Walmart Inc. (f/k/a Wal-Mart Stores, Inc.) v. Tesla Energy Operations, Inc. (f/k/a SolarCity Corporation) Document 55

Filed August 20, 2019

BackBack to Walmart Inc. (f/k/a Wal-Mart Stores, Inc.) v. Tesla Energy Operations, Inc. (f/k/a SolarCity Corporation), Supreme Court of the State of New York, New York County Case No. 654765/2019

EXHIBIT(S) - 249: Exhibit 249

Tags No tags have been applied so far. Sign in to add some.

  Formatted Text Tab Overlap Raw Text Right End
Page 1 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
EXHIBIT 249
Page 2 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
NORTON
,
July
BY EMAIL
James.Ozment@walmart.com
Harry.Long@walmartlegal.com
Eneida.Silcott@walmartlegalcom
David
Ozment
Harry
W.
Eneida
Long
Silcott
Boniche
Walmart
Inc.
SE
10th
Street
AR
Bentonville,
Re:
Notice
This
Tesla
sent
notice
of
breach
and
you
separate
Tesla
solar
vary
and
power,
that
frustrated
systems
unfairly
pretext
for
some
and
Walmart
Walmart's
offline
to
exploit
refusing
to
79
claims
the
use
breaches
of
comply
Th:r d
L1reet
of
they
it asserted
-
Walmart's
e
the
all
Today,
'iuí
that
ï 06

SolarCity,
for
to the
Inc.)
cure
that
retaliatory
day,
following
.
July
Agreements
operates

stores,
each
System
Lease
solar
&
the
or the
deliberate
just
contractual
four
and
otpher
obligations
car nic
of
terms
each
renewable
bad
idle.
because
systems
and

for
faith
Of
have
those,
Walmart
-
of
is the
it generates.
lie
but
unsafe,
of
clean,
delay,
Calif
specific
power
systems
rooftop
subject
Assignment
generate
reliably
concerning
the
purpose
underlying
or
photovoltaic
system
While
inoperable
Oaklond
(fka
demand
the
equipment
contract,
are
with
to respond
fundamental
systems
the
because
and
"Agreements").
the
purpose.
not
Solar
(collectively,
pays
the
Walmart
Agreement,
for
and
delivered
and
maintains,
respects.
breach
, 2019,
Walmart
at 248
maintains
fundamental
are
seeks
Services
of
of
Inc.
Operations
Energy
Breaches
rooftops
contract
in
supplies
Regrettably,

&
similar
Agreements
that
installed,
on
Power
or
Agreement.
Tesla
Cure
notice
the
July
cure
Material
located
Solar
up
for
for
to Tesla
on
("Walmart")
demand
know.
systems
follow
Inc.
Walmart's
As
energy
counsel
to
to Walmart
Demand
and
is litigation
firm
L
same:
Breach
of
I am writing
("Tesla").
the

as a
demanding
Page 3 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
concessions
from
extensive
and
delays,
prefer
to
course
for
of
or
conduct
to
business
relationship.
A.
.
began
Tesla
installed
systems
in
systems
in
,
passed
to operate
by
generated
over
B.
Solar
.
by
the
March
case
demanded
the
imminent
to
had
the
agreed
parties
inspections.
systems,
to
accommodation

its
that
investors
Thud
Street
of
to
on
parties
a
Walmart's
we will
claims
that
each
the
of
summarize
Tesla
the
has

with
of
that
against
systems,
Tesla,
inception
systems

the
and
parties'
the
in
about
in
of
another
and
;
the
was

system
granted
March

Gardena,
each
installation,
and
September
;
systems
and

or
addition
jurisdiction,
having
in
systems
;
with
construction
Tesla
permission
the
,
of
the
the

second
all
of
of
the
systems
whether
or
unrelated
came
are
paid
Sulie

the
remediate
was
based

on
Oakland
of
cost,
energy
other
Although
to
conducting
for
systems
customer.
issues.
Tesla
the
extent
the
most
of
by
the

no
posed
unaffected
generated
Calhomto
sites,
and
a valued
since
Walmart
otherwise.
the
after
necessary
the
or
that
identified
any
at a significant
at the
in
events,
,
events
events
request
thermal,
May
systems
demand
at Walmart
installed
ofthermal
thermal
to
accommodate
and
on
fires,
history
from
remediation
Spring
systems
otherwise)
system
Walmart's
experienced
these
no
in
commercial
remaining
had
systems
Accommodated
Events
California)
to
each
This
and
two
property,
acquiesced
in
Thermal
(contractual
mutually
added
September
Indio,
other
agreed
Tesla
continues
the
electricity.
de-energize
inspect
and
systems
to
authority
,
or
rooftop
Obligation,
and
those
right
Tesla

Between
of
all
dealings
from
I systems
:
Following
safety
no
de-energized,
further
that
the

Unrelated
May
Tesla
fact
risk
Walmart
After
fire.
that
despite
local
Ohio
a roof
put
Systems
Subsequent
MWh
and
each
in
in
the
regarding
counsel,
of
systems
utility.
Concerns
(Beavercreek,
first
of
as Walmart's
Photovoltaic
Contractual
Without
In
repeated
client
My
has
Nonetheless,
notice
as well
reaching
in
,000
sites
made
positions,
Tesla.
document
to
evidence
Walmart's
the
eight
local
the
Walmart
and
eventually
inspection
to
has
shifting
conduct
letter.
is on
contracts.
systems
;
cost
Tesla
now,
and
attempt
in a single
to preserve
operating
system
California
that
other
Rooftop
Tesla
a year
Walmart's
to
realistic.
faith
bad
consultants,
The
but
dispute,
nor
s duties
and
own
over
inconsistent
at significant
all
this
ensure
as Walmart
Walmart's
For
systems,
Walmart's
necessary,
Agreements
sites,
to
misconduct,
as well

litigation.
is neither
breaches,
all
demands,
solution
course
It
on
accommodate
unreasonable
a business
collision
it,
Tesla
efforts

the
systems.
be
Page 4 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
Walmart
C.
Walmart
Regrettably,
For
process.
address
Walmart
potential
agreed
inspected
engage
with
or
multiple
Tesla
Penalva,
protocol
of
Nagel
James
a new
negotiated
Walmart
In
inspections
were
met
for
on

parties
to
fundamentally
and
immediate
connection
that
Those
alleged
were
Tesla
to
of
faults,
the
no
thermal
apparent
process
merely
of
P?
inim
of
a thermal
to find
and
fault
involved
with
the
as part
3n e el
3ude
its
ofa
the
good
criteria
sites.
on
terms
that
would
negotiated
create
Walmart's
and
own
Walmart
cannot
demanded
its
unilateral
demands
until
exercising
that
event,
had
never
and
that
consultants
pointing
OoMand
had
its
had
experienced
contractual
experienced
even
out
issues
inspection
had
that
of the
COMomo
property
in
were
right
Tesla
disputes
the
technicians

re-
inspected
agreed
systems.
to
thermal
any
been
expressly
observed.
they
and
misconduct.
allegedly
and
the
demanded
originally
not
January
progress
Walmart
of
pass
incurred
from
reports
those
fees
systematic.
that
re-energize
actually
inspections
experts
the
consultant
systems
including
reviewed
that
Unless
Tesla
on
headquarters
did
for
the
and its.'
Reports,
pilot
the
on
demands,
sites
and
events.
Walmart
addressing
three
to
had
Tesla
even
unreasonable
risk
that
that
risks
prevent
-
parties
that
December
complete
agreed
,
Agreements,
the
liability
on the
attorneys'
its
pay
purported
against
,
January
separate
terms
patently
systems
protocol

unlimited
it would
the
which
to
damages
four
posed
advisers
in the
all
the
insure
those
of
decreed,
an
of
on
Then,
commercial
to
Tesla
with
energize

Tesla
to
that
Walmart
pursuant
the
payment
and
damage,
event,
one
addition
In
met,
every
expose
year.
insisted
Inspection
had
asked
Marshall.
Through
to Walmart's
"maintaining"
for
a plan
on
all
and
hired
Conditions
would
Tesla
the
on
Walmart,
in
only
Tesla
CEA,
Tesla
invited
and
prior
change
force
upon.
prevent.
in the
to
Walmart
and
as Tesla.
Following
Tesla
January,
Clarita.
Santa
re-energization
made
that
and
Tankersley
and
. 2019,
discuss
amendments
Mr.
by
not
as Casey
(CEA)
Feedback
Not
protocol,
did
Walmart
,
lost
to
online.
feedback
Extra-Contractual
agreed
early
the
any
agreement
and
By
back
agreed
Walmart
as well
HDR,
were
Provide
to
on
time,
provide
Associates
Months
Imposing
Walmart
Colton
or
protocol
systems
September
reaching
By
protocol.
both
sites.
about
Consultant,
and
new
with
two
January
had
agreed
the
reports
or
inspection
the
the
relying
During
Protocol
inspection
that
Energy
input.
Failing
its
Pay
Tesla
using
those
,
Failing
December,
inspections
Instead,
by
to
Tesla,
Tankersley
protocol,
delayed
bring
of
Clean
Delays
Caused
Re-Energization,
by
of
to
or
in
Gene
their
with
sites.
Later,
Mr.
and
and
and
,
inspection
reports.
be revised
issues
system
the
the
including
and
consultants
D.
the
Inspection
First
a compmhensive
devised
in July
of
the
obstructed
repeatedly
protocol
on
Reneging
operational
concerning
consultants,
agreed
or

substance
David
new
that
to
by
promptly
safety
approximately
content
has
Tesla
example,
any
Delays
Caused
to.
those
onsite
Page 5 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
at that
Notably,
to
detennine
root
The
contractual
Walmart's
provide
an
did
not
Three
Walmart
provide
alleged
root
cause
damages
specific
and
Walmart
he was
with
Tesla,
was
the
safety
provided
never
not
delayed
and
were
performed
sites
to verify
visits,
themselves,
Tankersley
once
Tesla
was
But
again
despite
learned
preventing
99
Thud
re-
that
do
so within
on
for
be
date.
May
more
two
,
,
information
compensated
did
not
for
cite
any
any
feedback
for
feedback
or
commentary
on
Tankersley
was
the
reports,
on
the
and
agreed
Mr.
same
progress
on
treet
5une
these
his
pay
any
fees
When
and
Tesla
administrative
would
Tankersley
confirm
that
to
failed
to
because
asked
issues
the
Os
costs
site
and
visits
Oakla
any
Tesla.
nd
of
visit
had
each
with
dispute
Walmart
C GHfame
in
the
of
had
been
that
work
performing.the
progress
As
contract
that
to
work
provided
proposal,
make
by
payment
need
remediation
the
that
Walmart's
pay
entreaties
the
to
feedback
work.
repeatedly
repeated
that
that
objection
to
failure
share
those
Tesla
told
Tankersley
not
could
agreement.
admitted
no
had
reports,
reviewing
Mr.
and
engagement
that
reports
even
June
provide
Walmart's
a new
insisting
Walmart
to
Eventually,
the
Tankersley's
Tesla
and
expeditiously,
inspections.
Mr.
the
as described.
to
Walmart
began
need
Walmart
not
Tesla
Mr.
involving
on
delaying
did
feedback.
related
a dispute
matters,
also
from
that
such
any
signatures
these
Walmart
inspected
of
and
as of
to authorize
Tesia,
demand
its
However,
site,
any
requests
work
performing
Indio,
events.
Walmart
provided
for
about
of
and
reports
it would
purported
first
Tesla.
by
from
and
thermal
repeated
because
waiting
Walmart
site
with
assurances
has
that
site
four
despite
Indeed,
done
the
reports
reports,
Beavercreek
of
its
the
as of
from
and
provided
Walmart
said
raising
inspections
the
inspection
but
however,
at scale,
such

not
sites.
Tesla
emails
did
to
meeting,
inspected
pressed
call,
parties
inspections
the
provided
passed
citing
the
required.
follow-up
the
Tesla
some
a resolution
to conduct
also
that
during
safety
had
already
re-energization,
from
concerns
inspection
allow
and
Tesla
repeated
of
of
Although
While
site
now
call.
had
position
after
be performed
provide
to
negotiate
to
diligently
March
phone
that
its
later,
to
and
Walmart
early
systems
weeks
refused
the
,
the
in
to try
the
.
,
conclusion
conducting
or
promptly

work
willingness
customer.
the
begin
protocol
information
report
April
of
Walmart
weeks.
about
the
valued
At
to
its
agreed
they
the
worked
with
inspection
In
.
energization
he
again
Walmart
completed,
adequacy
its
weeks.
Tesla
of
additional
January
expressed
to
next
that
on
headquarters
Tesla
meeting,
the
authorized
the
once
Tesla
the
demand
sites.
demands,
over
expressly
the
accommodations
during
as to
issue
of
not
did
at Walmart's
other
demands
Walmart
at any
met
and
Walmart
time,
Walmart's
agreement
reach
in
cause
parties
with
disagreed
no
point
first
scheduling
the
be
any
reports
with
demanded.

Mr.
Given
the
Page 6 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
Ozment
D.
et al.
,
July
Page
substantial
losses
Walmart's
decision
the
delay
to
resolution
Similarly,
for
a scope
(upfront),
repeatedly
conceded
be
Walmart
shared
Tesla
of
of
work,
Walmart
Tesla
to know
the
reasonable.
Walmart's
dispute
a document
with
he
of
June
asked
.
May
Walmart
later
on
request
Mr.
be
will
and
on
,
and
its
time-that
Tesla
further
$600,000
work
Then,
inspections"
of
to
representatives
counsel
repeated
first
for
scope
about
scope
though
fees
Walmart's
or
Tesla
the
(even
is doing
the
basis,
Tankersley
demand
Tankersley.
Mr.
"HDR
saying-for
declined,
what
Walmart's
In
When
site.
Mr.
a daily
consultant
outside
with
called
solar
faith.
thereafter.
with
fee
to
bad
to provide
was
was
a typical
on
agreed
on
mounting
Walmart's
of
commitment
request
work
because
equipment
want
of
of
are
owed
of
reasonableness
that
this
scope
provided
the
scope
not
that
the
a portion
Tankersley
confirmed
sums
short
nothing
cover
and
were
trivial
was
the
Mr.
that
relatively
to
evaluate
years.
that
the
agreed
two
investors
its
matter
Tesla
over
not
listed
this
to
Tesla
could
allow
of
work
repeatedly
told
to
of
and
and
Tesla

said
June
,
that
simply
for
an
actual
does
Tankersley
onsite
it
his
during
inspections).
E.
Walmart's
for
Wait
Yet
its
in
Walmart's
not
The
in
hand.
was
As
was
at least
proceed
result
for
at scale
If
of
the
root
absolutely
ignorant
Yuba
charged
had
wants
about
to
root

be
Indio
City
and
)
changing
demands
until
incidents
(and
Denton
Systems
Perhaps
reenergized
attorneys
Indio
of
with
Systems.
Tesla
for
is
provides
first
the
time
is
This
too).
incidents,
system
army
of
and
occurred
all
from
four
and
on
and
lawyers.
which
work
there
done
prepared
Walmart
reports
cause
any
sites
for
apparently
before
cause
consultants
$300,000
than
root
existing
the
inspected
more
incidents,
this
the
in
Walmart's
Walmart
All
about
concems
cause
specific
can

in
a "final
authorized
Tesla
to
inspections.
with
information
information
has
and
(or
constantly
and
failures
from
and
experts
City
for
and
designed
possible
input
Beavercreek.
Walmart
Walmart-that
Walmart
the
was
all
extensive
Yuba
of
Re-Energization
either.
protocol
Walmart's
faith
systems
the
position
purportedly
with
bad
that
Analyses
Beavercreek
to detect
upon
cause,
the
the
apparently
faith
designed
based
incident,
connection
report"
of
for
inspection
current
crafted
an
good
Walmart's
none
letter,
or
It was
to root
that
analyses
July
a reasonable
of
Demand
Cause"
"Root
example
insistence
cause"
"root
New
and
Additional
another
current
final
Belated
know
cause,
Third
what
have
been
the
those
concerns
what
luhe
1Q6
about
of
any
are.
own
But
Tesla
particular
for
consultants
OckMnd
the
sites
otherwise
with
shared
safety
its
or
site,
Tesla-and
by
about
withhold
Sheef
specific
provided
should
concerns
any
C alifomM
general,
known
ago.
And
site
now,
Tesla
to
experts

say
as a
by
long
Walmart
and
in
that
have
if
it is
found,
and
Page 7 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
insist
that
more
on
components
neither
definitive
those
Indeed,
November
Tesla
of
,
after
Tesla
for
and
Additional
reports
on
only
raised
there
was
letter
-
Tesla's
inspection
that
simply
a lawyer's
the
reports
the
reports,
no
has
performed
of
at least
the
describe.

has
F.
Walmart
"Negotiations"
Further
Refusing
to
explained
above,
are
that
that
if there
the
had
and
all
that
of
has
identified
not
issues
have
no
issues
is adequate
reviewed letter
with
these
they
have
the
is
and
fixed,
as
any
defect
in
and
today,
and
on
reneging
to pick
about
now
identified
and
to operate-and
ready
been
July
concerning
systems
demands
Tesla's
to have
July
identified
questions
been
showed
to
actually
the
already
it has
that
Walmart
Tesla
provided
in
inspected
protocol
.
,
have
the
shifting
made
take-it-or-leave-it
claims
described
of
Tesla.
Walmart
in response
has
consultants
safety
objectives
from
after
Walmart
has
and
sites.
breach
Walmart
conceded
safe
of
Tesla
its
Indio
information
that
April
as a pretext.
Walmart
reports
for
the
money
in
on
inspected
that
event,
history
and
even
they

with
meeting,
assertion
kind
the
expressly
Thus,
the
that
any
its
protocol
that
reports
conclusion
despite
now
the
Tesla-is
,
demands
call
of
Walmart's
"review"
the
challenge
Tesla's

final)
issues
In
to
dispute
by
other
and
unreasonable
,
any
whether
of
robustly.
provided
of
non-safety-related
patently
legal/business
the
recitation
grounds
its
of
a tit-for-tat
provided,
inspection
site-regardless
satisfied
payments,
host
more
whether
Walmart
commitments,
(or
unclear
Importantly,
agreed-upon
on
joint
response
to challenge
any
October
(on
appeared
January
the
-
(or
reports
focus
the
or
no
reports
initial
re-energization
first
themselves
basis
on
more
reports
Tesla
remediated.
is no
the
inspection
damages
at the
or
letter
It remains
reviewed).
to
among
letter,
for
July
contains
reports
not
to delay
basis
re-energize
Walmart
concessions,
request
its
no
the
turned
, 2019,
Walmart's
has
instead

April
detailed
provided
were
,
January
proposal
the
to
faith.
Beavercreek),
contractual
securing
and
good

provided,
in the
sites
nor
reasonable
is needed
information
the
current,
all
up
prior
systems,
been
if
issues,
there
for
months.
As
number
to
of
conditions
agreements.
consider
thermal
While
that

Re-Energization
Demand
Its
by
Slow-Playing
Amendments
Contract
for
and
Then
to
impose
parties'
Negotiate
amendments
events
Delayed
Over
on
Thhd
in
beginning
did
that
would
caused
Street
,
January
re-energization,
Tesla
it either

including
not
agree
increase
or
Sun
should
with
purported
Walmart
a wholesale
this
Tesla's
have
faMar,
revision
supposed
liability
condition,
in
the
event
prevented.
olitondo
Q460
the
to
it was
of
future
willing
a
Page 8 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
Tesla
Despite
sent
its
Tesla's
April
it sent
when
of
$600,000
upgrades
in
to
(1)
certain
Tesla
must
can
$600,000
to
cover
maintenance
to
site
made
cause
of
Tesla
advance
"in
order
to
contractual
payment
Even
need
for
as Walmart
and
energized,
was
about
its commitment
energy
it purportedly
htt is://eor
htt
s://cor
on
each
additional
that
of
orate.wal
and
mart.cpm/es
s://cor
they
toward-audacious-
ro ect-~i~>aton9".
TJ>irc'> ilreet
thermal
in
pay
the
for
of
can
solar
If
Walmart
operation
the
up
to
its
full
and
devote
facilities
pursuant
a clear
is offering
negotiations.'
circular
further
work
analyses
lie
on
path
determining
solar
it has been
claims
including
See.
and
its
desire
event,
of
to
(3)
Tesla
re-energization.
boasting
total
to
Walmart's
systems
misleadingly
a
amount
to be reto the
of
public
solar
e.g.>
ort/environmental;
room/20
lion-
l 9/05/08/walmart-on-track-to-reduce-I-bi
lv-chains-bv-2030;
re
(I )
for
willingness
mention
the
Tcsla
from
reporting,
photovoltaic
about
.
,
included:
thermal
as a precondition

list
Walmart's
a future
no
April
to see
That
signaling
was
on
needed
(2)
of
call,
There
of the
idle,
place
monitoring
,
any
event
enhanced
cause
all
took
events,
the
issues.
energy,
>re
the
those
at its sites.
orate.walmart.corn/news
orate.walmart.com/es
of
which
matter,
site
(4)
metrie-tons-of-emissions-from-global-su
htt
(3)
Agreements.
reimbursement
Walmart
it purportedly
fruitful."
would
be
April
to permit
to renewable
generated
the
Walmart
what
to
the
root
refusing
insisting
the
meetings
fees,
on
was
discuss
related
items
Walmart
accommodate
purported
those
then
need
purported
a specific
consultant
of
the
to
Tesla's
lurther
and
events.
further
damages
monitor
commences
(2)
the
Indeed,
a number
payment
up-front
Walmart,
by
years,
"moving
on
monitoring,
amendments
re-energization
reiterated
terminate
future
each
to
whether
to
of
thermal
two
upgrades.
to
mention
to
condition
a
concluded:
as guarantee
for
orderly
and
Walmart
call,
alleged
right
for
addressed
the
but
a call
into
until
on
demands,
contracts)
site
s letter
pteposed
consultants
site
invitation
prior
the
decide
for
payment
no
requested
of
an
enter
as well
at each
changes
not
to
of
costs
prompt
site
but
Walmart
In
the
by
forward,
root
the
activities
attention
Walmart
amendments
amount,
future
at all,
respond,
to
.
,
February
other
amounts;
purported
requirement
outstanding
not
with
damages
Walmart's
contract
the
did
along
disputed
capabilities.
the
accept
confirmed
to the
payment
monitoring
Walmart
on
Walmart
purported
addition,
parties'
the
existing,
binding
of
for
amendment
amendment,
In
fees
accept
a contractual
a response,
under
consultant
Tesla
Again,
basis.
conditions:
familiar
for
re-energization
(i.e.,
for
a proposed
take-it-or-leave
of
'-
request
repeated
, 2019,
putyorted
forward"
the
proposal
initial
htt
ort/data:
s://www,
reenbiz,corn/article/wahmart-inehes-
pal,
"-vilr>
'
C>'cloud
'

otilorntc.
940G7
Page 9 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
Walrnart's
Despite
work
Walmart
with
come
with
up
Walmart
and
discussed
on
instead,
June
client
My
has
then
inspection;
and
conditions;
diverted
this
previously
result
These
for
of
on
provide
draft
to
try
its
and
investors
June
.
Tesla
feedback.
But
again
amendment,
on
a
are
demanded
Tesla
had
hoped
as a gesture
Walmart,
unreasonable
commercially
to
of
reach
and,
agreement
on
a
Wahnart
cut
off
goodwill,
that
enough.
cannot
Walmart
impose
extra-contractual
new,
then
negotiation
invite
the
undermining
(and
has
goodwill
those
on
the
Tesla
exercise
wasted
had
of
unreasonable
improper,
unfortunately
that
a protocol
renegotiate)
conditions
over
Walmart
to negotiate.
refuse
negotiate
sought
time
and
to preserve
of
explained
conduct
Agreements
the
in Tesla's
descr
bed
notice
July
Walmart
above.
of
breach
and
breached
materially
for
demand
cure,
the
by
investors.
rnake
leaders,
provided
would
its April
back
sent
reviewing
business
Tesla
Walmart
which
While
Breaches
the
Walmart's
to
which
to
Walmart's
process.
As
in
to
while
Walmart's
engaging
had
then
G.
Agreements
on
Walmart
for
rights;
resources
throughout
counsel,
continued
time
to engage.
try
contractual
Tesla's
by
changes
it refused
when
Tesla's
simply
accommodation
dialogue
with
timeline
nonsensical
instances,
many
considerable
basis.
contractual
reasonable
spent
counter-proposal.
the
Tesla
unreasonable,
wholly
Tesla
working
Walmart
,
it
The
for
and
being
faith.
a reasonable
take-it-or-leave
in
good
amendment
proposed
to
demands
in

breaches
but
include,
power
the
Walrnart's
systems
obstruction

Third
caused
have
5heet
are
not
significant
limited
generate
of
Tesla's
Suite
-
to,
compensable
the
power
that
efforts
to

Oakland
payments
has
not
damages
that
Walmart
been
generated
re-energize
CORiosnic
and
operate

to
Tesla
and
is obligated
solely
the
as a
systems
its
Page 10 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
Ozment
D.
et al.
,
July
Page
pursuant
least
to
contract.
$13.7
(not
million
(based
daily
Over
on
of
lost
including
historical
Walmart's
Tesla
II.
course
the
Denies
a single
the
year,
and
incentives)
amount
of
it increases
those
damages
at least
by

is at
$37,400
load).
Claim
Walmart's
that
Has
Tesla
Breached
Materially
the
Agreements
The
their
parties
counsel.
to
begin,
its
own
That
After
Walmart
notice
some
For
breach.
the
As
A.
of
leverage,
or
letter
thermal
events
are
of
that
weeks
in
as rare
given
at its
all
stores,
of
Power
fact
inspected
thermal
City.
the
City
that
events
Tesla
of
in
The
its
hopes
content
of
of
the
actually
s claims
and
occurred
at four
shares
of
Walmart
for
demand
Events
above
was
systems.
merit
in
the
to have
Thermal
been
has
call
made

any
course
and
their
the
Walmart
it seeks
Yuba
and
appears
only
has
teams
before
Walmart
delivered
Agreements."
Services
alone.
notice
claims
always
&
denies
efficiently,
is and
evening,
timing
had
and
shortly
maneuver,
the
concessions
legal
to discuss
July
has
cure.
separate
Walmart's
sites:
desire
all
safely.
Each
committed
to
ensuring
of
that
the
that
as possible.
number
the
the
reliably,
possible
of
which
to
eliminate
now
as Walmart
system
Solar
that
Walmart's
Yuba
Tesla
it is not
a given
fact,
and
and
Unfortunately,
or
the
that
unequivocally
Indio,
operate
is regrettable,
of
to
discusses
Indio,
system
every
incidents
right
Tesla
Tesla
none
Denton,
Denton,
and
doubt.
legal
Beavercreek,
Beavercreek,
site
of
below,
other
when
Later
by
the
of
and
and
breach,
of
merely
as does
fact,
afternoon
a pretextual
is revealed
,
May
explained
Walmart's
each
that
in
was
the
business
call.
Breach
Material
degree
avoidance
contractual
no
of
breach
back
the
for
of
notice
canceled
of
call
sides'
both
by
Tesla's
notice
confirms
drafted
attended
receiving
"Notice
retaliatory
merely
been
be
unilaterally
Walmart's
obtaining
a conference
scheduled
to
dispute,
ongoing
outside
had
publicly
have
all
Tesla
asks
reported
nothing
to
to
fires
do
potential
risks
do.
Walmart
that
have
with
solar
of
Bre
needs
occurred
photovoltaic
at a given
no
reminder
even
in
systems.
recent
See,
e.g.,
•
https://www.courier-tribune.com/news/20190715/walmart-evacuated-due-to-fire
at that
fire
store
in Asheboro,
North
Carolina
requiring
evacuation;
second
a week);
https://www.vestar.com/story/news/local/2019/07/10/cardboard-catches-firefire
•
,
(July
in
behind-oxnard-walmart/1699468001/
Oxnard,
California
store);

5tmef
Third
(July
5eHe

Oekgand
,

cardboard/trash
Colitomte

fire
at
such
Page 11 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
https://www.weeklvcitizen.com/news/20190709/walmart-closed-evacuated-on-
•
suspicion-of-fire
of
, 2019
(July
evacuation
of
store
on
account
fire);
pittsfield.577821
(June
,
fire
inside
Massachusetts
Pittsfield,
store);
https://www.wkrg.com/top-stories/fire-at-thomasville-walmart-closes-store-
•
sunday-evening/
(June
,
electrical
fire
Thomasville
inside
Alabama
store
closure
of store);
requiring
https://krcrty.com/north-coast-news/eureka-local-news/crescent-city-walmart-fire-
•
bums-close-to-propane-tanks
Crescent
(June
California
City,
,
cardboard/recyclables
fire
at
store);
https://www.riverbender.com/articles/details/granite-city-fire-department-quickly-
•
(June
extinguish-fire-at-walmart-35980.cfm
,
fire
inside
store
in

arson
Granite
Illinois);
City,
https://www.ktre.com/2019/06/10/police-man-arrested-after-setting-fire-
•
(June
nacogdoches-walmart-store-closed-due-damage/
Nacogdoches
Texas
,
inside
store);
https://wctil2.com/news/local/two-vehicles-pumps-burn-at-walmart-gas-station-
•
in-jacksonville
,
(May
fire
at Walmart
gas
station);
https://www.oregonlive.com/crime/2019/05/fire-inside-lebanon-walmart-creates-
•
toxic-smoke-closes-several-nearby-businesses.html
inside
We
Yuba
diligent
not
and
mitigated
warrant
that
are
Agreement
the
has
incidents
that
in
been
with

subject
its
advisers,
compensation
Thlrd
Street
a different
parties'
the
obligations.
with
Walmart.
and
Tesla's
to
5uite
Walmart,

a solar
to
the
of
constitutes
site,
the
or
much
Agreement.
rights
even
Oakiond
the
to
address
where
arise
Tesla
CoHtomic
not
just
as
Tesla
from
Agreements.
a breach
or
of
event
are
advisers,
causes
believes

of
evidence
the
of
a
property
and
obligations,
the
be
does
stores.
of
as you
outside
Walmart's
its
a breach
and
and
Accordingly,
insurers,
Tesla
is evidence
In
respective
in
losses
that
parties'
less
can
system,
a fire
be
and
which
cannot.
cover
terms
of
photovoltaic
never
will
indemnities
affected
the
to
out
own
there
incidents
to
in
Indio,
design
and
some
unfortunately
a fire
under
four
closely
outside
provide
these
spell
working
and
and
full
that
and
applies
site,
Agreements
is complying
warrant
which
be
fire
Denton,
planning
reasons,
chemical
businesses).
nearby
at Beavercreek,
careful
varying
some
never
responsibility
of
other
widely
and
warranties
those
despite
that,
for
will
cannot
Tesla's
Tesla
by
at some
consultants
and
none
However,
damage,
against
there
negotiated
Walmart
to trivialize
occur
of
evacuation
,
(May
requiring
incidents
may
that
not
does
store
we emphasize
Rather,
oversight,
incidents
Tesla
these
fires
Walmart
breach
cite
City.
cannot
and
Oregon
Lebanon,
do
anticipated
and
Louisiana
Gonzales,
https://www.berkshireeagle.com/stories/fire-causes-evacuation-at-walmart-in-
•
and

well
aware,
Tesla's
of
Tesla
these
it does
own
four
not
Page 12 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
.
July

Page
bear
and
below,
In
of
the
such
will
continue
thermal
as discrete
issues
from
basis,
demonstrate
that
Not
Walmart
so.
the
narrow
of
potential
the
the
and
cause
explained
As
findings.
about
questions
The
fact
that
Walmart
by
Walmart
has
shared
any
never
We
Tesia's
anticipate
is entirely
with
disagree
the
customary
2M
within
breaches
Third
will
the
Sh ee
may
just
require
solar
t, 5uite
incidents
the
participation
possible,
adequate
an
Walmart
evidence
the
isolated
and
to
Mr.
protocol
that
condition
Indio,
is broad
to
have
City,
or
appears
or
to
with
basis
inspection
of
the
in connection
done
Denton,
Yuba
event.
to share
willing
or
safety
share
that
has
its
its
to
views
or
immediately.
suggests
sestrongly
nothing
consultants
own
information
done
having
do
with
that
safety.
Consultants
list
a lengthy
maintenance
us
and
allow
all
of
that
Tesla
these
its
i Co
Letter,
Walmart
does
OakloñO.
confirm
fact
Calitomic
not
that
identify
or remedy
consultants
parties'
and
The
identified
We note
them
the
at
findings.
have
The
maintenance
industry.
the
in the
"defects
Systems"
at 4.
to
contention
that
negligence."
periodic
of
supposed
and
power
purported
Walmart
before,
would
of
Tesla
by
dispute.
this
four
with
as
any
to
On that
at 3.
examined
and
provide
never
installation,
those
be
about
reasons
disputes
Walmart's
with
systems
with
that
thus
widespread
systemic,
that
Tesla
site
remains
has
any
failures
to operate.
thermal
and
of
systemic
Letter,
reasonably
that,
a future
includes
for
list
of
causes
isolated
broad,
negligent
claims.
its
actual
result
Walmart
agreed-upon
Walmart's
and
hired
specificity
location.
also
also
this
Tesla
Walmart
for
inspection.
Walmart
by
of
of
consultants,
remedy
so-and
by
letter
and
the
the
symptoms
extent
can
concerns
urges
done
Findings
operation,
defects
Tesla
not
re-energization
s July
particular
shared
specific
consultants
supposed
of
has
Purported
installation,
a risk
Walmart
has
"are
at Beavercreek,
has
cause,
the
and
identify
know
the
is confident
parties'
incidents
not
safe
its
the
Tesla
root
Walmart
to
are
and
provided
Tesla
the
Walmart
sites
inspected
below,
is delaying
B.
the
if
Again,
reports
to present
appears
otherwise
circumstances
testing
confirmed,
of
the
to
the
or grossly
Systems."
as discussed
payments,
remainder
none
"are

identify,
more
enough
thorough
the
consultants,
and
gl
Tesla
event,
Moreover;
already
a potential
that
and
cause
sites.
have
Tankersley
thermal
Although
root
that
remaining
causes
failure,
the
remediate
enough
each
advisers
its
subrogation,
been
For
and
that
of
claims
ofthe
it does
negligent
widespread,
resolve
that
and
maintenance
Walmart
to
asserts
says
certain
authorized
Walmart
with
Walmart
and
none
has
it nonetheless
malfunctions,"
Tesla's
operation,
Tesla
work
events,
unsupported
cause
to
equipment
arising
inspection,
losses.
although
addition,
four
those
for
responsibility
repair
that
"confirm[ed]
Agreements
some

in
a manner
sites
in
that
fact
Page 13 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
.
.Iuly
Page
maintenance
need
neither
nor
surprising
inspections
is equally
unsurprising.
monitoring,
that
but
have
been
addressed
input
from
Walmart's
these
issues
some
of
will
be
Reports
As
noted
to
to
, despite
and
that
sort.
then
the
Walmart
been
occurred
improved
of
under
will
D.
operate
Claims
Walmart
provisions
maintenance
further
concerning
of
that
not
of
any
dispute
that
sites),
they
protocol.
to the
protocol,
and
remedied
no
agreed
original
each
in
provided
even
Tesla
time
the
providing
inspection.
substantive
and
Prior
feedback
the

Third
standards
Once
Sheet.
forward.
or
of
and
will
each
the
those
be
of
protocol
has
the
avoided
that
in
has
the
inspections,
Tesla's
meaningful
to
nothing
that
site
of
cured.
assurances
cured
from
substantial,
continuing
that
assurances
the
future.
the
Breaches"
Tesla
has
governing
again,
sulie
been
appears
been
in
)
identified
are
they
address
meaningful
derived
going
to
Tesla
Walmart
have
issues
not
reason,
that
breach,
inspection
close
learning
provide
that
no
have
the
itself,
Material
contends
systems.
-has
some
While
of
it sought
everything
in
issues
evidence
breaches
safely
(.for
maintenance
still
the
the
intended.
had
somehow
is adopting
all
"Ongoing
the
if
future,
contracts
fashion,
parties
asserted
protocol
reliably
of
pursuant
reviewed
summary
Walmart
the
that
the
extensive
rooftop
that
agreed
has
in
[purported]
in
monitoring
systems
those
or
obligations
extent
does
Walmart
of
issues
- with
the
Tesla
use
sites
sixty
Walmart
any
that,
The
occur
and
tools,
Protocol
identified
are
that
We disagree.
will
the
revised,
as the
addressed,
causes
underlying
future."
correction
those
sites,
parties
To
(and
at some
Walmart
themselves
evidence
and
that
protocol
complains
identified
site
requests,
recites,
simply
reports
are
They
states
the
using
is
reports.
letter
and
addressed
repeated
these
July
reports,
contend
the
Tesla's
the
error
processes,
the
the
December.
Inspection
issues
its
-
now
comprehensive
for
on
that
through
over
to
in
degrees.
inspected
the
present
rooftop
Agreed
a year
thorough,
improve
to
been
on
remedied
to
describing
of
any
The
and
pursuant
thirty
Walmart
agreed
that
fact
for
opportunities
protocol
Walmart
idle
breach.
have
to varying
Tesla
above,
chance
any
may
at any
exist,
The
and
inspection
-
Pursuant
then
reports
the
did
the
of
issues
revised
addressed,
C.
regarding
welcomes
evidence
exist
issues
and
Tesla
been
have
improvement
is not
the
that
Agreement.
any
for
consultants
identified,
protocol,
July
in
genuinely
these
of
areas
whatever
event,
any
a breach
too
sites
especially
identified
have
In
repair-
and

we
i O
failed
to
Tesla's
deny
those
OaMond.
comply
with
installation,
claims
Colik·min
various
contract
and
operation,
of
breach,
+4607
none
of
which
the
Page 14 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
are
tied
to
particular
any
supported
even
and
property
disconnect
risk
or
of
that
the
the
or

at all
will
systems
upon
true
of
the
protocol.
the
again,
an
which
are
not
once
they
obstacle
to that
at 8).
on
damage
scores
or
effort
to
of
that
respect
has
do
basis
same
agreed-
the
is Walmart's
to
no
The
so.
under
any
to
injury
with
Walmart
inspected
inspection
to
to believe
especially
actual
been
right
breach
protocol,
no
have
of
And
agreed
makes
for
or
Letter,
reason
no
risk
law.
the
(Walmart
supposed
people
the
has
a claim
imminent
Tesla's
to
injury
Walmart
have
applicable
indeed
and
only
make
that
or
systems.
Walmart
under
systems,
remaining
Once
-
risk
of
many
claim
that

cannot
of
and
damage
such
and
inspected
imminent
any
of
the
create
violations
been
have
of
Tesla
systems
risk
and
that
to claim
be
at all.
de-energized
property
law,"
Walmart
disagrees.
inspected
a generic
risk
one
every
letter
otherwise.
makes
applicable
and
Walmart's
imminent
an
of
each
not
currently
people
violations
or
Walmart
assertions,
strongly
it has
in
disputed
. . . create
remove
Tesla
sites
those
breaches
"continuing
allegation
allegations,
by
on
Based
factual

and
delay
intransigence.
E.
In
Effectuate
right
to
these
Demand
Walmart's
letter,
its July
Cure."
of
any
Letter,
that
given,
energization
of
Final
the
Walmart
is truly
findings
Satisfaction
that
Tesla
future,
the

As
the
noted
sineet
satisfy
our
most
demands
its
isolating
root
safely
above.
own
and
Tesla
of
inspection
derived
suhe
experts
from
i co
strongly
each
those
site
its
analyses
Walmart
has
re-
Subject
to
City.
Tesla
of
completed.
we urge
and
believes
that
has
inspections,
Oakland
of
that
the
if
Again,
Walmart
is
to
share
consultants.
maintain
reliably
Yuba
and
of
are
cause,
and
protocol.
all
re-
expeditious
the
Indio,
reports
reports
that
as follows:
Denton,
as those
contractual
any
that
requirements
agreed
to
to begin
action
includes
the
final
has
insistence
any
the
that
with
Tesla's
incident,
about
take
of
dispute
Beavercreek,
with
can
close
to
of
Walmart's
of
learning
Thad
it will
the
Walmart
Walmart's
Agreements.
"Requirements
as the
that
fact.
of
of
concerned
denies
before
accordance
for
each
opinions
itself,
each
it describes
In
lists.
in
Walmart
for
and
forward.
protocol
the
to
to provide
causes
going
systems
analyses
cause
potential
the
is willing
what
Tesla
a breach
resolution
responds
root
willing
•
of
at 8).
apparently
Tesla
a global
all
Tesla
condition,
•
of
lists
Walmart
is itself
systems,
Nonetheless,
as part
also
remedies
be satisfied,
the
Cure
Walmart
(Walmart
the
conditions
energizing
for
calibmic
that
operate
the
the
inspection
occurred
the
improved

systems
or
will
occur
monitoring
in
Page 15 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
Ozment
D.
et al.
,
July

Page
that
Tesla
is adopting
all
contracts
operate
of
level
o
the
in
future
a manner
following
improvements
confidence
in
O&M
task
force
Dedicated
force
o
the
continuing
assurances
that
obligations
under
the
will
systems
with
consistent
the
prudent
practices.
specifically,
high
in
safely
Tesla's
meaningful
substantial,
and
reliably
industry
More
provide
and
forward,
going
to
the
member
to
issue.
contact
Inspection
app:
inspection
app
over
and
in the
With
to
of
Walmart's
that
effort
created
has
(not
with
Tesla
designed
and
inspection
counting
a
with
a Walmart
a list
of
task
team
inspection-related
emergency,
flow
Walmart
forward:
Walmart
input,
process
to
Tesla
provided
an
provide
moving
path:
has
event
improve
man-hours

program
escalation
and
inspections
or
other
Tesia's
should
issue,
developed
and
quality.
an
dedicating
maintenance
ongoing
and
reporting).
o
-person
teams
received
by
inspections
has
not
used
will
be
conduct
In

issues
in
new
capabilities
on
the
and
Tesla
issues
employees.
The
cost
by
reports
found.
and
to Tesla
Tesla
of
has
on
committed
an
for
conduct.
annual
annual
This
about
our
has
invested
fact
Tesla's
to
the
performing
basis.
These
inspections
and
inspections,
should
alone
commitment
are
give
and
to
ability
spot
Sh eat
will
remote
Tesla's
improve
is willing
with
10t.
to pay
and
inspections
expense,
Luite
to
hardware,
development
substantial
improve
site
ability
time,
monitoring
to more
quickly
sites.
Tesla
addition,
at Tesla's
Thhe
work.
standards
to
Tesla
investing
random
portfolio,
The
performed
for
this
performed
been
sites.
These
to
work
have
inspection.
by
Tesla
industry
monitoring:
capabilities.
per
performed
protocol
comfort
Enhanced
Audits:
protocol:
most
the
the
been
date
substantial.
substantial
maintaining
to
days
contractors
be
expensive
substantially
respond
have
inspection
exceed
Walmart
about
document
fully
will
performed
taken
third-party
agreed-upon
and
have
maintenance
Ongoing
inspections
to date
substantially
o
and
inspections
full,
o

Walmart
All
these

The
Inspections:
audits
reporting
Oakland
for
of
a neutral
the
third
systems
provided
Califomic94607
directly
party
in
to
Walmart's
to
Walmart.
Page 16 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
Tesla
is also
good
reasonable,
•
Formal
that
this
•
suggestions
the
by
if
Walmart
protocol."
inspection
enhanced
addressed
improvements.
has
regards.
in these
a "substantially
is ftdly
specific
additional,
first
bullet
above
and
We
the
believe
agreed-
already
protocol.
not
all
of
request
Certification
are
discuss
faith
adoption
upon
to
willing

that
present
other
have
that
pose
eliminate
all
employees,
provide
or
sites
and
that
a future
of
risks
third
that
for
not
As
that
the
of
it has
of
first
bullet
above
is Walmart,
sites.
site,
Tesla
reason
any
Tesla
is not
to
and
the
already
a site
to
possible
its
contractors,
would
be
aware
believe
We
that
it is not
above,
of
present
that
fire."
a certification
provide
City
and
a future
a risk
at its
Yuba
inspected,
pose
which
parties
and
Indio,
thoroughly
explained
inspected
each
circumstances
been
cannot
- one
fire
and
customers,
"do
by
Tesla
fire."
Denton,
have
addressed
is fully
of
a statement
conditions
other
except
possible
its
Beavercreek.
remediated
been
a risk
for
that
protocol,
"not
causes
request
this
agreed-upon
does
root
elsewhere:
sites
believe
the
its
prepared
to
any
a risk
of
a
fire.
•
of
Payment
Performance
guarantees.
performance
guarantees
that
Walmart
the
fact
an
the
on
that
the
systems
on
from
Tesla
performance
to
for
the
any
amounts
would
be
to allow
Payment
of
claimed
Beavercreek,
o
the
with
Third
to be
out-of-pocket
Indio,
damage.
Walmart,
the
by
systems
Denton,
Property
Tesla
As
Shen
would
pursuant
pay
Tesla
Yuba
you
are
attorneys'
Sude
City
well
outside.
to
been
other
of
leased
of
to
to
a
pay
after
that
is
date.
performance
damaged
by
Walmart's
above.
fees,
consultant
fees
for
fires.
aware,
advisers,
O¾|ond.
Tesla
Tesla's
Celifomk
has
been
own
working
consultants

as
forgo
as Walmart
,
the
the
time
Walmart
systems
use
the
a limited
willing
as described
re-energized,
and
has
all
loss
recognition
for
,
sites
and
leases,
to
require
the
re-energizing
amounts
systems
is not
Tesla
thermal
the
in
,
pay
the
of
for
to
City
respect
not
pay
Yuba
of
form
September
damages.
Walmart's
,
would
beyond
in
the
With
the
and
period
account
in
September
customer,
and
guarantee
de-energize
delays
that
offset
are
accommodation.
any
on
to
is willing
Indio,
payments.
to
temporarily
continuing
Moreover,
Denton,
a performance
shutdown
for
guarantee
refusal
pay
Tesla
resolution,
contracts
obligation
any
inoperable
the
lease
monthly
that
disputes
a global
were
sites,
a valued
receive
guarantee
responsible
its
Tesla
of
Beavercreek,
systems
initial
to
to
the
would
agreed
accommodation
guarantee
part
at those
Tesla
systems,
that
As
occurred
is current
rooftop
of
extent
to the
only
events
•
Guarantees.
performance
closely
and
Page 17 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July
Page
outside
that
where
even
claims.
While
loss.
$674,526.83
to
for
work
offered
consultant
fees
that
In
response
and
Yuba
Tesla
While
it thought
progress
delays,
to
and
The
are
(a)
while
that
demands
it
any
is entitled
if
not,
not
acted
and,
it was
Denton,
and
to
under
rights
that
concessions,
to suffer
willing
its
to ensure
to ensure
moreover,
waive
however,
with
sought
justified
to
an
to resolve
or
-
not
and
equal
degree
all
Walmart's
of
Walmart
instead
on
and
then
cure
have
under
that
it must
concrete
been
breach
to
the
re-energizing
steps
has
continues
first
to
sites
been
the
??ThirdStreef
But
of
a
satisfy
the

diligence
or good
-
concerns
failed
to
its
and
so,
that
(b)
make
to
impose
whether
concrete
any
new
conditions,
and
refuses
Walmart
agree
claiming
breach
because
The
is Walmart
So;|e
10o
only
real
to
repeated
an
to
to
Walmart
itself.
Oakland
look.
Calif0mm9dW
inspected
reports
practice
of
re-energization.
it would
sites,
inspection
it refuses
obstacle
on
inspected
to even
on
the
verify
concessions
the
been
already
Walmart's
examine
inspected,
satisfied.
have
consultant
never
it has
contract
sites
send
do
to actually
alleviated.
continue

conditions
were
Walmart
have
cure,
for
or
attorney
accommodations
accommodations
that
losses
extra-contractual
that
concerns
claim
at Beavercreek,
and
safe
was
these
did
systems,
insistence
take
unreasonable,
to
has
were
the
obstacles
to
means
and
incidents
the
concessions
making
consistently
concerns
only
cannot
a global
to
obligation
any
and
of
as part
fires,
Tesla
obstacles.
is certain
its
has
Walmart's
imposing
it has
and
continue
*
systems
In
Tesla
re-energizing
failing
Tesla
significant
expenses
Walmart
Tesla
those
that
will
negotiated.
Unfortunately,
faith.
over
so.
customer.
parties
concerns
rooftop
was
incurred
the
*
made
Walmart
this
long-term
valued,
Tesla
the
unilaterally
contracts
Walmart's
City,
is satisfied
*
the
of
incident
Tesla
with
Walmart,
attorneys'
Walmart's
with
payment
claim.
goodwill
of
the
City.
Indio
for
responsibility
Beavercreek
Yuba
disputed
connection
denies
bear
the
in
for
maintain
Tesla
not
fees.
to
of
one
every
Walmart
the
a portion
in
However,
consultant
losses
damage
property
authorized
has
losses
To
cover
to
incurred
it does
Tesla
resolve
fees:
previously
that
claimed
to
Walmart's
pay
liability,
claimed
Walmart
settlement.
believes
Walmart's
Attorneys'/consultant
o
Indio,
Tesla
Walmart's
with
to
insurers,
disputing
for
$4,879.40
the
and
advisers,

find
Walmart
protocol
confirm
obtaining
that
as a
its
what
Page 18 INDEX NO. 654765/2019
FILED: NEW YORK COUNTY CLERK 08/20/2019 06:40 PM
NYSCEF DOC. NO. 55
RECEIVED NYSCEF: 08/20/2019
D.
Ozment
et al.
,
July

Page
Tesla
systems
inspected
that
and
Tesla
demands
have
that
been
the
Walmart
inspected
remainder
reserves
all
comply
pursuant
to the
and
as inspected),
rights
and
with
the contracts
it signed,
re-energize
parties'
protocol
(the 30 already
Tesla
compensate
Candace
David
Jackman
Bournazian

Third
full
Very
truly
Fred
Norton
Norton
Law
(david.bournazian@kutakrock.com)
5uile
its
losses
yours,
(cjackman@tesla.com)
Stieèt,
for
none.
waives
The
ce:
in

Oakiana
C..cli;omic
V460
Firm
PC
the
Space
Issues Laws Cases Pro Articles Firms Entities
Issues Laws Cases Pro Articles Firms Entities
 

Non-Government Works Copyright © 2001-2025 Think Computer Corporation. All Rights Reserved.

About   Privacy   Security   Contact Us

No AI
This website does not use generative AI for text responses.

PlainSite
Sign Up
Need Password Help?