TECHNICAL ASSISTANCE AGREEMENT

All Government Units interested in procuring ESPCs are required to execute a Technical Assistance Agreement with SOEP. This Agreement will establish the terms and conditions that will govern SOEP's technical assistance services to the Government Unit throughout the entire ESPC process and the Government Unit's commitment to completing the ESPC process. The Agreement shall also set forth the circumstances upon which SOEP shall be entitled to receive a reimbursement from the Government Unit for expenses incurred by the former in relation to the provision of technical assistance services to the latter when the latter elects to pull out of the ESPC process of its own initiative. CHAPTER FIVE: ESCO SELECTION PROCESS