least two weeks in advance with building management. When possible, such disruptions
should be scheduled on a weekend and must not disrupt agency activities. Two weeks’ notice shall be provided if the
Developer’s activities interfere with access, such as elevator use, staging area blocking parking areas, or blocking
street for crane or deliveries.
O. Health and Safety

The Developer shall comply with all applicable laws pertaining to the health and safety of persons and real and
personal property.
In addition to meeting the codes and standards specified in Exhibit 7, the Developer shall also comply with the most
current version of all safety and health standards applicable to the work to be performed including, but not limited to:
 Complies with all applicable Occupational Safety and Health Regulations requirements.

 Refer to attached Factory Safety Requirements Section (Attachment 3a)
The Developer shall comply with any additional specific safety and health requirements necessary to protect
the safety and health of workers. The Factory will not provide safety equipment to the Developer. The
Factory or the Contracting Officer has the right and authority to review, inspect, and if need be cause corrective
actions to be taken if the PV Systems is not being constructed in a safe manner.
The Contracting Officer or the Factory may, from time to time, inspect the Developer’s operation to ensure
compliance with worker safety and health requirements contained in the contract. The Contracting Officer and/or
technical representative acting on behalf of the Contracting Officer shall direct the Developer to make the
necessary corrections commensurate with the deficiencies found. The Developer shall make these corrections at
no additional cost to the Factory. The Contracting Officer has the authority to stop work if unsafe conditions exist.
The Developer’s refusal or failure to abate violations or deficiencies may be justification for Contract termination
in accordance with the Termination for Cause. The Developer will promptly pay any fines levied on the
Developer by Vietnamese or provincial health and safety offices due to safety/health violations.
P. Hazardous Substances Control

The Developer, at its expense, must comply with all applicable laws on occupational safety and health, the handling
and storage of hazardous materials, and the proper handling and disposal of hazardous wastes and hazardous
substances generated by its activities. Applicable law governs responsibility for the costs of proper handling
and disposal of hazardous wastes and hazardous substances. All Hazardous Materials used on the Vietnamese site
shall be accompanied with appropriate Safety Data Sheets (SDSs). The Developer shall submit copies of SDSs
to the Contracting Officer’s Representative and retain a copy of each SDS on-site.
The Developer shall store or dispose of toxic waste or Hazardous Materials in accordance with applicable laws
regulations and standards of Vietnam, in a manner consistent with United States Code 10 USC 2692. Depending on
the manufacturer of equipment, some models of solar modules may contain Hazardous Materials that would
necessitate disposal as hazardous waste once end-of-life is reached.
Disposal of Asbestos and Other Hazardous Material
The Developer shall perform all activities in accordance with applicable laws, regulations and standards of Vietnam in
a manner consistent with United States specifications under “Section 02085 – Asbestos Abatement Procedures”. As
part of the Contract, the Developer shall include the cost of removal of any known hazardous-containing material in
conjunction with work performed under the Contract. If the Developer knows the need for removal of Hazardous
Material, but the cost is not included in the proposal, this need shall be identified by the Developer in its
proposal.
If Hazardous Material is identified after award; the Developer shall immediately stop work, take measures to reduce
the Developer or building/Premises personnel contamination, and immediately notify the Contracting Officer of
the Hazardous Material condition and location. The Factory shall then either: (a) remove and dispose of the material
itself, by its own personnel or by separate Contract award; or (b) give the Developer the option of either a Contract
modification for removing and disposing of the Hazardous Material or by separate award for the effort. If the
Developer performs the effort, it shall be required to remove the Hazardous Material in the manner agreed
upon by the parties.
Q. Disposal of Waste
All Developer-generated refuse/waste from the construction project(s) shall be removed to a disposal site at no additional
expense to the Factory.

Construction and demolition waste management requires that, at a minimum, 50% (fifty percent) by weight of any
such waste must be diverted from landfill or incinerator disposal.
R. End of Contract and Purchase Option
The term of the contract may be extended by mutual agreement of the parties, the Factory Group could
purchase the system at the end of the term (in a manner and cost specified in the contract), or the contract may
terminate at the end of the term. At the end of the contract, the PV Systems shall be removed without any
damage to the roof systems or structures, or electrical distribution system, at Developer’s expense, unless the
contract terms stipulate the Factory getting ownership of the system. Upon removal of the PV Systems, the roofs
shall be restored to its preexisting condition, with normal wear and tear permitted. A performance bond will be
required to ensure PV Systems removal. This performance bond shall be for an amount equal to the aggregated
total Array Relocation cost. This bond shall be available to the Factory in the event of Developer’s default. If
the Factory must remove the systems, the equipment will be considered abandoned. At the end of the contract,
the Factory reserves the right to purchase the system at a Fair Market Value purchase price, or at a price
specified in the Contract, if it is deemed to be in the best interest of the Factory.
S. System Purchase Option at Termination

1. Purchase Option upon end of Base period, Option period or Early Termination of this Contract.
So long as a Factory Default shall not have occurred and be continuing, Developer grants to the Factory an
option to purchase the PV system as of the end of the Base period, the end of the Option period, or any
Early Termination Date for a purchase price equal to the Fair Market Value of the PV system, or as
specified in the Contract, less either (i) the amount the Developer set aside for the restoration of the
Premises to the original condition or (ii) the actual cost of restoration of the Premises to the original
condition, whichever is greater; or Should the Factory wish to purchase the system, they shall provide
written notice not less than sixty (60) days prior to the end of the Base period, Option period or Early
Termination Date, as applicable, the Factory may provide written notice to Developer of the Factory’s
intent to exercise its option to purchase the PV system. Upon submission of the notice, the Factory shall
then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the
purchase option. In the event the Factory confirms its exercise of the purchase option, (i) the Parties will
promptly execute all documents necessary to (A) cause title to the PV system to pass to the Factory, free
and clear of any Liens immediately subsequent to the end of the Base period, Option period or the Early
Termination Date (as applicable), and (B) assign all warranties for the PV system to the Factory, and (ii) the
Factory will pay the Purchase Price to Developer, such payment to be made in accordance with any previous
written instructions delivered to the Factory for payments under this Contract. In the event the Factory
retracts its exercise of, or does not timely confirm, the purchase option, the provisions of this Contract shall
be applicable as if this purchase option were not included in this Contract.
The inclusion of a System Purchase Option may result in the contract being interpreted as a financial lease, with
concomitant unfavorable accounting treatment. In such cases, specific provisions of the Agreement shall be
reviewed to mitigate any such risks.
2. Determination of Fair Market Value.

The Fair Market Value of the PV system, as applicable, shall be determined by the mutual agreement of the
Factory and the Developer, unless defined in Exhibit 2
3. Removal of PV system.
Upon end of the Base period, Option period, or early termination of this Contract according to its terms
(provided the Factory does not exercise its purchase option pursuant to this section), Developer shall, at
Developer’s

expense, remove from the Premises all of its tangible property comprising the PV system on a
mutually convenient date but in no case later than ninety (90) days after the end of the contract. At the
conclusion of the Contract, the PV system shall be disassembled and removed. Upon removal of the PV
system, the roof and/or parking lot shall be restored to its preexisting condition, with normal wear
and tear permitted.
The access provisions in Section C.5 shall remain in force until the PV system is removed and roof/parking lot
restored, but no longer than 90 days from the end of the contract.
Information Disclosure Restrictions

Restrictions on advertising and disclosure of information shall apply. All data related to the systems shall be the
property of the Factory and accessible only by authorized Factory and Developer personnel. No advertising or public
information shall be allowed without prior written authorization by the Factory and Nike, Inc., and the building
occupant. The names of participating agencies, building information and addresses shall not be disclosed.

Exhibit 8 – Insurance
INSURANCE REQUIREMENTS MAY BE UPDATED BY THE FACTORY GROUPS PRIOR TO FINAL

CONTRACTING
1.0 INSURANCE REQUIREMENTS
Developer shall procure and at all times thereafter maintain with insurers acceptable to the Factory, the
following insurance protecting the Factory against liability from damages because of injuries, including death
suffered by persons, including employees of the Developer and from damages to property arising from and
growing out of the Developer operations, including its subcontractors and suppliers’ operations in connection
with the performance of the work.
1.1 General Liability

a. Developer shall maintain a minimum level of commercial general liability insurance for the term
of the Agreement with coverage of at least One Million Dollars ($1,000,000) for each occurrence
and at least Two Million Dollars ($2,000,000) in the aggregate with a minimum Ten Million
Dollars ($10,000,000) umbrella coverage endorsed to provide contractual liability covering
the Party’s obligations under this Agreement. Insurance coverage shall be at least as broad
as the Insurance Services Office (ISO) Commercial General Liability Coverage “occurrence”
form, with no coverage deletions.
b. Developer’s general liability insurance coverage shall:
i. Be endorsed to specify that Developer’s insurance is primary and that any insurance or
self- insurance maintained by the other Party shall not contribute with it.
1.2 Workers’ Compensation
a. If Developer or its contractors have employees, they shall maintain
i. Workers’ Compensation insurance in compliance with applicable law and
ii. Employers’ Liability insurance with coverage of at least One Million Dollars
($1,000,000) for injury or death, each accident.
1.3 Business Auto
a. Developer shall maintain Automobile Liability coverage of at least One Million Dollars
($1,000,000) each accident for bodily injury and property damage, and at least Two Million
Dollars ($2,000,000) in the aggregate.
1.4 Additional Insurance Requirements
a. Developer must maintain property insurance on the System for 100% replacement cost
coverage.
b. Each Party’s insurance policy shall be written on an occurrence basis.
c. Developer shall cause its policies of insurance to waive any right of subrogation on the part
of the insurer against Factory owner, its officers, directors, employees, agents, and contractors
(to the extent permitted by Applicable Law).
d. Developer shall furnish Factory owner with certificates of insurance and endorsements of all
required insurance, as may be reasonably requested, including for purposes of compliance with
Applicable

Law. Developer shall endeavor to cause its insurers to provide Factory owner with thirty (30)
days’ written notice before the insurance is cancelled or materially altered; provided, however,
that this period shall be ten (10) days’ written notice in the case of nonpayment of premium.
1.5 Umbrella Liability:
a. Developer may use a combination of primary and excess liability limit to satisfy the limits
referenced in this Section.
2.0 ADDITIONAL INSURANCE REQUIREMENTS
Developer shall provide the Factory with certificates evidencing such insurance as outlined above
prior to beginning any work. Such certificates shall provide for thirty (30) days advance written notice to
the Factory of cancellation, material change, reduction of coverage or non-renewal. In addition to the
above insurance requirements and limits, all policies will be required to include the following
clauses and provisions:
2.1 Additional Insured

a. Except for Workers’ Compensation, the following shall be included as an additional insured.
i. Factory
ii. Developer
2.2 Primary Insurance
a. Provide that such insurance is primary without right of contribution from any other insurance
which might otherwise be available to the additional insured.
2.3 Waiver of Subrogation
a. Provide that, in the event of any loss payment under a policy, the insurer shall waive any
rights of subrogation against the Factory.
2.4 Severability of Interest
a. With respect to the liability policies, include a severability of interest provision
(separation of insured).

Exhibit 9 – Factory List and Site Visit Schedule
Factory List per below

Detailed factory operational, electrical, building and GPS information are in Factory Information box.com
folder Site Visit Schedule will be shared separately
Factory Site Visit GPS Contact Contact

Factory Group Coordinates Address
Code Date Person Email Address
No.50 Street 3, Vietnam-Singapore Industrial Park II, Hoa Phu Ward, Thu Dau
Baiksan 503.4
Mot
Town, Binh Duong Province, Vietnam
Lot D8-1, Road No. 2, Long Binh Industrial Park, Bien Hoa city, Dong Nai province,
Dong Jin Textile Vina DJT1
Viet Nam
Lot. B-308, B-309 Road D1-N2, Nhon Trach Industrial Park, Nhon Trach district, Dong
Dong Jin Textile Vina DJT2
Nai province
Ton Duc Thang, Nhon Trach II Industrial Zone, Nhon Trach District, Dong Nai
Gold Long John VND2
Province,
Viet Nam
Cong ty JSI vina, N14 Phuoc Dong Industrial Park Phuoc Dong Commune Go Dau
JSI Group JSI
Dist, Tay Ninh Province
Lot II-4 Khu Cong Nghiep My Xuan A2, My Xuan Ward, Thi Tran Phu My, Ba
San Fang SFC
Ria Vung Tau, Vietnam
NO 40-6, N14 Street, Phuoc Dong Industrial Park, Phuoc Dong Ward, Go Dau
Ningbo Shenzhou GAIN
District,
Tay Ninh Province
Lot No. II-1, My Xuan A2 Industrial Zone, My Xuan Ward, Phu My City,Ba
Tong Hong 3474
Ria- Vung Tau Province
Lot E11-12, E15-16 Viet Huong Ⅱ Ind. Park, Ben Cat Town, Binh Duong
You Young 105.2
Province, Vietnam (Zip : 820000)
Lot A6.1-4 Thanh Thanh Cong Industrial Park, An Hoa Ward, Trang Bang Town,
Young Il VN0001215
Tay
Ninh Province, Vietnam
Đường số 9, Khu công nghiệp Nhơn Trạch 6, xã Long Thọ, huyện Nhơn Trạch, tỉnh
Menchuen MEC
Đồng Nai.
Ningbo Shenzhou NIV Lot D1, Road D4, Dong Nam IP, Hoa Phu Commune, Cu Chi District, HCM
Delta Galil EDV Phu Kim Village, Cat Trinh Commune, Phu Cat District, Binh Dinh Province,
Vietnam
Nike Solar RFP – Vietnam – 2020 30-Sep-2020 52
Exhibit 10 – Offeror Experience Form
Experience and Referenced Referenced Referenced Referenced Referenced

Reference Project # 1 Project # 2 Project # 3 Project # 4 Project # 5
Information (Required) (Required) (Required)
Role(s) your
organization
performed
Name of Developer or
Lead Developer
Location
Project description
(Product name/type,
PV module used)
Type of contract
Contract signing date
Date installed
kW rating (AC
capacity and DC
capacity)
Current operational
status of system
Customer Name
Customer Title
Customer’s Telephone
Customer’s Email
- Additional information may be requested if required, including Contract Reference No., Litigation records,
and Schedule (e.g. in addition to the Date of Installed, may request the COD; or Execution progress
i.e. % of completion as compared to schedule/and total of value of the signed contract.)
Nike Solar RFP – Vietnam – 2020 30-Sep-2020 53

Exhibit 11 – Individual Factory Site Location Information
box.com
The following information is basic Factory site location

information.

Exhibit 12 – Lease and PPA Agreement Term Sheet
[This Non-Binding Term Sheet (this “Term Sheet”)

 is a non-binding statement of the current views of [●] (the “Factory owner”) and [●]
(“Developer”) for discussion purposes only, with respect to certain terms and conditions of a
potential on-site rooftop solar power purchase agreement between the Factory owner and the
Developer for the sale from the Developer to the Factory owner of energy and environmental
attributes, certificates or products associated with the output from the System delivered to the
Factory owner [behind the meter],
 is not an offer or commitment, does not contain all material matters upon which agreement would
need to be reached in order for the transactions contemplated hereby to be consummated and,
other than this paragraph and the sections entitled [“Governing Law” and “Dispute Resolution”
(the “Binding Provisions”),
 does not constitute, and (even if accepted) will not give rise to, any legally binding obligation on
the part of any Party to these discussions or any of such Party’s affiliates.
Except with respect to the Binding Provisions, none of the Parties to these discussions or any of their
respective affiliates will be legally bound with respect to the transactions contemplated by this Term
Sheet, unless and until each Party has:
(i) completed legal, financial and business due diligence satisfactory to such Party in its sole discretion,
(ii) obtained final approval for such transactions (and the Agreement (as defined below) from the
senior management and board of directors (and/or other relevant governing bod(y)(ies)) of such Party
and its affiliates in their sole discretion, and
(iii) negotiated, executed and delivered to the other Party a definitive, binding written onsite rooftop
solar power purchase agreement.
This Term Sheet does not create and is not intended to create a duty to negotiate in good faith towards, or
to enter into, a binding contract and may not be relied upon as the basis for a contract by estoppel or
otherwise.
Moreover, except with respect to the Binding Provisions, no past, present, or future action, course of
conduct, statement, or failure to act relating to the transactions contemplated by this Term Sheet or
relating to the negotiation of the terms of such transactions (including any oral agreement or
understanding or agreement in principle) will give rise to or serve as the basis for any obligation or other
liability on the part of any such Party or any of its affiliates, unless and until the conditions set forth in
clauses (i)-(iii) above have been satisfied.]
System The solar photovoltaic (PV) system located on the rooftop of the
Factory [full name] situated at the Premises in [full address], Vietnam
as described in Exhibit 12A. [insert general description of System]
Expected System [ ] kWp (DC)
Capacity
Developer [Developer's name] a company incorporated in [Vietnam/Other] with
its enterprise code No. [●], with its registered head office at
[address], [Vietnam/Other]. [Insert details of Developer's duly licensed
rooftop solar company – if for PPA, current regulation requires that it
must be duly licensed local company in Vietnam]

Factory Owner [Factory's name], a company incorporated in [Vietnam/Other]
with its enterprise code No. [●], with its registered head office
at [address], Vietnam/Other. [Insert details of Factory]
Project The Developer will develop, design, engineer, procure, construct,
and commission the System on the Premises in accordance with all
applicable laws and Good Industry Practice.
Premises, Project Site The [rooftop] [ground] [carports] located at [describe Factory location].
and Delivery Point
[insert details of Premises]
[insert details of Site, for example, designate the rooftop area, the size and
include ancillary areas or infrastructure required]
[insert details of Delivery Point, being an explanation of its location with

reference to the Project Site]
Factory owner will not be responsible for Site conditions,
including environmental conditions, zoning and use restrictions, access,
underground obstructions or (in the case of rooftop or carport sites)
the structural integrity of rooftops or other facilities or their
ability to support the System, safety or security of the Project Site,
or the ability of the Project Site to support any specific capacity or
System technology, all of which must be verified by Developer at
its sole risk and expense.
Conditions Precedent
The Agreement will be subject to the following conditions precedent:
(a) all licenses, permits, registrations, consents and other
approvals required for the Project have been obtained;
(b) Developer has provided the Factory owner with a copy of
the certificates of insurance as required under the
Agreement.
(c) [insert others as required or to be determined.]
System Ownership Developer will engineer, design, procure, install, own and operate
the System, all at its sole expense, and [sell the output of the
System to Factory owner under a power purchase agreement (the
“Agreement”)]; Or, [lease the System to Factory owner under a lease
agreement (the “Agreement”)].
Term The term of the Agreement (the “Term”) will commence on the date
on which all Conditions Precedent have been fully obtained by the
Parties (unless such a requirement for a responsible Party has been
waived, either in whole or part, by the other Party) (the "Effective
Date") and end on the date that is the earlier of (a) the twentieth
(20th) anniversary of the Commercial Operation Date; Or (b): one
hundred twenty (120) days following expiration of the term of the
Solar Agreement; Or (c) earlier termination of the Solar Agreement.
Each Contract Year will begin on the Commercial Operation Date and
end at 11:59:59pm local Vietnam time on the day immediately before
the next anniversary of the Commercial Operation Date.

Option to Purchase Annually within 30 days of the anniversary of the Commercial
Operation Date, as long as Site Owner is not in default under the
Agreement, Site Owner may purchase the System from Developer
for a purchase price equal to the price set forth in the Agreement.
Interconnection Point [ ]
Meter The System’s revenue meter will be located at [ ]. This meter will
be used to measure the output delivered to Factory owner under the
Agreement. The meter will be tested annually or upon Factory
owner’s request (not to exceed once per year) and must be accurate
to within 1%.
[Contract Price] [VND [XX.XX]/kWh] [, escalating at [0.0]% per year on each
[Rental] anniversary of the Commercial Operation Date] or [describe discount to
retail rate] (the “Contract Price”]. [Except for the preceding
escalation,] the Contract Price will not be changed during the Term,
and Developer will bear all change of law risk associated with the
installation, ownership, operation and maintenance of the System in
compliance with prudent industry practices and applicable laws. Site
Owner will pay for electricity monthly for electricity delivered to it
in the prior calendar month.
Or;
VND[YYYY] or USD [YY.YY] per month, [, escalating at [0.0]% per year
on each anniversary of the Commercial Operation Date] (the
“Rental”). [Except for the preceding escalation,] the Rental will not
be changed during the Term, and Developer will bear all change of law
risk associated with the installation, ownership, operation and
maintenance of the System in compliance with prudent industry
practices and applicable laws.
Environmental Factory owner will receive title to all of the Environmental
Attributes Attributes generated by the System during the Term, including
Renewable Energy Credits and all future Environmental Attributes
recognized after the Effective Date of the Agreement. Factory
owner may use these Environmental Attributes as it desires,
including, but not limited to: (1) retirement by Factory owner to meet
sustainability objectives, and (2) sale to a 3rd Party. Developer will
agree not to make any statement or take any action inconsistent
with Factory owner’s ownership of Environmental Attributes and
claims to use of renewable energy from the System. All existing and
future Environmental Attributes, including Renewable Energy Credits,
shall be certified by Developer in accordance with an appropriate
certification if or when it becomes available. Environmental Attributes
do
not include Incentives.
Incentives Developer expects to receive and rely upon the following
governmental incentives for its use in constructing, owning and
operating the System:
[insert description of any Incentives].
Site License Factory Owner will grant to Developer and to Developer’s agents,
employees, contractors a non-exclusive license running with the
Project Site for access to, on, over, under and across the Project Site,
including a defined area in which to install, own, operate and maintain
the System. The license will last from the Effective Date until the
date that is ninety
(90) calendar days following the date of expiration or earlier
termination
of the Agreement. Developer may use the license solely for the
purpose of

enabling Developer to perform its obligations and enforce its rights as
set forth in the Agreement.
Preliminary Design Developer will be required to submit a Preliminary Design (30%)
for
Factory owner’s review and approval by a date to be specified in
the Agreement.
Detailed Design Developer will be required to submit a Detailed Design (90%) for
Factory owner’s review and approval by a date to be specified in the
Agreement.
Permits and Approvals; Developer will be responsible for obtaining all permits, any required
Agreements and interconnection agreement (as well as any net metering agreement and
Consents feed-in-tariff agreement if they are or were to become available) and
any other agreements, consents and approvals required to construct,
own, operate and maintain the System. Factory Owner will
cooperate with Developer in securing approvals and agreements that
must be entered into in Factory Owner’s name, but Developer will be
responsible at its expense
for assisting Factory Owner in this process.
Commercial Operation Commercial Operation Date means the date on which:
Date (a) the System has been completed in all material respects and
commissioned in accordance with prudent industry practices,
manufacturer’s requirements, and the EPC contract for the
installation of the System,
(b) all required interconnection facilities are complete,
(c) Developer has obtained all permits required to install, own
and operate the System in accordance with applicable law,
(d) Developer has obtained any interconnection agreement and any
other agreements, consents and approvals required to construct, own,
operate and maintain the System in accordance with Applicable
Law, and
(e) Developer has issued the notice of Commercial Operation.
Developer will issue the notice of Commercial Operation within five
(5)
business days after achieving the conditions described in clauses (a),
(b), (c), and (d).
Target Commercial [Month Day, Year], subject to a day-for-day extension to the extent
Operation Date that the Commercial Operation Date is delayed by a Force Majeure
event, up to a maximum of one hundred eighty (180) calendar
days.
Guaranteed The date that is one hundred twenty (120) calendar days after the
Commercial Operation Targeted Commercial Operation Date (as such Targeted Commercial
Date Operation Date may be extended due to a Force Majeure event).
Milestone Schedule The Agreement will include a milestone schedule specifying other dates
by which customary milestones will be satisfied, such as receipt of
required permits and approvals, execution of any required
interconnection agreements, completion of financing and start of
construction. Factory Owner will have the right to terminate the
Agreement if a milestone is not achieved by the date specified (as
such dates may be extended up to 120
calendar days for Force Majeure).

Early Termination If Commercial Operation is not achieved by the Guaranteed Commercial
Operation Date, Factory owner may elect in its sole discretion to
terminate the Agreement by sending written notice to Developer within
30 calendar
days after the Guaranteed Commercial Operation Date. If Factory
Owner terminates the Agreement due to a failure to achieve
Commercial

Operation by the Guaranteed Commercial Operation Date, Developer
will pay Factory owner liquidated damages in an amount equal to
the Developer Pre-COD Credit Amount minus Daily Delay Damages
paid to Factory owner prior to the date of termination.
Delay Damages If the System does not achieve Commercial Operation on or before
the Targeted Commercial Operation Date, Developer will
continue construction of the System and pay Purchaser liquidated
damages for the delay equal to [VND [… ] / US$0.25/day/kW] of
System capacity (“Daily
Delay Damages”). Daily Delay Damages will begin to accrue on the
day following the applicable Target Commercial Operation Date and
continue daily until the earlier of (i) the date that Commercial
Operation is achieved, or (ii) the Guaranteed Commercial
Operation Date.
Utility Vietnam Electricity (EVN), its subsidiaries and authorized entities
(“EVN”) or its successor; Or,
In the specific instance where the Factory is inside an industrial zone,
the industrial zone developer, provided such industrial zone developer
is the relevant power wholesaler or retailer.
Developer’s Prior to the Commercial Operation Date, VND[ ]/kW
Performance Assurance multiplied by the Expected System Capacity (the “Developer Pre-
COD Credit
Amount”).
After the Commercial Operation Date, VND[ ]/kW multiplied by

the installed System capacity (the “Developer Operation Credit
Amount”).
Audit Factory owner will have the right to audit meter data and other
Developer records to confirm invoices.
Disputed Amounts Factory owner may withhold amounts that are disputed in good faith
from invoice payments, provided that Factory owner will pay
interest on the
disputed amount at an agreed-upon rate if it is found to have withheld
the amount in error.
Invoices An invoice will be deemed final if not challenged or adjusted
within 24 months.
Rooftop Warranties For any rooftop installation, Developer must comply with applicable
roof warranties and will be responsible for all damage caused by
Developer’s
acts or omissions or by the installation, maintenance and operation of
the System on the rooftop.
Removal of System to For any rooftop installation, Factory owner will reserve the right to
Accommodate Roof require the System to be removed and replaced, at Developer’s cost,
Replacement to accommodate a roof replacement. The right will be exercised no
more than once during the Term. Developer will bear all costs of lost
production for up to one removal that does not exceed more than an
agreed-upon number of days.
System Disruption Factory owner will have the right to require Developer to cease
operating
the System for up to 120 hours per year to enable Factory owner
to inspect, repair or conduct other activities on the Project
Site.
If Developer defaults under the Agreement and does not cure the
default within a specified cure period (not to exceed 30 calendar
Default, Cure Period days), Factory owner will have the right to terminate the
and Termination Agreement and pursue its

remedies against Developer. Factory owner will not be liable for any
early termination fee if it terminates the Agreement for Developer’s
default.
Performance Guarantee [Output Guarantee. Developer guarantees that during the term of
the Agreement, the System will generate at least eight percent (80%)
of the projected annual generation of the System in years of average
or greater solar irradiance and weather conditions (the “Guaranteed
kWh”). The Guaranteed kWh are subject to adjustment for weather
only. [Note to Factory owner: For accounting reasons, corporate
offsite Agreements usually rely on an Availability Guarantee.
Corporate accounting departments are more willing to consider output
guarantees (which are simpler to administer) in the context of onsite
Agreements, but that approach should be confirmed with Accounting.]
[Availability Guarantee: [Ninety percent (90%)] in the first Contract

Year, and [ninety-five percent (95%)] in each Contract Year
thereafter (the
“Required Availability”).
[“A vailability Damages Rate” means for each one tenth of one
percent (0.1%) of Availability Shortfall, [XXXX VND)] multiplied
by Factory owner’s Capacity.]
Regulatory Developer will be required to represent and warrant that it is not a
public utility and that the transactions contemplated by the
Agreement will not
cause it or Factory owner to become a public utility.
Events of Default The Agreement shall include customary events of default including, but
not limited to, defaults for failure to pay, failure to perform a
material obligation, breach of representation or warranty, bankruptcy
or insolvency, failure to maintain required credit support, and failure
to achieve the Guaranteed Commercial Operations Date.
If an Event of Default shall have occurred and is not cured within

applicable cure periods set forth in the Agreement, the non-
defaulting Party shall have the right to terminate the Agreement
and, in such case, each Party shall pay the other all amounts due for
all periods prior to termination. In addition, if applicable, the
defaulting Party shall make a termination payment to the non-
defaulting Party equal to the non- defaulting Party's actual and direct
damages. Neither Party shall be subject to payment of indirect, punitive
or consequential damages. At all events, the non-defaulting Party, upon
termination, may exercise all of its rights at law and equity.
Force Majeure Parties shall agree on a customary definition of Force Majeure, which
shall include events and circumstances that are outside a Party’s
reasonable control and that prevent that Party from performing its
obligations under the Agreement. Under no circumstances shall the
following constitute an event of Force Majeure: (i) a Party’s ability to
enter into a contract for the sale or purchase of energy or
Environmental Attributes from the System at a more favorable price or
under more favorable conditions or other economic
reasons, (ii) delays or nonperformance by suppliers, vendors or other
third

parties with whom a Party has contracted (including interconnection
or permitting delays), except to the extent that such delays or
nonperformance were due to circumstances that would constitute Force
Majeure under the Agreement, (iii) any other economic hardship or
changes in market conditions affecting the economics of either
Party; and (iv) any delay in providing, or cancellation of, any
approvals or permits by the issuing Governmental Authority, except to
the extent such delay or cancellation is the result of a force majeure
claimed by the Governmental Authority.
Indemnification Developer shall indemnify, defend and hold Factory owner harmless
from and against any and all Damages for (i) personal injury, death or
property damage to Factory owner’s property or facilities, (ii) personal
injury, death or property damage to third parties, or (iii) other third
Party claims (whether arising under contract or tort) (including any
claims for infringement of intellectual property), in each case that
arise out of or are connected with development, construction,
operation, or ownership or leasing of the System; provided Developer
shall have no obligation to indemnify Factory owner to the extent such
injury, death or damage or other third Party claims are attributable to
the negligence or willful misconduct or breach of the Agreement by
Factory owner or any of its Affiliates.
Insurance During the Term, Developer will maintain the insurance described in
Exhibit 8
Assignment Assignment of the Agreement generally requires the written consent of
the other Party, not to be unreasonably withheld. As further defined
in the Agreement, either Party may, without the prior written consent of
the other Party, transfer or assign all of its rights and obligations
under this Agreement to an Affiliate, provided that the Performance
Assurance of the assigning Party remains in full force and effect after
such transfer or assignment or such Affiliate causes the delivery of
replacement Performance Assurance in form and substance reasonably
acceptable to the non-assigning Party. Factory owner agrees that
Developer can collaterally assign the Agreement to its lenders without
consent, and agrees to execute customary consent to assignment and
estoppel certificates to Developer's lenders and tax equity providers.
Governing Law The Agreement will be governed by the laws of Vietnam
applicable to contracts made and entered into in Vietnam.
Dispute Resolution Disputes will be resolved by [describe either onshore arbitration
(e.g., VIAC) or offshore arbitration (e.g., SIAC).].
Article IV. Any dispute arising out of or in

connection with the Agreement, including any
question regarding its existence, validity or
termination, shall be referred to and finally
resolved by arbitration administered by [the
Singapore International Arbitration Centre
(“SIAC”) / the Vietnam International
Arbitration Center ("VIAC")] in accordance with
the Arbitration Rules of the [Singapore/Vietnam]
International Arbitration Centre ("[SIAC/VIAC]

Rules") for the time being in force, which rules
are deemed to be incorporated by reference in
this clause. The [seat/place] of the arbitration
shall be [Singapore / Ho Chi Minh / Hanoi,
Vietnam]. The tribunal shall consist of [one
arbitrator to be appointed by the Chairman of
the [SIAC/VIAC]], failing which, in accordance
with the [SIAC/VIAC] Rules. The language of the
arbitration shall be English.
System Removal Unless otherwise agreed by the Parties or unless Factory owner
exercises its option to purchase the System, Developer will remove
the System at Developer’s sole cost no later than ninety (90)
calendar days after
termination of the Agreement.

Exhibit 12 A – System Details
System Name: [●]

System Owner: [●]
Technology: [●]
Location: [●], Vietnam]
Installed Capacity (MWAC) [●]
Annual Generation Volume [●]
(MWh)
Connection Point [●]

Exhibit 13 – Factory Locations in Southern Vietnam
(Note – Detailed factory location, building and premises information are in Exhibit 4 and Exhibit 11)
Southern Vietnam

HCMC Vicinity

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REQUEST FOR PROPOSALS

ON-SITE SOLAR PHOTOVOLTAIC

“POWER PURCHASE AGREEMENT”

Issue Date: September 30, 2020

Time Contact: Tim Azzolini

With copies to:

RPF NUMBER: NIKE.SOLARPV.VN.202009

Nike Solar RFP – Vietnam – 30-Sep-2020 1

Nike Solar RFP – Vietnam – 30-Sep-2020 2

Issuance Date: September 30, 2020

RFP No. NIKE.SOLARPV.VN.202009

PROJECT: SOLAR PHOTOVOLTAIC GENERATION FOR VIETNAM

Sasank Goli Rob Williams Tim Azzolini

The bid package shall be labeled as follows:

Nike RFP No.: NIKE.SOLARPV.VN.202009

Nike Solar RFP – Vietnam – 30-Sep-2020 3

ISSUANCE DATE: September 30, 2020

RFP NO.: NIKE.SOLARPV.VN.202009

2. Pre-proposal Questions – Any pre-proposal questions and/or clarifications shall be submitted to

Nike Solar RFP – Vietnam – 30-Sep-2020 4

[x] 1. PROPOSAL FORMS

[x] 2. OFFEROR QUALIFICATIONS FORM

[x] 3. FRAME CONTRACT

[x] 4. FACTORY CONTRACT

[x] 5. BOND REQUIREMENTS

Nike Solar RFP – Vietnam – 30-Sep-2020 5

Start days End Activity

Nike Solar RFP – Vietnam – 30-Sep-2020 6

Criteria will include the following:

Criteria 1 – Project Approach

The binder shall be organized as follows.

Cover Letter (maximum of two pages)

(i) Offeror Qualifications Form – (Exhibit 10).

Nike Solar RFP – Vietnam – 30-Sep-2020 8

Nike Solar RFP – Vietnam – 30-Sep-2020 9

Nike Solar RFP – Vietnam – 30-Sep-2020 10

c) Interconnection and Agreement

Nike Solar RFP – Vietnam – 30-Sep-2020 12

e) Solar PV control systems

f) Construction and installation Plan

Nike Solar RFP – Vietnam – 30-Sep-2020 13

Nike Solar RFP – Vietnam – 30-Sep-2020 14

Common to All Factories: Frame Contract

 Technical Data Sheets for PV Modules, Combiner Boxes, Inverters,

Frame Contract’s Adjustments:

Examples are factory’s location, roof conditions, interconnection (High Voltage//Low

Specific to Factory: Individual Contract

Nike Solar RFP – Vietnam – 30-Sep-2020 15

 Site Plan-General System Layout-PV Arrays

Tab 5 - Commissioning and Acceptance Testing

Tab 6 - Operations and Maintenance Plan

Tab 8 - Plan for Regulatory and Environmental Compliance (maximum of 2 pages)

Nike Solar RFP – Vietnam – 30-Sep-2020 16

Tab 9 - Financial Proposal (no page limitation, in a separate envelope)

Tab 10 – Offeror’s Scope of Work

Tab 11 – Project Schedule (maximum 2 pages)

Nike Solar RFP – Vietnam – 30-Sep-2020 17

Nike Solar RFP – Vietnam – 30-Sep-2020 18

Qualifications (maximum of five pages not including resumes)

Project team profile, including:

Nike Solar RFP – Vietnam – 30-Sep-2020 19

Nike Solar RFP – Vietnam – 30-Sep-2020 20