SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 6, 2011
Sunvalley Solar, Inc.
(Exact name of small business issuer as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||(IRS Employer Identification No.)|
|398 Lemon Creek Dr., Suite A, Walnut, CA 91789|
|(Address of principal executive offices)|
|(Issuer’s telephone number)|
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into Material Definitive Agreement
On October 6, 2011, we entered into a Photovoltaic System Contract with Ken Vong Farms of Thermal, California (the “Contract”). Under the Contract, we have been engaged to install a 220.43 kW-DC photovoltaic solar power system for an estimated total price of $991,935 to be paid as follows:
In addition, we have agreed to provide certain warranties to the customer regarding workmanship, minimum nominal power outputs of the system, and other matters. We expect to begin work on the system in early 2012.
The foregoing is a summary of the material terms of the Contract and is not a complete description of its contents. The Contract is filed herewith as Exhibit 10.1
SECTION 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
|10.1||Photovoltaic System Contract with Ken Vong Farms|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sunvalley Solar, Inc.
/s/ Zhijian (James) Zhang
Zhijian (James) Zhang
Chief Executive Officer
Date: October 18, 2011
PHOTOVOLTAIC SYSTEM CONTRACT
This Contract Agreement Is Between:
|Contractor's Name:||Sunvalley Solar Inc.|
|Contractor's License Number:||# 904190 (C-46 Solar)|
|Contractor's Address:||398 Lemon Creek Dr. #A, Walnut, CA 91789|
|Contractor's Telephone/Fax:||Office :( 909)598-0618/Fax: (909)598-6633|
|Customer's Name:||Ken Vong Farms|
|Customer's Address:||90610 Avenue 81, Thermal, CA 92274|
|Customer's Telephone/Fax:||706 578 9892-760 397 2300|
|Project Address:||80480 Buchanan St., Thermal, CA 92274|
|Meter Number(s):||Cash Basis|
Sunvalley Solar Inc. is specified as the Contractor who will provide all labor, materials and equipment in order to complete the following work at the customer's address specified in section 1.B. Contractor and Customer are sometimes referred to herein as the “Party” or, collectively, as the “Parties”.
The following is a list of services and equipment that will be provided by Sunvalley Solar Inc. in order to install the 220.43 kW-DC Photovoltaic System, which is estimated to produce 351,919 kWh annually.
|Installation of (938) PV solar electric modules.|
|Manufacturer:||Tianwei New Energy 235W Polycrystalline Module|
|Model number:||TW235 28) P|
|Installation of (1) inverter(s)|
|Model number:||(1) PVPower 260kW-480|
Installation of solar module mounting hardware, AC and DC power disconnects and all required electrical materials such as conduit, wire, and circuit breakers.
All materials are guaranteed to be as specified in section 2.A. The work referenced in section 2.Awill be performed in accordance with the drawings submitted for city permits. All work will consist of quality workmanship. Any electrical and structural upgrade is not included in the contract price. The sum of total project costs is $991,935.00 .
PAYM ENT (Photovoltaic System)
The total eligible project costs of $991,935.00 will be paid by the Customer (owner) as followed:
(All payments shall be made by cash or check according to the following schedules):
|5% Down Payment||$49,596.75|
Down Payment schedule: $24,798.5 is due 10/17/11 and 24,798.25 is due 12/1/2011
|Lump Sum Payment||$297,580.50|
(It is due within 5 business days after the customer receives the cash grant from the U.S. Treasury Department. The payment shall be the exact amount of the cash grant.)
|Monthly Payment A (Utility Rebate)||$334,361.00|
(After the customer receives the monthly incentive from Imperial Irrigation District Utility Company (IID), the customer will pay such exact incentive amount to Sunvalley within 5 business days. The incentive paid by the utility company will be based on the actual production of the installed system; the customer will not be responsible for the differences between the total actual incentive payments and the total estimated payments as stated above)
|Monthly Payment B||$310,396.75|
(Payments to begin within 5 days after system is approved/commissioned by the local utility company)
The customer's total eligible payment is 310,396.75 and shall be applied in 84 installments as monthly periodic payments. Each monthly payment amount is $3,695.20
The first installment is due within 5 days following the photovoltaic system inspection and approval by the City Administrator and Utility Company.
Following the first installment, Sunvalley is to send statements for monthly payment (less the first payment) to the customer. Our payment structure is based upon the premise that all statements are due and payable upon receipt, but in any event, no later than ten (10) days from the date of the statement. Sunvalley reserves the right to charge a monthly late payment fee, at the rate of ten percent (10%) per annum, from the due date for payment until receipt by the Sunvalley of the full amount.
Sunvalley like other businesses has substantial cash demands that require Sunvalley to borrow money if its accounts are not paid promptly. Thus, a finance charge at the rate of ten percent (10%) per annum of the unpaid balance, computed from date of the last invoice until paid will be added to any delinquent accounts. In the event that an account becomes delinquent, Sunvalley employs the same prudent collection procedures used by other businesses, including but not limited to third-party debt collection and legal action.
Sunvalley Solar Inc is hereby giving permission to the customer to transfer his payments to another party under these circumstances. In the case where the customer chooses to sell the property in which the solar photovoltaic system is installed on prior to the end of the 84 payments as agreed upon; the customer may choose to either complete the remaining payments prior to escrow of the property or come to a mutual agreement with the new customer by signing a transferrable payment contract prior to escrow. The transferrable payment contract will relieve the customer of being responsible for the remaining balance for the solar photovoltaic system. The remaining balance of the 84 payments will be the responsibility of the new owner as agreed upon by both parties.
The owner of the Renewable Energy Certificates(RECs), also known as Green Tags, Renewable Energy Credits, Renewable Electricity Certificates, or Tradable Renewable Certificates(TRCs), for this solar system as specified in section 2.A is Sunvalley Solar Inc.
The Contractor Sunvalley Solar Inc. will provide the following warranties and services:
· 10-year system workmanship warranty provided by Sunvalley Solar Inc., including all parts and labor that are required in the specified solar power system in section 2.A
· 5 years product warranty on the solar panels
· 10 years 90% of the minimal Nominal Power Output warranty on solar panels
· 25 years 80% of the minimal Nominal Power Output warranty on solar panels
· 10 years manufacturer's warranty on the inverter(s) that are specified in section 2.A
· Lifetime System Performance Monitoring
· 7 years; semi-annual Solar Module cleaning
· 7 years; semi-annual On-site system check and corrective reports if applicable
· 7 years system production guarantee.
See Attached Sections:
Section 5.A - Acceptance of Contract
Section 6.A - Notice to Customer Regarding Complaints & Disputes
Section 7.A- System Production Guarantee
Section 8.A&8.B – Execution of the project & Project Schedule
This contract is governed by and shall be interpreted in accordance with the laws of the State of California.
RESPECTFU LLY SU BMITTED,
|Contractor's Name:||Sunvalley Solar Inc.||Customer’s Name:||Ken Vong Farms|
|By:||Henry Yu||By:||Ken Vong|
|/s/ Henry Yu||/s/ Ken Vong|
|(Contractor’s Signature)||(Contractor’s Signature)|
Sunvalley Solar Inc. is hereby authorized to furnish all material, equipment and labor required to complete the work described in the above contact, for which the undersigned agrees to pay the amount stated in the above contract and according to the terms thereof. Any change involving extra cost of labor or materials will be executed only after submission and acceptance of a written change order. If Sunvalley Solar Inc. cannot get the approval from city, homeowner's association or any other related organizations which are not within the control of either Sunvalley Solar Inc. or the Customer, full deposit less design drawing and application fee will be refunded. In addition, Sunvalley Solar Inc. has the right to modify, renegotiate, and or cancel the contract if the utility rebate is not successfully reserved.
The undersigned customer hereby certifies to the previous statements:
|/s/ Ken Vong||10/6/1|
NOTICE TO CUSTOMER REGARDING COMPLAINTS
Contractors are required by law to be licensed and regulated by the Contractors State License Board (CSLB), which has jurisdiction to investigate complaints against contractors if a complaint regarding a parent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation.
The CSLB also allows consumers to check the status of a contractor's license and order free publications. For any questions concerning the contractor (Sunvalley Solar Inc.), or to file a complaint, please write to: Registrar, Contractors State License Board, Post Office Box 26000, Sacramento, California 95826. The Contractors State License Board may also be reached by phone at 1-800-321-CSLB (2752) or online at http://www.cslb.ca.gov/.
In the event that disputes arise between the Contractor and the Customer which cannot be resolved through conference and negotiation, such disputes shall be controlled by California law and both Parties shall have the right to have the dispute adjudicated by the California courts, provided however, that it shall be a condition precedent to the filing of any lawsuit that the Parties shall first submit the dispute to mediation with a qualified mediator mutually agreed to by the Parties. The Parties shall be bound to participate in mediation in good faith and confidence.
Notice to Customer Regarding Liens
Under the California Mechanic' Lien Law, any contractor, subcontractor, laborer supplier, or other person or entity who helps to improve your property, but is not paid for his or her work or supplies, has a right to place a lien on your home, land , or property where the work was performed and take court action in order to obtain payment.
This means that after a court hearing, your home, land, and property could be sold by a court officer and the proceeds of the sale used to satisfy what you owe. This can happen even if you have paid your contractor in full if the contractor's subcontractors, laborers, or suppliers remain unpaid.
To preserve their rights to file a claim or lien against your property, certain claimants such as subcontractors or material suppliers are each required to provide you with a document called a "Preliminary Notice". Contractor and laborers who contract with customers directly do not have to provide such notice since you are aware of their existence as a customer. A preliminary notice is not a lien against your property. Its purpose is to notify you of persons or entities that may have a right to file a lien against your property if they are not paid. In order to perfect their lien rights, a contractor, subcontractor, supplier, of laborer must file a mechanics' lien with the county recorder which then becomes a recorded lien against your property. Generally, the maximum time allowed for filing a mechanics' lien against your property is 90 days after substantial completion of your project.
No liens should be applied if the agreed payments are made on time.
SYSTEM PRODUCTION GUARANTEE
Sunvalley Solar Inc. hereby guarantees the production of the Photovoltaic System installed by Sunvalley Solar Inc. under the following conditions:
· The Photovoltaic System shall produce no less than 92%, under normal working conditions*, of the estimated annual energy production based on 5 years actual production reports.
· If however the Photovoltaic System fails to produce at least 92% of the estimated annual energy production, based on 5 years under normal working conditions, Sunvalley Solar Inc. shall reimburse the difference in kWh to the owner multiplied by the average utility rate for the annual interval when the Photovoltaic System underperformed.
The Photovoltaic Systems Production will be monitored and documented by a 3rd Party performance based metering system. The warranted production shall be reviewed and evaluated in one year (365 day) intervals from the date the system is commissioned. All parties shall have access to the present and historical system data via internet and software programs granted through the 3 rd party.
*Normal working conditions shall be defined as an average of 5.5 hours of sunlight per day, based on a period of 365 days, and with continuous flow of electricity by the utility provider. If in any case a power outage or act of god occurs during the period of this guarantee, the performance of the system shall be pro-rated to days of normal working condition.
Guarantee exclusions and limitations
1. In any event, all guarantee claims must be filed within the applicable guarantee period.
2. The Limited Performance Guarantee provided by Sunvalley Solar Inc. shall not apply to any system that has been subject to any of the following:
A. Misuse, abuse, neglect, or accident.
B. Repair or modifications by someone other than a service technician of Sunvalley Solar Inc., or any third party with Sunvalley Solar Inc. written approval.
C. Power failure caused by and not limited to blackouts or surges, lightning, flood, fire, volcanic ash,earthquakes, or any other acts of god that are beyond the control of Sunvalley Solar Inc. (force Majeure).
THIS GUARANTEE IS THE SOLE AND EXCLUSIVE GUARANTEE FOR PHOTOVOLTAIC SYSTEMS INSTALLED BY SUNVALLEY SOLAR INC. AND IS IN LIEU OF ALL OTHER EXPRESSED AND IMPLIED WARRANTIES. SUNVALLEY SOLAR INC. SPECIFICALLY DISCLAIMS ALL OTHER EXPRESSED AND IMPLIED WARRANTIES OF MERCHANT ABILTIY AND FITNESS FOR A PARTICULAR PURPOSE. No person or entity is authorized to bind Sunvalley Solar Inc. to any other guarantee, obligation or liability for any Sunvalley Solar Inc. product, installation ,operation or use of the product for which this guarantee is issued shall constitute acceptance of the terms hereof.
|/s/ Henry Yu||/s/ Ken Vong|
|(Contractor’s Signature)||(Customer’s Signature)|
Execution of the project
1. After the contract is signed by both parties, the contractor will need approximately 20 working days to complete the system installation design, however, the number of working days may vary on the system size, capacity, and complexity such as any additional structural or electrical service upgrades, if necessary.
2. After the system design is completed, the contractor will apply for the construction permit for the solar system from the city where the system will be located. The processing time for the permit application varies from city to city.
**Permit approvals generally require approximately 60 working days.
3. After approval of the permit for the system pursuant to this agreement, all materials that are specified in this contract will arrive at customer's property within 3 days before the start date designated by the customer.
4. Contractor agrees to start and diligently pursue work through to completion to meet the project timeline stated in section 8.B, but shall not be responsible for delays for any of the following reasons: failure of the issuance of all necessary building permits within a reasonable length of time, funding of loans, disbursement of funds into funding control or escrow, acts of neglect or omission of customer or customer's employees or customer's agent, acts of God, stormy or inclement weather, extra work ordered by customer, riots or civil commotion, inability to secure material through regular recognized channels, imposition of Government priority or allocation of materials, failure of customer to make payments when due, or delays caused by inspection or changes ordered by the inspectors of authorized governmental bodies, or for acts of independent contractors, holidays, or other causes beyond Contractor's reasonable control.
5. Our regular working hours are Monday to Friday from 8:30AM to 5:30PM (No work will be scheduled on Saturday and Sunday, except in the case of prior written agreements between the contractor and the customer).
6. RIGHT TO STOP WORK. Contractor shall have the right to stop work if any payment shall not be made, when due, to Contractor under this Agreement; Contractor may keep the job on hold until all payments due are received. Failure to make payment, within five (5) days from the due date, is a material breach of this Agreement and shall entitle contractor to cease any further work.
294.88 kW Photovoltaic System
|Detailed Design and Specifications|
|Permitting & Applications|
|Photovoltaic System Construction|
|Inspections, Commissioning and Startup|
|/s/ Henry Yu||/s/ Ken Vong|
|(Contractor’s Signature)||(Customer’s Signature)|