Master Subcontract — Solar Detach & Reset

THE PARTIES

ALWAYS ELECTRICAL & MAINTENANCE, a California sole ownership holding CSLB licence #944166, classification C-10 Electrical, of 4006 Arey Dr, San Diego, California 92021 ("Subcontractor" or "Always Electrical").

, a , holding CSLB licence #, classification(s) , of ("Contractor").

1. THE RELATIONSHIP, AND WHAT IT IS NOT

1.1 Contractor-to-contractor only. Always Electrical performs work for Contractor, is paid by Contractor, and has no contract with the homeowner or any other third party on any project under this agreement.

1.2 Contractor holds the owner contract. Contractor is the direct contractor to the property owner and is solely responsible for the owner contract, its disclosures, its payment terms, and every obligation it creates.

1.3 Always Electrical does not solicit, negotiate or sign owner contracts. It will not present pricing to an owner as an offer, take an owner's signature, or hold itself out as the owner's contractor.

Why this matters more than it looks. Because there is no contract with an owner, this work is not a home improvement contract. The B&P 7159 contract-form requirements, the 7159.5(a)(3) down-payment cap, and the 7152/7153 Home Improvement Salesperson registration scheme all govern contracts with owners and tenants. None of them reaches a subcontract between two licensed contractors. That is the single biggest advantage of this structure and §1 is what preserves it. If Always Electrical ever contracts with an owner directly, that job is governed by those rules and this agreement does not cover it.

1.4 No partnership, no joint venture. Nothing here creates a partnership, joint venture or agency. Neither party may bind the other. The parties do not jointly bid or jointly contract — B&P 7029.1 requires a joint venture licence for that, and neither party seeks one.

1.5 Independent contractor. Always Electrical controls the means and methods of its own work, supplies its own tools and personnel, and is responsible for its own employees, payroll, taxes and workers' compensation.

2. SCOPE — C-10 ELECTRICAL ONLY

2.1 What Always Electrical does. Solar detach and reset, removal and reinstallation, and solar PV, storage and EV installation work — the electrical scope only, within classification C-10.

2.2 🚫 What Always Electrical does NOT do. Roofing, structural and general building work. Contractor performs the roofing. Always Electrical does not handle shingles, underlayment, tar or roofing materials, does not advertise roofing, and does not warrant the roof. B&P 7059.1 makes performing or advertising outside the issued classifications a violation, not a preference.

2.3 Rails, footings and attachments. Always Electrical removes and re-installs the array including rails, footings and attachments. Penetration sealing and flashing at the roof surface is allocated at §2.4 because the two trades meet there.

2.4 The flashing interface — allocated, not left open.

☑ CONTRACTOR FLASHES. Always Electrical sets and re-sets the array attachment. Contractor seals and flashes every penetration as part of the roof system, and warrants the roof including those penetrations.

☒ Always Electrical flashes, to Contractor's specified detail and materials. Struck. Not available under this agreement.

Why there is no choice here. Always Electrical holds C-10 Electrical only. Sealing and flashing a roof penetration is work on the roof system, and B&P 7059.1 makes it a violation to contract for or advertise work outside the classifications issued. It is also commercially incoherent: Contractor warrants the roof under §2.3 and in its own contract with the owner, and a warranty is worth nothing where another trade owns the seal. The party that warrants the roof flashes the roof.

This is the most argued item in the trade and it is now closed. Leaving it open is how the first leak becomes an argument about who owns the hole.

3. WORK ORDERS

3.1 Each project is authorised by a written work order signed by Contractor before work begins, stating: site address; panel count; array count; roof pitch; system make and racking type; scheduled detach and reset dates; price per §4; and any adders.

3.2 No work order, no work. Verbal authorisation does not bind either party and does not entitle Always Electrical to payment.

3.3 This agreement governs every work order. Where a work order conflicts, this agreement controls unless the work order says otherwise and both parties initial it.

4. PRICING

4.1 Rates. Per the trade rate schedule at Schedule A, which is confidential under §12 and is not the published retail rate.

4.2 Adders apply where the condition exists, and are stated on the work order:

4.3 Conduit is never billed twice. Conduit for the base two arrays is within the per-panel rate; conduit for each array beyond two is within the extra-array adder. No separate conduit line.

4.4 Conditions discovered on site that were not on the work order — additional arrays, undisclosed racking type, pitch above the stated figure, pre-existing damage — are handled as a change order under §6, not absorbed.

5. PAYMENT

5.1 Deposit / mobilisation. $ or % of the work order value, due before mobilisation.

No statutory cap applies here. B&P 7159.5(a)(3) limits a down payment to the lesser of $1,000 and 10% on a home improvement contract with an owner. This is a subcontract between two contractors, so the deposit is whatever the parties agree. (Account and remittance details: Schedule B.)

5.2 Progress and final payment. Invoiced ; due net days from invoice.

5.3 🚫 NO PAY-IF-PAID. Contractor's obligation to pay Always Electrical is not conditioned on Contractor being paid by the owner or anyone else.

California treats a pay-if-paid clause as void and unenforceable as against public policy — it operates as an indirect waiver of the subcontractor's constitutionally protected mechanics lien rights (Wm. R. Clarke Corp. v. Safeco Ins. Co., 1997), and Civil Code 8122 bars waiving those rights by contract. A pay-when-paid clause survives only as a reasonable time for payment, never as an indefinite postponement. If Contractor's paperwork contains a pay-if-paid clause, strike it. It would not be enforceable, and leaving it in invites a fight nobody needs.

5.4 Prompt payment. Where Contractor receives a progress payment covering work Always Electrical performed, Contractor pays the corresponding amount within the period required by B&P 7108.5. Wrongful withholding carries a statutory penalty of 2% per month in addition to the amount due, and is cause for CSLB discipline. (Verify the current day-count — secondary sources give 7 days; it has been amended.)

5.5 Retention. % retained, released within days of completion of Always Electrical's scope — not of the whole project.

5.6 Disputed amounts. Identified in writing within days with the reason. Undisputed amounts are paid on time regardless of a dispute over others.

6. CHANGE ORDERS

6.1 Any change in scope, panel count, array count, racking type, roof pitch, schedule or site condition is priced and signed before the changed work proceeds.

6.2 Where a condition is discovered mid-job and stopping is unsafe or would leave the roof open, Always Electrical may proceed on written confirmation including email or text, with a formal change order to follow within days.

6.3 No change order, no obligation to perform — and no claim for payment.

7. LIEN RIGHTS

7.1 Preserved, not waived. Always Electrical retains every mechanics lien, stop payment notice and bond right available to it. Civil Code 8122 makes a contractual waiver of those rights void, and nothing here attempts one.

7.2 Preliminary notice — Always Electrical's own deadline. Always Electrical will serve the preliminary notice required by Civil Code 8200 within 20 days of first furnishing labour or materials to each project, on the owner, the direct contractor and any construction lender.

This is an operational duty, not a clause. Serve it late and lien rights reach back only 20 days from service; everything furnished before that is gone. On a job where detach and reset are weeks apart, that can be the whole detach. Put it in the job workflow, not in someone's memory.

7.3 Information to serve it. Contractor provides the owner's name and address and the construction lender's details, if any, with each work order. Contractor's failure to provide them does not excuse the notice and does not waive Always Electrical's rights.

7.4 Conditional releases only against payment. Always Electrical provides conditional releases on progress and final payment, and unconditional releases only after funds have cleared.

8. CONDITION OF THE SYSTEM — CHECK-IN AND CHECK-OUT

8.1 Before touching the array, Always Electrical records the check-in under its Electrical Work Standards §6: per-string Voc and Isc, insulation resistance where the equipment allows, production and module-level data, rapid shutdown function, and photographs of existing damage.

8.2 The check-in record is provided to Contractor before work begins.

8.3 Pre-existing faults are not Always Electrical's. Equipment faulty at check-in is documented and quoted separately. Without a check-in record that exclusion is unenforceable, which is why §8.1 is a condition of §5.2.

8.4 Check-out repeats the same measurements, compared against check-in and provided to Contractor with the invoice.

8.5 Third-party warranties are not assumed. Always Electrical does not take over manufacturer or installer warranties on equipment it did not install, and neither party represents to an owner that it has.

9. SCHEDULE AND SITE

9.1 Detach and reset dates are set in the work order. Contractor gives days' notice of a change.

9.2 Standby and re-mobilisation. Where Always Electrical mobilises and the roof is not ready, or the reset is delayed beyond days from detach, $ per occurrence applies.

9.3 Weather and the open roof. Contractor is responsible for protecting the roof between detach and reset. Always Electrical is not responsible for water intrusion during that period.

9.4 Storage. Panels stored ☐ on site by Contractor ☐ by Always Electrical at $. Risk of loss follows custody.

10. INSURANCE

10.1 Condition precedent — both parties. Neither party performs work, attends a site, nor invoices until its commercial general liability certificate is in the other's hands. A lapse suspends performance immediately and is a termination event.

10.2 Each names the other as additional insured on general and auto liability, with waiver of subrogation, and provides certificates annually and on any change.

10.3 Exclusions. Each party warrants its general liability policy does not exclude the work it is performing — specifically rooftop work and roofs above 29°. A policy that excludes the work being sold protects nobody while everybody relies on it.

11. INDEMNITY — WITHIN CALIFORNIA'S LIMITS

11.1 Each party indemnifies the other for claims arising from its own negligence or wilful misconduct, and its own scope of work.

11.2 🚫 Statutory limits, stated so neither party drafts past them. Civil Code 2782 and 2782.05 limit indemnity in construction contracts. A subcontractor cannot be required to indemnify or defend the direct contractor for the direct contractor's own negligence, for design defects, or for anything outside the subcontractor's scope of work. On a tender, a subcontractor may elect within 30 days either to defend with counsel of its choice or to pay a reasonable allocated share of defence costs (2782.05(e)). Any provision purporting to go further is void to that extent, and the parties do not rely on one.

11.3 Contractor indemnifies Always Electrical for the roofing scope, including the roof, penetrations and water intrusion, except where §2.4 places flashing with Always Electrical.

12. CONFIDENTIALITY AND NON-SOLICITATION

12.1 Schedule A rates are confidential trade pricing and are not published, quoted to third parties, or shown to owners.

12.2 Always Electrical will not solicit, quote, negotiate or contract additional work with Contractor's owner-customer. Not roofing, not solar, not electrical, not upgrades, not service. Always Electrical will not use project information to compete with Contractor for any scope.

12.2a Reporting is not soliciting, and Always Electrical will report. Always Electrical will notify Contractor, and Contractor only, in writing, of any condition it finds that is code-required, safety-related, or prevents lawful re-energising of the system — with the applicable code section and what clearing it would involve. Common examples are rapid-shutdown requirements triggered on reinstatement, service or main-panel capacity, bonding and grounding defects, unpermitted prior work, and damaged conductors or connectors.

This is a report, not a proposal: it carries no price and no offer. Contractor decides what happens next in every case.

The parties acknowledge why this clause is drawn this way. Always Electrical is the licensed electrical contractor on the array and cannot re-energise a system past a condition that makes doing so unlawful. Re-energising is gated on inspection, and departure from applicable codes exposes a contractor under B&P 7109 and 7110 irrespective of private agreement. A term forbidding Always Electrical from raising such a condition with Contractor would leave it only the alternatives of raising it with the owner directly or concealing it, both of which are worse for Contractor than this clause.

12.2b Enquiries from the owner go back to Contractor. Where the owner-customer raises additional work with Always Electrical directly, Always Electrical will refer them to Contractor and tell Contractor they asked. It will not price or scope the work with the owner.

12.2c Additional work, where Contractor wants it done. Contractor may contract the additional work with the owner and subcontract the licensed electrical scope to Always Electrical under this Agreement and a Work Order, against the trade price list issued under §12.1. Five conditions apply and none is waivable:

• (i) The parties invoice their own scopes at their own prices. Recognition of which party sourced the work is a stated fee on a named invoice line, never a share of the other's margin or profit. B&P 7029.1 makes it unlawful for two or more parties to act jointly as a contractor without a joint venture licence, and neither party will describe this Agreement or any Work Order as a partnership, a profit split or a joint venture.
• (ii) Contractor warrants its classifications cover what it contracts. B&P 7057 limits a general building contractor to projects requiring two or more unrelated trades unless the work is incidental and supplemental to a larger project it is performing; a single-trade scope contracted months after the project is not covered and must be contracted by an appropriately licensed contractor.
• (iii) Any individual who solicits or negotiates the owner contract — including an individual engaged by Always Electrical, where the owner contract is Contractor's — must hold Home Improvement Salesperson registration tied to the licence that holds that contract (B&P 7152/7153). HIS registration is held by individuals, not companies.
• (iv) An owner contract is subject to the home improvement regime in full: B&P 7159 form requirements, the three-day right to cancel, and a down payment not exceeding the lesser of $1,000 or ten percent of the contract amount (B&P 7159.5(a)(3)).
• (v) THIS CLAUSE REACHES THE EXISTING SYSTEM ONLY. The scope Always Electrical may take under §12.2c is work on, replacing, repairing or extending the photovoltaic and electrical installation already present at the property — the array it detached and reset, its attachments, conductors, terminations, inverters, monitoring, service and panel capacity, and additions to that system. A NEW photovoltaic installation at a property where none was reset, and the electrical scope of new construction or an accessory dwelling unit, are OUTSIDE this Agreement entirely. They are not priced on the trade price list, they do not come in on a Work Order under this Agreement, and Always Electrical does not contract for them here. Contractor wanting that work done contracts it with the entity licensed and engaged for it, under a separate agreement on that entity's own letterhead carrying that entity's own licence number. Why this is a hard line and not an administrative one. Each party to a construction contract must be the licensee that performs its scope — B&P 7031 denies compensation to a party that was not properly licensed for the work it contracted, and the defence is available to the person who paid. A Work Order issued under this Agreement for work another entity performs puts the wrong name on the contract and the wrong licence behind it, and the consequence lands on payment rather than on paperwork.

12.3 Contractor will not use Always Electrical's check-in data, system documentation or methods other than for the project they relate to.

13. LICENSING WARRANTIES

13.1 Each party warrants its CSLB licence is current and active, its bond is in force, its classifications cover the work it performs, and it will notify the other within five business days of any suspension, expiration, classification change, citation or accusation.

13.2 Neither party will perform or accept work outside its issued classifications.

Verify Contractor's licence before the first work order and at renewal. If Contractor's licence is not in good standing, the owner contract above this subcontract may be unenforceable under B&P 7031, and that reaches everyone's payment.

14. SAFETY

14.1 Each party is responsible for the safety of its own personnel and complies with Cal/OSHA Title 8, including fall protection on every roof.

14.2 Always Electrical's Qualifier holds stop-work authority over its own scope. Contractor shall not overrule or work around a stop-work call; an attempt is a termination event under §15.2.

14.3 Any injury, near miss or arc event is reported to the other party the same day.

15. TERM AND TERMINATION

15.1 Continues until terminated on days' written notice. Work orders already signed are completed unless completion would be unlawful.

15.2 Immediate termination on: either licence lapsing or being suspended; workers' compensation lapsing; a stop-work call overruled; work performed outside issued classifications; or non-payment beyond days of the due date.

15.3 Payment for work properly performed survives termination, as do §7 lien rights, §11 indemnity and §12 confidentiality.

16. GENERAL

16.1 Neither party may assign without written consent. Licences are not transferable (B&P 7075.1).

16.2 Entire agreement with its schedules and work orders; amendments in writing and signed.

16.3 Governing law, venue and disputes. This agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Venue lies in San Diego County, California. The prevailing party recovers reasonable attorneys' fees and costs.

Disputes proceed: good-faith negotiation between principals → mediation → and then, as ticked:

☐ Litigation in the Superior Court of California, County of San Diego.

☐ Binding arbitration before a single neutral arbitrator under the construction rules of , judgment on the award enforceable in that court.

One box is ticked before signature. Unticked, litigation is the default — arbitration is a waiver of the right to a court and a jury and is not implied from silence. Neither choice touches the mechanics lien rights preserved at §7, which are perfected in court on the statutory timetable regardless.

16.4 Severability, except that §1, §2 and §11.2 are not severable — if one fails the parties suspend the affected scope and renegotiate.

IN WITNESS WHEREOF, the parties execute this agreement as of the Effective Date. Each signatory warrants that they are authorised to bind the party for whom they sign, and that the licence stated beside their name is current and active as at the date of signature (§13.1).

SUBCONTRACTOR

ALWAYS ELECTRICAL & MAINTENANCE · CSLB #944166 · C-10 Electrical

Signature:

Printed name: Title: Date:

CONTRACTOR

· CSLB # · Classification(s)

Signature:

Printed name: Title: Date:

The date is entered by hand at signature and is never pre-filled.