Xenia OH PPA - irecusa.org · {00003362&1}) 3) MASTER)PPA)Agreement)v930110601&1&spl9a)...

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MASTER PPA Agreement v930110601-‐1-‐spl9a

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POWER PURCHASE AGREEMENT

Between

Special Purpose Entity, LLC (TBD) A Wholly Owned Subsidiary of Solar Power and Light, LLC

(Power Purchase Agreement Company “PPAC”)

And

City of Xenia (“OFFTAKER”)

THE AGREEMENT This Power Purchase Agreement (“Agreement”) is made this _______________ (the “Effective Date”) by and between the City of Xenia (“OFFTAKER”) and Special Purpose Entity, LLC, an Ohio Limited Liability Company (“Power Purchase Agreement Contractor or PPAC”). PPAC and OFFTAKER are referred to individually as a “Party” or collectively as “Parties”. WI T N E S S E T H WHEREAS, pursuant to authorization by the State of Ohio, Department of Development, Ohio Energy Office, PJM Interconnection, LLC (“PJM”), and the Investor Owned Utility Company, (“Agencies”), OFFTAKER is signing a professional services contract for the construction of multiple solar electric generating facilities on its sites within the State of Ohio, as listed and shall be continued to be listed in Appendix C, to result in OFFTAKER entering into a power purchase agreement to buy electric power (capacity, energy and ancillary services) from PPAC to supply a portion of OFFTAKER’s total electric power consumption.

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WHEREAS, PPAC submitted a proposal to OFFTAKER for the sale of capacity, Energy and Environmental Attributes from solar-‐powered electric generating facilities with total distributed generation capacity of approximately 325kW, as further described and defined in Appendix C. WHEREAS, at the approval of the Agencies, OFFTAKER and PPAC have negotiated the terms and conditions pursuant to which, subject to agencies approvals and the satisfaction of other conditions precedent, PPAC will sell to OFFTAKER and OFFTAKER will buy from PPAC the Contract Capacity, Energy, and Ancillary services from the Project on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound and to bind their respective successors and assigns, the Parties do hereby mutually agree as follows: 1. Definitions

The terms listed in this Section shall have the meanings set forth herein whenever the terms appear in this Agreement, whether in the singular or the plural or in the present or past tense. The plain meaning of terms not listed in this Section and otherwise used in this Agreement shall apply, unless such unlisted terms have meanings as commonly used in Good Utility Industry Practice, in which case the Good Utility Industry Practice meaning shall apply.

D1. “Actual Average Annual Output” means the actual amount of average annual Energy Output generated by the Solar Facility during any given 24-‐month rolling period.

D2. “Agencies” has the meaning set forth in the first recital hereto. D3. “Agreement” has the meaning set forth in the introductory paragraph hereto. D4. “Available” shall mean, with respect to a Unit, that the Unit is able to operate and

produce sufficient electricity to deliver Energy to the Delivery Point as required under the Agreement.

D5. “Business Day” means each Monday through and including Friday during the term of this Agreement other than nationally recognized holidays.

D6. “PPAC Solar Panels” mean each and all of those [number, manufacturer, and size] solar panel generators, or a reasonably acceptable replacement or substitute therefore, which constitute part of the Solar Facility and are dedicated to producing Energy Output for sale to OFFTAKER pursuant to this Agreement.

D7. “Capacity” means, as of any time, the rated kW size of the Solar Facility based on the total combined rated kW size of the solar panels that make up a single Solar Facility. “Collateral” shall mean the Pre-‐Services Term Period Security, Development Period Security, the Services Term Security, the Delay Damages Account and any funds held therein, the collateral provided at any time under the Project Security Agreements and any other collateral (including Letters of Credit) to be provided by PPAC to

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OFFTAKER pursuant to the terms hereof (individually or collectively as the context requires).

D8. “Commercial Operation Date” means, with respect to a particular OFFTAKER Solar Facility, the first day on which Commercial Operation occurs.

D9. “Commercial Operation” means when a particular OFFTAKER Solar Facility is ready for regular, daily operation, has been connected to the Grid, and is capable of producing Energy Output in accordance with Good Utility Industry Practice, all as certified in writing by PPAC to OFFTAKER.

D10. “Commission(s)” means any of the state or Federal regulatory agencies having jurisdiction over OFFTAKER or PPAC including, but not limited to, the Federal Energy Regulatory Commission (“FERC”), or successor agencies.

D11. “Completion Date” means the date when all of the OFFTAKER Solar Panels have achieved Commercial Operation and the Conditions Precedent in Section 5 have been satisfied.

D12. “Conditions Precedent” has the meaning given in Section 8(a). D13. “Construction Period” shall mean the period of time commencing on the

issuance of the Agencies Approval Notice to Proceed and ending five (5) months thereafter, as such period may be extended, on a day for day basis, by (i) Force Majeure Events or (ii) litigation by third parties (resulting in an injunction materially adversely affecting the construction or operation of the Project other than for reasons of PPAC fault), occurring after or continuing beyond the Agencies Approval to Proceed.

D14. “Contract Year” means a period of twelve (12) consecutive months; the first Contract Year shall commence on the Initial Delivery Date; and each subsequent Contract Year shall commence on the anniversary of the Initial Delivery Date.

D15. “Costs” means, with respect to a Non-‐Defaulting Party, brokerage fees, commissions and other similar documented third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace this Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-‐ Defaulting Party in connection with the termination of this Agreement.

D16. “Critical Milestones” means each of the Milestones set forth in Appendix A hereto.

D17. “Delivered Energy” means all Energy produced from the Project (up to the maximum quantities, as measured in kWh by the Project Meter at the Delivery Point.

D18. “Economically Unfeasible” means that, as demonstrated by PPAC and confirmed by the Independent Evaluator in a written report to OFFTAKER and PPAC explaining the rationale for its conclusion, PPAC, as a reasonably prudent solar power developer, acting consistent with Good Utility Practice, applying a risk/return calculation typical of the solar electricity generation industry, and taking into

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consideration the terms of the Agreement , would not choose to develop a solar power generation facility at the Site.

D19. “Electrical Losses” means all applicable losses, including, but not limited to, any transmission or transformation losses between the Units and the Point of Delivery, and any method to account for losses assigned to the Point of Delivery for the Project.

D20. “Emergency” means a physical condition or situation that, in the judgment of the Transmission Facility Operator, affects or will affect the ability of the Grid to accept Energy Output from the Solar Facility at the Point of Delivery.

D21. “Energy” means three-‐phase, 60-‐cycle alternating current electric energy, expressed in units of kilowatt-‐hours or megawatt-‐hours, net of auxiliary loads and station electrical uses (unless otherwise specified).

D22. “Environmental Attributes” means “Renewable Energy Credits” and “Generation Attributes” of the Project that the Renewable Energy Credits represent (as both terms are defined by the Commission Renewable Portfolio Standard (“RPS”) Rules and the RPS Act), and any and all other federal, state or other credits, Regional Greenhouse Gas Initiative credits or certificates, benefits, emissions reductions, offsets, or allowances, howsoever entitled, that are attributable to the Products delivered to OFFTAKER pursuant to the Agreement and the Project’s displacement of fossil-‐fuel derived or other conventional Energy generation (other than Production Tax Credits (“PTCs”) or other monetary grants or tax credits), including, without limitation, (i) any environmental certificates issued by PJM under the Generation Attribute Tracking System (“GATS”) in connection with Energy generated by the Project and delivered to the OFFTAKER pursuant to the terms of this Agreement; (ii) any such Environmental Attributes attributable to the Capacity Value of the Project up to the Maximum Contract Capacity Amount, which such Capacity Value is actually provided to OFFTAKER pursuant to the terms of this Agreement; or (iii) any voluntary emission reduction credits obtained in connection with the Products delivered to OFFTAKER under this Agreement.

D23. “Event of Default” shall mean a PPAC’s Event of Default and/or an OFFTAKER’s Event of Default.

D24. “FERC” means the Federal Energy Regulatory Commission, or any successor organization.

D25. “First Delivery Date” means the first date on which the Interconnection Facilities are energized and capable of accepting delivery of Energy Output at the Point of Delivery.

D26. “Forced Outage” means any unplanned reduction or suspension of the electrical output from the Unit Project (as applicable) or unavailability of a Product in whole or in part from the Unit or Project (as applicable) in response to an Emergency or unanticipated mechanical or electrical trip in response to an alarm or equipment malfunction and any other unavailability of the Project for operation, in whole or in part, for maintenance or repair that is not a Planned Outage or Maintenance Outage and not the result of a Force Majeure Event.

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D27. “FULL REQUIREMENTS CONTRACT” means that an alternative energy generation retail provider agrees to provide all of a company's electricity needs at an agreed price. The alternative energy generation retail provider does not require that you buy a set amount or buy any electricity on the spot market. This type of contract is also known as a "load following" contract.

D28. “Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result of the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region and consistently adhered to by the Transmission Provider.

D29. “Governmental Authority” means any international, federal, state, local or

municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the matter in question.

D30. “Governmental Charges” means, other than Taxes, any charges or costs that are assessed or levied by any Governmental Authority or other Person, including local, state or federal authorities that would affect the sale and purchase of Products contemplated by this Agreement, either directly or indirectly.

D31. “Grid” means the electrical transmission facility that is beyond the Point of Delivery and controlled by the Transmission Facility Operator.

D32. “Hazardous Substance” means, collectively, (a) any chemical, material or substance that is listed or regulated under applicable Laws as a “hazardous” or “toxic” substance or waste, or as a “contaminant” or “pollutant” or words of similar import, (b) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated biphenyls (“PCBs”), and (c) any other chemical or other material or substance, exposure to which is prohibited, limited or regulated by any Laws.

D33. “Independent Evaluator” means an independent and neutral Person with a nationally recognized reputation in the analysis of the development and financing of solar energy projects to be nominated by PPAC and approved by OFFTAKER in its reasonable discretion within thirty (30) days of PPAC’s nomination thereof; provided however that the Independent Evaluator shall not be then, currently as of the nomination, engaged by, or on behalf of, or have previously been engaged by or on

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behalf of, PPAC or any Affiliate of PPAC unless expressly disclosed to and approved by OFFTAKER, such approval not be unreasonably withheld.

D34. “Initial Delivery Date” means the date on or after the Effective Date on which all of the conditions precedent have been satisfied or waived by written agreement of the Parties.

D35. “Interconnection Facilities” means all the land rights, materials, equipment, and facilities installed for the purpose of interconnecting the Solar Facility to OFFTAKER’s existing metered junction circuitry and transmission equipment, including, but not limited to, electrical interconnection, switching, metering, relaying, and communication and safety equipment.

D36. “Investor Owned Utility Company” means the public utility companies in the State of Ohio regulated by the Public Utilities Commission of Ohio (PUCO) state agency. The PUCO works to regulate the rates customers pay for electricity and ensure that companies provide quality, safe, and reliable electric service. A billing statement issued by an investor owned utility company shall be construed to include all components of electricity generation, distribution and transmission notwithstanding whether said component originates from the investor owned utility company or certified third-‐party electric suppliers authorized in the State of Ohio by the PUCO.

D37. “kW” means kilowatt(s). D38. “kWh” means one kilowatt of electric power over a period of one hour. D39. “Losses” means, with respect to a Non-‐Defaulting Party, an amount equal to the

present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement and commencing from the Early Termination Date for the remainder of the Pre-‐Services Term Period and the Services Term, determined in a commercially reasonable manner and based on the Projected Delivered Energy for such period of time, subject to Section 12.2 and Section 12.6. Factors used in determining the loss of economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price references, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading hubs (e.g. NYMEX), all of which should be calculated for the remaining term of the Agreement to determine the value of the Products. The discount rate to be applied for purposes of determining any Losses shall be the same discount rate applied for purposes of determining any Gains. If the Non-‐Defaulting Party is the PPAC, then “Losses” shall exclude any loss of Production Tax Credits or other federal or state tax credits related to the Project or generation therefore.

D40. “Metering Device(s)” means the electronic kilowatt-‐hour meter and associated potential transformers and current transformers used to measure the Energy Output from the Solar Facility.

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D41. “On-‐Peak Month” means any calendar months of September through and including February.

D42. D43. “Party” and/or “Parties” means PPAC, OFFTAKER, or PPAC and OFFTAKER. D44. “PJM” means PJM Interconnection, LLC. PJM Interconnection, founded in 1927,

ensures the reliability of the high-‐voltage electric power system serving 51 million people in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia. PJM coordinates and directs the operation of the region’s transmission grid, which includes 6,038 substations and 56,500 miles of transmission lines; administers a competitive wholesale electricity market; and plans regional transmission expansion improvements to maintain grid reliability and relieve congestion.

D45. “Point of Delivery” means the electric facility point at which PPAC makes the Energy Output available to OFFTAKER.

D46. “PPAC’s Computer Monitoring Facility” means the computer-‐based monitoring facility comprised of computer hardware, software, and private communication facility extending to each OFFTAKER’s Solar Facility, which facility gathers, archives and reports solar panel operating data.

D47. “PPAC’s Interconnection Facilities” means that portion of the Interconnection Facilities that are located outside of the boundary or room or location of the Facility Substation but with sufficient additional cable attached to reach to the Point of Delivery within the Facility Substation.

D48. “Product” shall mean, collectively, Energy, Contract Capacity, and /or Ancillary Services.

D49. “Project Capacity” shall mean the total intended aggregate nameplate capacity rating of the Project, Solar Facility and/or Solar PORTFOLIO

D50. “Project Commercial Operation Date” means the date on which PPAC (a) notifies OFFTAKER in writing that Project Commercial Operation has occurred and (b) provides a certification of commission, certifying satisfactory completion of Project Commercial Operation.

D51. “Project Commercial Operation” means Commercial Operation with respect to the Project.

D52. “Project Meter” shall mean the revenue quality electricity generation meter included within the Project facilities, the proposed location of which is identified in Appendix C hereto, which meter shall register all Delivered Energy delivered to the Delivery Point pursuant to the terms of this Agreement

D53. “Renewable Energy Credits” or “RECs,” shall have the meaning set forth in the Commission RPS Rules and the RPS Act.

D54. “Scheduled Maintenance Outage” is a Planned Outage or Maintenance Outage during which Scheduled Maintenance is performed, provided that only a Planned Outage or Maintenance Outage that has been Noticed and is otherwise shall be considered a Scheduled Maintenance Outage.

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D55. “Shut-‐Down” means the action of causing all or part of the Project to cease producing Energy and/or Ancillary Services (if applicable).

D56. “Site” means the location at which the Solar Facility and the Electrical Interconnection Facilities shall be constructed, or the structure on which a Solar Facility is attached, as identified and described in Appendix C.

D57. “Solar Facility” means all equipment installed for the purpose of producing and selling electricity, including: PPAC’s equipment, property, solar panels, inverter(s), circuit breakers, necessary electric lines to connect to the Point of Delivery, protective and associated equipment, improvements, and other tangible and intangible assets, property and access rights and contract rights reasonably necessary for the construction, operation, and maintenance of the electric solar generating facility to be located at the sites specified in Appendix C that produces Energy Output being sold under this Agreement.

D58. “Start-‐Up” means the action of causing all or part of the Project to begin producing Energy and/or Ancillary Services (if applicable) from a state of no or zero production.

D59. “Summer Months” means the calendar months of June, July, August and September.

D60. “Taxes” means all foreign and domestic taxes, rates, levies, assessments, surcharges, duties and other fees and charges of any nature, whether currently in effect or adopted during the Term, including but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales, stamp, storage, transfer, turnover, use or value-‐added Taxes, payroll, unemployment, and any and all items of withholding, deficiency, penalty, addition to tax, interest or assessment related thereto.

D61. “Test Energy” means that Delivered Energy which is produced by a Unit, a Unit Group or the Project (as applicable) and delivered to the Delivery Point for OFFTAKER’s purchase, in order to perform testing of a Unit, a Unit Group or the Project (as applicable), prior to Commercial Operation.

D62. “Third Party Claim” means a claim, suit or similar demand by a Third Party. D63. “Third Party” means a Person that is not a Party of this Agreement or a member

of the PPAC Group. D64. “Transmission Facility Operator” means OFFTAKER’s Transmission Business Line

or any successor that controls and operates the Grid. D65. “Unit” means each of the solar generation panels described in Appendix C

forming a part of the Project from which PPAC has agreed to provide Products to OFFTAKER pursuant to this Agreement.

D66. “United States Bankruptcy Code” means Title 11 of the United States Code. D67. “Winter Months” means the calendar months of December, January and

February. D68. “Energy Output” means the amount of electrical energy generated by the

OFFTAKER Solar Facility and delivered at the Point of Delivery. Energy Output shall

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be metered in whole kilowatt-‐hours (kWh) by the Metering Device(s) on the high side of the transformer at the Facility Substation. Energy Output delivered to OFFTAKER at the Point of Delivery shall be deemed to be equal to the energy measured by the Metering Device(s).

2. Scope of Services

PPAC shall, in a satisfactory and proper manner as determined by the OFFTAKER Manager of the OFFTAKER, perform all the services outlined in this Agreement.

3. Term a. Construction Term – The construction services of the PPAC as defined in section 5 of

the Agreement are to commence upon execution of this Agreement by both parties hereto, and shall be completed by December 31, 2011. By mutual consent of the OFFTAKER and the PPAC, this Agreement may be renewed for one additional twelve-‐month period ending December 31, 2012. This option shall be automatically exercised unless written notice to the contrary is filed with either party not later than the first business day (Monday through Friday) of the calendar month in which the current agreement period expires. Such notice shall be transmitted by registered or certified mail.

b. Operational Term – The sale and purchase of electricity as well as the operations and maintenance of the solar facility shall become effective upon the date this Agreement is signed by both Parties (Effective Date) and shall remain in effect for a period of Twenty (20) years from the Completion Date, subject to the early termination provisions.

c. Survival of Terms and Conditions -‐ Applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to provide for final billings and adjustments related to the period prior to termination, including payment of any money due by OFFTAKER pursuant to this Agreement.

4. Transaction

a. Intent to Build and Install Solar Facilities – The PPAC will secure funding for, manage the construction of, maintain, and operate a distributed generation solar facility or facilities that produce electricity (“Solar PORTFOLIO”), to be located within Ansonia, Ohio, and on the property of OFFTAKER as defined in the Distributed Generation Site Plan shown in Appendix C; and sell the electricity to the OFFTAKER at a contractual price pursuant to the rate schedule defined in Appendix B and to the terms of this Agreement.

(i) This Agreement shall enable the OFFTAKER to purchase electricity based on the total kWh capacity of the Solar PORTFOLIO commissioned by the PPAC on behalf of OFFTAKER pursuant to this Agreement.

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(ii) PPAC will be solely responsible for all funding relating to the construction and installation of the Solar Facility.

(iii) PPAC shall have the right to terminate this Agreement with cause and with no obligation to OFFTAKER in the event that PPAC is not able to secure financing to fully pay the capital cost of sourcing materials and constructing the Solar Facility.

(iv) At its discretion, PPAC may deem certain sites owned by the OFFTAKER as ineligible to receive a Solar Facility based on the condition of the OFFTAKER’s site and other technical factors determined during the site assessment phase of the project. In the event an OFFTAKER’s site is deemed ineligible to receive a Solar Facility and to the extent that a remedy exists within control of OFFTAKER, OFFTAKER shall have the option to cure its site condition, at its own expense, as identified in the site assessment phase of the project. Possible conditions causing a site to be deemed ineligible include but are not limited to the age and condition of OFFTAKER’s roof and EPA-‐related environmental issues.

(v) OFFTAKER shall have the right to terminate this Agreement with cause and with no obligation to PPAC in the event that none of the OFFTAKER’s sites are deemed eligible and it chooses NOT to enact a cure at its own expense, prior to the start of construction.

(vi) PPAC shall build, maintain, and operate the Solar PORTFOLIO for OFFTAKER as indicated in Appendix C. PPAC and OFFTAKER agree that Appendix C is a “floating” document that may be modified until such time that Appendix C is signed by OFFTAKER and PPAC.

b. Collateralization and Security Interests of Solar Facility. OFFTAKER acknowledges that PPAC will finance the acquisition and installation of the Solar PORTFOLIO with financing accommodations from one or more financial partners, consisting of but not limited to, commercial banks, tax equity entities, equipment suppliers and that PPAC's obligations will be secured by, among other collateral, a pledge or collateral assignment of this Agreement and PPAC's rights to payment and a first security right in the Solar Facility. In order to facilitate such financing, and with respect to any such financial institutions of which PPAC has notified OFFTAKER in writing (each, a "Lender" or “Equity-‐Owner”), OFFTAKER agrees as follows:

(i) Classification of Solar PORTFOLIO as Personal Property. OFFTAKER acknowledges that it has been advised that part of the collateral securing financial accommodations of PPAC is the granting of a first priority security interest ("Security Interest") in the Solar Facility to Lender to be perfected by a filing under the Uniform Commercial Code ("UCC"). OFFTAKER consents to

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such filings so long as they reflect the Parties' agreement that any filing to perfect or provide notice of the Security Interest clearly document the Parties' intent that the Solar PORTFOLIO is considered personal property only and is not considered a fixture to the OFFTAKER’s real property or structures. These filings by PPAC or Lender may include filing of a Financing Statement (FORM UCC-‐1) which clearly covers the Solar PORTFOLIO as personal property only and not as a fixture.

(ii) Such filing shall not create any interest in or lien upon the real property or structures underlying the Solar Facility or the interest of the OFFTAKER therein and shall expressly disclaim the creation of such an interest or a lien.

(iii) OFFTAKER will use commercially reasonable efforts to place its successors and assigns on notice of the ownership of the Solar PORTFOLIO by PPAC and/or Lender, the existence of the security interest, and the fact that the Solar Facility is not part of the structure on which it is located or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims.

c. OFFTAKER is not aware of any existing lease, mortgage, security interest or other interest in or lien upon the Site that could attach to the Solar Facility as an interest adverse to Lender's security interest therein.

(i) OFFTAKER agrees to execute certain financial funding documents such as, but not limited to, an ASSIGNMENT, RELEASE AND CONSENT document or related document(s) from PPAC’s financial partner(s) as may be required by said institution(s) of which an example is shown in Appendix D.

d. Transferability of Ownership – OFFTAKER acknowledges that PPAC, having established the Solar PORTFOLIO to be personal property only and not a fixture to OFFTAKER owned property, shall have the right to sell its financial interest in the installed Solar PORTFOLIO. Notwithstanding, PPAC shall continue to be obligated to manage the construction, operate and maintain the Solar PORTFOLIO pursuant to this Agreement, and may not assign these obligations. The OFFTAKER shall continue to be obligated to purchase electricity, pursuant to section 5(a) and the duration of the terms of the Agreement from the point of transfer of ownership of the Solar Facility assets. In the event that PPAC assign or transfer PPAC’s interest in this Agreement, PPAC shall obtain the prior written consent of the OFFTAKER.

e. OFFTAKER Sites -‐ OFFTAKER’s sites are location(s) at which PPAC will construct Solar Facilities on behalf of OFFTAKER. The addresses of the OFFTAKER’s sites are listed in Appendix C of this Agreement. In connection with the OFFTAKER’s sites, the following shall be true:

(i) OFFTAKER Site Use – OFFTAKER hereby grants to PPAC and its agents and contractors a non-‐exclusive, revocable License to enter upon and use the Licensed Area together with the right of ingress and egress to and from the

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Licensed Area, subject to the terms and conditions herein, for the purposes of installation, maintenance and operation of the Solar Facility and for no other purpose (the "Permitted Use").

(ii) Subcontracts -‐ PPAC agrees that none of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the OFFTAKER. PPAC will only use subcontractors listed in Appendix F, “List of Approved Subcontractors.” If PPAC wishes at any time to add subcontractors to Appendix G, PPAC shall submit to OFFTAKER an updated list which shall be approved by the OFFTAKER in writing before any additional subcontractor performs work under this Agreement. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. Any Subcontractors so hired by PPAC shall be compensated by PPAC. PPAC also shall be responsible for the quality of the work performed by each Subcontractor, and for the quality of the final product of the Work.

(iii) Concealed Conditions – Before construction is initiated, PPAC and/or its subcontractors shall visit the OFFTAKER’s site and familiarize itself with the local conditions under which Work is to be performed. Unless specifically stated and included in a PPAC Addendum or Appendix to this agreement, PPAC is not responsible for subsurface or latent physical conditions at the OFFTAKER’s site or in an existing structure that would prohibit installation of the Solar Facility and that differ materially from those (a) readily visible or specified on OFFTAKER provided drawings, or (b) not ordinarily encountered and generally recognized as inherent in the work of the character provided for in this Agreement. Conditions under (b) include extensive rock, or buried debris, underground piping, structures, or hazardous materials. If any of these concealed conditions are encountered, the parties agree that the condition will increase the time of performance of the Work under this Agreement, and/or may result in costs to the OFFTAKER to cure OFFTAKER’s site concealed conditions and the parties shall sign a change order addendum incorporating the scope and cure of said conditions. Notwithstanding, if such concealed conditions are encountered, the OFFTAKER may terminate this contract with cause as to the particular site at which the concealed condition has been discovered. PPAC shall be entitled to recover from OFFTAKER payment not to exceed $36,000 per occurrence for all work performed at the affected site, including normal overhead and a reasonable profit up to the time at which the concealed condition was discovered. Concealed conditions of OFFTAKER’s site may arise from an inability of the OFFTAKER to provide PPAC with site drawings or other documentation preventing PPAC from properly determining the structural integrity of the site and its ability to allow PPAC’s work to be performed.

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(iv) Warranty -‐ PPAC warrants that the Work will be performed in a professional manner conforming to generally accepted industry standards, practices and in compliance with all applicable codes. PPAC further warrants that the products and materials in the quantities specified (or if unavailable, their material equivalents with comparable performance characteristics) as provided by PPAC hereunder shall be installed in compliance with the manufacturer’s recommended installation procedures and specifications, and shall be free from defects and in good working order upon completion of the Work. PPAC’s warranty obligation does not include maintenance of any OFFTAKER structure, such as repair of roof leaks not directly caused by PPAC provided equipment or installation. For any breach of this warranty, OFFTAKER’s sole remedy, and PPAC’s entire liability, shall be the performance of the Work to satisfy the terms of this Agreement. If PPAC is unable or unwilling to re-‐ perform the Work as warranted, then the OFFTAKER may terminate this contract with cause. EXCEPT AS EXPRESSLY STATED ABOVE, NO EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY PPAC HEREUNDER; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. PPAC DOES NOT WARRANT THE ELECTRICAL POWER THAT WILL BE PRODUCED BY A PPAC INSTALLED SOLAR SYSTEM.

(v) PPAC's Access. PPAC's access to the Facilities shall be subject to all procedures reasonably adopted from time to time by OFFTAKER. Only PPAC's employees, agents and/or contractors retained by PPAC and approved by the OFFTAKER shall be permitted access to the Facilities. PPAC shall be permitted to access the Facilities twenty-‐four (24) hours per day, seven (7) days a week for emergency purposes as reasonably agreed to and defined by PPAC and OFFTAKER. PPAC shall use the provided or authorized access at PPAC's sole risk. Access to the Facilities by approved persons during construction shall be conducted so as to minimize interference with the operations of OFFTAKER. OFFTAKER reserves the right to revoke access privileges to any person employed or contracted by the PPAC that the OFFTAKER reasonably determines to be disruptive, intemperate, unsafe, or who violates any law or unreasonably disobeys any OFFTAKER directive.

(vi) OFFTAKER Access to Site for re-‐roofing, install of HVAC Facilities, Maintenance, etc. If OFFTAKER reasonably determines that it is necessary to re-‐roof any of the structures on which Solar Facilities are installed after the first ten (10) years of the Term, then PPAC shall bear the cost of moving the Solar Facility from such structure, if necessary to allow OFFTAKER to re-‐roof such structure. If OFFTAKER determines that it is necessary to re-‐roof any of the structures

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during the first ten (10) years of the Term or more than once during the Term, then OFFTAKER shall reimburse PPAC for the cost of moving the Solar Facility from such structure, if necessary to allow OFFTAKER to re-‐roof such structure. Such moving costs will include the cost of removing the Solar Facility from the roof, storing the Solar Facility components, and re-‐installing each such Solar Facility in a manner consistent with the approved design and plans, as reasonably modified by OFFTAKER or as required by any change to the Facilities resulting from the new roof(s). In no case shall PPAC be required to bear the cost of removing a Solar Facility from a particular building more than once during the Term of this Agreement. PPAC will defend, indemnify and hold harmless the OFFTAKER for the cost of any damages incurred as a result of PPAC's negligent removal, storage, and re-‐installation of each such Solar Facility. PPAC will reinstall each such Solar Facility in a manner that will not jeopardize the warranty of the new roof as installed. During the period that the Solar Facility is shutdown for such re-‐roofing, OFFTAKER shall pay PPAC an amount equal to the effective lost energy generation time based on the fixed price of energy established in Appendix B.

f. Marketing Rights. For a period of 3 years commencing with the Effective Date of this

Agreement, OFFTAKER hereby grants PPAC the right to use said Solar PORTFOLIO as a marketing tool in the form of scheduled, consensual visits; content within PPAC’s marketing literature; and PR activities for purposes of introducing to area organizations, schools and businesses the benefits of renewable energy solar PV systems. Any such marketing efforts shall be first approved by the OFFTAKER. In addition, PPAC hereby grants OFFTAKER the right to use the Solar PORTFOLIO in publications and websites, subject to approval by PPAC.

5. General Design and Construction of Solar Facility

PPAC shall perform its construct services in a workmanlike, professional manner according to Good Utility Industry Practice(s). The Solar PORTFOLIO shall be: (1) capable of supplying Energy Output in compliance with power levels as specified in Appendix C; and (2) equipped with protective devices and generator control facilities designed and operating in accordance with the Good Utility Industry Practice(s). a. Design, Development and Construction. PPAC shall have sole responsibility for the

design and construction of the Solar PORTFOLIO and the Solar PORTFOLIO Meters and all related metering and sub-‐metering facilities, including the obligation to pay all fees, obtain all necessary Permits and execute all necessary agreements to Participating Transmission Owners for the Interconnection Facilities necessary for the ownership, construction, operation and maintenance of the Project and delivery of PPAC’s Products in accordance with the terms hereof. Notwithstanding, PPAC

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shall not be responsible for the cost and time associated with required zoning changes or waivers and any architectural board/committee approvals which shall be the sole responsibility of the OFFTAKER. All such design, construction and upgrades shall be consistent with Good Utility Practice. All Interconnection Facilities, including metering and sub-‐metering facilities, must be of sufficient capacity to permit the Solar Facility to operate at all times during each month at the Project Capacity.

b. Site Interconnection Facility Plan – PPAC shall construct and/or upgrade the Interconnection Facilities, including metering and sub-‐metering facilities, and cause them to become operational as necessary to meet its obligation to sell electricity to OFFTAKER. PPAC reserves the right to deem a specific OFFTAKER site ineligible for a Solar Facility if the local Investor Owned Utility Company requires interconnect infrastructure modifications exceeding 1% of the total cost of building a Solar Facility on said site. PPAC may subcontract the responsibility for construction or upgrade of any Interconnection Facilities to third parties. The Plan shall address and describe:

(i) the switching, metering, relaying, communications and safety equipment that will constitute the Interconnection Facilities,

(ii) the processes, procedures for, and timing of the procurement, construction, testing and placement into operation of the Interconnection Facilities and their connection to the Point of Delivery,

(iii) the billing and payment schedules for the construction, operation and maintenance of the Interconnection Facilities,

(iv) the operating procedures and requirements of the Interconnection Facilities, including the requirements for the Solar Facility to be capable of immediate disconnection from the Point of Delivery in accordance with Good Utility Industry Practice(s) or in the event of Emergency, and

(v) the terms, conditions and other requirements relating to the construction, operation and maintenance of the Interconnection Facilities. As between OFFTAKER and PPAC, all expenses associated with the procurement, construction, installation and operation of the Interconnection Facilities shall be paid by PPAC in accordance with this agreement.

c. Construction Scheduling. PPAC shall provide OFFTAKER a timeline detailing the schedule and construction milestones for completing the terms and obligations of this Agreement. OFFTAKER shall have the right, during business hours and upon reasonable Notice, to inspect the construction site and monitor construction of the Project. PPAC shall not be responsible for any delay in performance or completion of the Work caused by circumstances outside of the control of PPAC or of any Subcontractor, including severe weather, acts of God, strikes, delay in issuance of permits, or unavailability of materials.

d. Associated Legal Documents. Certain associated and secondary legal documents shall be required to be executed between PPAC and OFFTAKER designating project milestones, authorities, and permissions during the course of providing services to fulfill the Agreement. Said documents are listed below and examples of said

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documents are included as Appendix E. Other associated documents shall be required to be executed between OFFTAKER and its Investor Owned Utility Company (e.g. Duke Energy) thereby allowing and/or granting PPAC rights to grid-‐tie the Solar PORTFOLIO into Utility Company’s grid. Both parties agree to cooperate in completing and signing associated legal documents, and to not unreasonably withhold approval of such documents. Inability of the Parties to obtain the requisite authorities and permissions from OFFTAKER’s Public Utility Company shall be justification for any party to terminate the affected portions of this Agreement.

Document Grantor Signature(s) Required Site Permission OFFTAKER OFFTAKER Notice of Intent to Begin Construction

OFFTAKER OFFTAKER

Utility Company Release Authorization

OFFTAKER OFFTAKER

Net Metering Agreement Public Utility OFFTAKER, Public Utility Interconnect Agreement Public Utility OFFTAKER, Public Utility

6. Obligation to Sell and Purchase Electricity a. Sale and Purchase of Electricity -‐ PPAC shall make every effort to achieve the Project

Commencement Dates specified in Appendix A or such later dates permitted due to Force Majeure or any delay caused by Power Business Line. Beginning on the Completion Date, and throughout the term of this Agreement, PPAC shall supply electrical energy from its PORTFOLIO of distributed generation Solar Facilities as defined in Appendix C and sell to OFFTAKER, and OFFTAKER shall receive and purchase, the entire Energy Output of the PPAC PORTFOLIO in accordance with the terms of this Agreement. PPAC shall deliver the Energy Output to, and make such Energy Output available to OFFTAKER at, the Point of Delivery. Neither Party shall curtail or interrupt delivery, acceptance, sale and/or purchase of Energy Output for economic reasons.

b. Point of Delivery – The Point of Delivery shall be identified on the basis of the Distributed Generation Site Plan defined in Appendix C; PPAC shall have the option, with OFFTAKER approval, of installing systems on the ground, rooftop or via built carport structure of said location with interconnect facility (“converter unit(s)) being located on outside of a building connecting to the existing electrical facility of said building.

c. PPAC Performance Requirement and Guaranty to OFFTAKER -‐ DUE TO VARIABILITY IN SOLAR IRRADIATION, WIND, WEATHER AND OTHER FACTORS OUTSIDE OF PPAC’S CONTROL, SUCH AS PERFORMANCE OF THE ELECTRICAL UTILITY POWER GRID, PPAC DOES NOT WARRANT OR GUARANTEE A SPECIFIC QUANTITY OF ENERGY PRODUCTION. During the Operational Term, PPAC shall be make every effort to

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deliver to OFFTAKER electrical energy on an annual basis equal to at least ninety-‐five percent (95%) of the Expected Performance Output as specified in Appendix C. For each subsequent Operational Year during the Term, the Expected Performance Output for the Solar Facility shall be revised downward on the anniversary of the Commercial Operation Date by multiplying (i) 100% minus the aggregate amount of the following Annual Degradation Factor, times (ii) the Expected Performance Output stated above. Annual Degradation Factor: eight tenths of a percent (0.8%) per Operational Year. For example, as of the commencement of the third Operational Year, the Expected Performance Output of the Solar PORTFOLIO will be 100% -‐ 1.6% = 98.4% times the Expected Performance Output.

d. OFFTAKER Guaranty to PPAC (i) Physical Obstructions shall mean shading, equipment additions such as

air conditioning units or any other action(s) that physically cast shadows and/or thus impede performance output of a Solar Facility. OFFTAKER will make all good faith efforts to avoid activities which result in shadowing or shading of the Solar Facility in a manner that would prevent PPAC from meeting the Expected Performance Output as described in Appendix C. In the event that OFFTAKER's activities result in the Solar PORTFOLIO being shadowed in manner that causes the Solar PORTFOLIO to produce less than 95 percent of the Expected Production Output on a kWh basis over any twelve (12) month period, OFFTAKER agrees to pay "in-‐lieu" fees up to the Expected Performance Output as described Appendix C for the duration of the period for which the shadowing occurs. PPAC shall provide data verifying the actual loss of generation that occurred due to shading. OFFTAKER shall not be required to pay such in-‐lieu fees unless PPAC demonstrates to OFFTAKER's reasonable satisfaction that the loss in generation is due to shading attributable to the OFFTAKER's actions.

(ii) Temporary Site Closure or Changes in Use. If, during the Operational Term, renovations or damage to a Site occurs, for reasons other than a "Force Majeure," or OFFTAKER chooses to cease operation of the Site, and such damage or closure significantly reduces or eliminates the use by OFFTAKER of Electricity from a Solar Facility or requires the temporary shutdown of a Solar Facility, then OFFTAKER shall pay “in lieu” fees to PPAC during the duration of the reduction or shutdown. Such in-‐lieu fees shall equal the actual payments made by the OFFTAKER during the same period on a daily basis in the previous calendar year, unless the OFFTAKER and PPAC mutually agree to an alternative "in-‐lieu" fee methodology. In exchange for OFFTAKER's payment of in-‐lieu fees during such a reduction or elimination of generated electricity,, the Operational Term of this Agreement shall be extended by one day for each day that OFFTAKER pays such” in lieu” fees to PPAC , and OFFTAKER shall not be required to pay for any Electricity delivered during such Term extension.

(iii) Permanent Shutdown of Site: If, through no fault of PPAC and for reasons other than Force Majeure, a a Site is permanently shut down due to

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renovation, damage, destruction or closure, or if OFFTAKER elects to relocate a Solar Facility, PPAC shall be entitled to the following:

(a) Alternative Site Agreed to By Parties. If, within ninety (90) days after permanent shutdown of a Site, OFFTAKER and PPAC agree on an alternative location(s) from which PPAC can provide Electricity to OFFTAKER, then OFFTAKER shall pay the costs associated with relocation of the Solar Facility and the OFFTAKER shall pay the costs associated with restoring the [permanent shutdown] site to its original pre-‐solar condition if site restoration is so desired by OFFTAKER. However, if relocation occurs within the second 10 years of the Operational Term, PPAC shall contribute up to $0.05 per watt to relocate the Solar Facility based on the size of said facility as listed in Appendix C. In no case shall PPAC be required to pay a relocation credit for relocation of a particular Solar Facility more than once during the term of this Agreement. The alternative location(s shall have the potential to provide substantially similar overall facility output as the original Solar Facility, measured in total kilowatt-‐hours over a 12 month period, unless OFFTAKER and PPAC mutually agree that this output level is not required. If OFFTAKER and PPAC mutually agree upon an alternative location that is substantially inferior to the closed Solar Facility for purposes of facility output, then the pricing formula identified in Appendix B will be equitably adjusted to compensate for the alternative location(s) so that PPAC receives payments comparable to those which it would have received from the closed Solar Facility. Prior to such relocation of a Solar Facility, PPAC shall be reimbursed for the period of Solar Facility shutdown, if any, under the payment mechanisms (“in lieu fees”) specified above for Temporary shutdown of the Solar Facility.

(b) No Agreement as to Alternative Site: If, within ninety (90) days after permanent shutdown of the Solar Facility, OFFTAKER and PPAC have not agreed upon an alternative location(s) for the Solar Facility, PPAC may terminate this Agreement as it pertains to the particular Solar Facility that has been shut down, and receive a Termination Fee (as defined in Section 10(a)(ii)).

(c) Notice of Shutdown. Within thirty (30) days after permanent shutdown of a Site, OFFTAKER shall provide written notice to PPAC indicating whether or not the OFFTAKER intends to restore operation of any of the Solar Facilities and whether relocationof the Solar Facility will be pursued.

(iv) Notice: OFFTAKER will make good faith efforts to give as much notice as possible to PPAC prior to any Site closure or shutdown.

e. Metering and Telemetry

All electric metering associated with a Solar Facility including the Project Meter, whether owned by PPAC or a third party, shall be installed, operated, maintained,

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and tested by or on behalf of PPAC in accordance with Good Utility Practices, and any applicable OFFTAKER technical requirements and standards.

(i) Metering Cost Responsibility. The PPAC shall install, maintain, operate, test, repair, and replace (as appropriate) the Project Meters, telemetry equipment, and other appropriate electric meters and back-‐up meters at its sole cost and expense to accurately determine Delivered Energy taken by OFFTAKER under this Agreement or otherwise delivered by the Project.

(ii) Solar Facility Meter. The Project Meters shall be classified as “Revenue Grade” meters and measure the delivery of electrical energy supplied to OFFTAKER at the various Points of Delivery as defined in Appendix C.

(iii) Meter Security and Read Access. The electric meters shall be tested annually by PPAC. OFFTAKER shall have the right to have a representative(s) present during such tests. PPAC shall exercise reasonable care in the maintenance and operation of such metering equipment so as to assure to the maximum extent practicable an accurate determination of such quantities of Energy and Products. The amount of Energy measured by the Meters as being delivered to the Point of Delivery rounded downward to the nearest kWh shall be the basis for billing and determining Delivered Energy pursuant to this Agreement.

(iv) Meter Retesting and Inaccuracy. Either Party may from time to time request a retest of the meters if it reasonably believes that the meters are not accurate within the tolerance limits established by PJM or the applicable service provider. The requesting Party shall pay for any such retest.

f. OFFTAKER Failure to Take Delivered Electricity (i) During the term of this agreement: (1) if OFFTAKER fails to take Delivered

Energy made available to OFFTAKER at the Point of Delivery that OFFTAKER is required to purchase under the terms of this Agreement, or (2) if OFFTAKER prevents PPAC from generating Energy that would otherwise be delivered to and be required to be purchased by OFFTAKER pursuant to the terms of the Agreement, in each case not resulting from a Force Majeure Event, Dispatch Down Period or an Instructed Operation, and is otherwise solely due to any act or failure to act by OFFTAKER that is inconsistent with OFFTAKER’s rights and obligations under the Agreement, and such failure to take or inability to generate is not excused by or caused by PPAC’s action, inaction or default (a “OFFTAKER Unexcused Failure”), then OFFTAKER shall pay to PPAC, upon PPAC’s written request therefore on thirty (30) days prior written Notice, “in lieu” fees during the duration of the period in which the OFFTAKER failed to take the Energy or prevented PPAC from generating the Energy. In connection with any payment by OFFTAKER due for a

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quantity of Deemed Generated Energy, OFFTAKER shall also pay to PPAC compensation for the Environmental Attributes attributable to the Deemed Generated Energy that PPAC has either not been able to generate above or that PPAC has not been able to sell (despite its commercially reasonable efforts to do so), in an amount equal to the applicable number of Environmental Attributes that would correspond to such Deemed Generated Energy multiplied by the price for Environmental Attributes then applicable for such period, or compensation for the Environmental Attributes that were generated in connection with the Deemed Generated Energy, but which OFFTAKER did not purchase in contravention of its obligations under this Agreement.

g. Exceptions and Exclusions

(i) Exceptions: OFFTAKER shall not be obligated to purchase Energy Output that cannot be delivered due to disruptions, breakdowns, electrical facility failures and/or mechanical failures, maintenance or repair to the Facility Substation and/or the Grid, including for reasons of Force Majeure; provided that such inability to deliver is not due, in whole or in part, to OFFTAKER’s negligence or its breach of, or default under, this Agreement. As between OFFTAKER and PPAC, PPAC shall not be entitled to recover lost revenues for events covered in this Section from OFFTAKER, unless caused by OFFTAKER’s negligence or breach of this Agreement.

(ii) Exceptions Due to Preexisting Retail Energy Contract: OFFTAKER shall not be obligated to make payment for consumed Energy Output from PPAC whereby the act of purchasing energy from PPAC puts the OFFTAKER in breach of a preexisting FULL REQUIREMENTS CONTRACT with its alternative energy generation retail provider. This exception shall create a cause for termination of this Agreement, for both Parties for a period extending from the Effective Date of this Agreement to the expiration date of the preexisting contract between OFFTAKER and its alternative energy generation retail provider.

(iii) Exclusions: The Parties acknowledge that the PPAC Solar PORTFOLIO shall have the potential to produce Solar Renewable Energy Credits or Environmental Attributes (economic and otherwise) related to the generation of energy after Commercial Operation. The Parties agree that any and all such credits or benefits inure to PPAC.

7. Billing and Payment

a. Billing Statements and Invoices. The monthly billing period shall coincide with the utilities’ current billing month. No later than fifteen (15) calendar days after the end

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of each billing month, PPAC shall prepare, and provide to OFFTAKER, a statement showing Energy Output and an invoice for any amounts due from OFFTAKER to PPAC under the terms of this Agreement, for the previous billing month. The preferred method of providing OFFTAKER billing invoices and statements shall be via electronic document(s) sent through email. A surcharge of $15.00 per month shall be applied to OFFTAKER’s monthly bill if OFFTAKER elects to receive paper based statement and invoice documents.

b. Metered Billing. OFFTAKER’s billing invoice shall be based on metered delivery of electricity to OFFTAKER as collected by the Metering Device(s) connected to the Solar PORTFOLIO. The Electricity Price charged per kWh for metered delivery of electricity to OFFTAKER shall be based on a contract price pursuant to Appendix B. OFFTAKER agrees to grant PPAC the authorization and right to request automatic billing data and/or statements directly from OFFTAKER’s investor owned utility company.

c. Payment Dates; Late Payments. Payments due PPAC shall be due and payable on or before the due date. Due date shall be the thirtieth (30th) calendar day following a properly submitted and completed billing invoice. If the amount due is not paid on or before the due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next invoice. Such late payment charge shall be calculated based on an annual interest rate of seventeen percent, effective the day past the due date.

d. Records and Audits. Each Party shall keep and maintain all books and records as may be necessary or useful in performing or verifying any calculations made pursuant to this Agreement, or in verifying such party’s performance hereunder, including, without limitation, operating logs, meter readings and financial records, all in accordance with Good Utility Practice. All records shall be retained by each Party for at least three (3) calendar years following the calendar year in which such records were created.

e. NET Metering of Electricity to Investor Owned Utility. OFFTAKER and PPAC acknowledge and understand that the Solar PORTFOLIO shall have the capability to automatically out-‐flow or send Energy Output to the Grid, whereby this instance of Energy Output is consumed by the Investor Owned Utility Company Grid and NOT the OFFTAKER and that this process is called “NET METERING”. resulting in the following events:

(i) OFFTAKER shall be charged by PPAC for the entirety of Energy Output produced by solar PORTFOLIO (consumed + out-‐flowed back to the Grid);

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(ii) OFFTAKER shall have complete financial right to all monetary credits, resulting from Energy Output out-‐flowed to the Grid, provided by the OFFTAKER’s Utility Company pursuant to utility’s net metering policy/tariff filed with the Public Utility Commission of Ohio (PUCO) as shown in Appendix E;

(iii) PPAC shall bill OFF-‐TAKER at an alternate billing rate for the component or portion of Energy Output out-‐flowed to the Grid so that the PPAC billed amount for the portion out-‐flowed to the Grid is equal to the amount and structure credited to OFFTAKERS by its Utility Company.

(iv) PPAC on behalf of OFFTAKER shall complete and submit all applicable paperwork to OFFTAKER’s Public Utility Company thereby establishing OFFTAKER as a NET Metering Customer of said Utility Company.

8. Operations and Maintenance a. Conditions Precedent to Facility Completion Date PPAC shall advise OFFTAKER

when PPAC believes that all of the Conditions Precedent have been or will shortly be completed constituting PPAC’s ability to begin delivery of electricity to OFFTAKER under the terms of this Agreement. The occurrence of each of the following shall be “Conditions Precedent” to the Completion Date:

(i) PPAC has certified, by way of third party commissioning, that a Solar Facility within the Solar PORTFOLIO has achieved Commercial Operation.

(ii) the Solar Facility is in compliance with and meets Agencies’ requirements;

(iii) all construction and testing of the Interconnection Facilities have been completed in accordance with the standards of the Interconnection Facilities Agreement and Good Utility Industry Practices;

(iv) PPAC is in all material respects in compliance with the terms and conditions of this Agreement.

b. Facility Operation and Reliability Standard PPAC shall maintain the Solar Facility in a manner that complies with the rules for safety and reliability set forth in the Interconnection Facilities Agreement and Good Utility Industry Practice. PPAC shall comply with all applicable local, state, and Federal laws, regulations, and ordinances, including, but not limited to, all applicable Federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the term of this Agreement. PPAC, at its own expense, shall staff, control, and operate the Solar Facility consistent at all times with the Operating Procedures referenced below in this Section.

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(i) For the duration of this agreement, PPAC shall keep a maintenance schedule for the Solar Facility.

(ii) PPAC shall not schedule any planned maintenance outages for the entire Solar Facility during any weekday of an On-‐Peak Month without the prior written approval of OFFTAKER, which OFFTAKER will not unreasonably withhold, delay or condition.

c. Operation and Maintenance Services of Solar PORTFOLIO. PPAC shall provide the operations, maintenance and support services (“SERVICES”), at its expense, as specified below (the “Work”). The Work will be performed on the premises noted in Appendix C and PPAC facilities according to the terms set forth below with respect to the solar PORTFOLIO, including the types and qualities of materials to be used, and inclusive of all stated assumption, conditions, and OFFTAKER responsibilities.

(i) An internet-‐based software performance monitoring and alert system shall be provided by PPAC that is capable of determining and quickly notifying PPAC if solar PORTFOLIO, on a site by site basis according to Appendix C, is performing per design and pursuant to this Agreement. If the system demonstrates that a particular Solar Facility is not performing per design and pursuant to this Agreement, PPAC shall dispatch technical service to take necessary actions to correct the problem.

(ii) PPAC will repair or replace any non-‐functioning system components and restore system operation during normal hours of operation. This includes any applicable productions monitoring and reporting subsystem associated with the solar facility, annual system check-‐ups, and preventative maintenance. It does NOT include maintenance and any other building structure, such as repair of roof leaks not directly caused by PPAC provided equipment or installation. PPAC will respond to OFFTAKER requests for services within one business day. PPAC will attempt to resolve all system problems in a timely manner, using customary and reasonable commercial efforts, and subject to the availability of repair and replacement parts from component manufacturers.

(iii) Portions of the Work may be performed at a PPAC or contractor designated repair facility by a PPAC service professional or other authorized representative. At PPAC’s discretion, the Work may be provided using remote diagnostics and support or other service delivery

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methods, or a combination of remote diagnostics and onsite support and service delivered at an OFFTAKER location. PPAC will determine the appropriate delivery method utilized.

(iv) PPAC will, at its option, repair or replace parts that prove to be defective. PPAC may replace defective components with new or refurbished components from the same manufacturer or with components of equal or better specifications such that the overall system performance will be the same or better than the solar facility originally installed and commissioned by PPAC, less 0.5% annual photovoltaic module degradation due to aging pursuant to this agreement.

(v) Interconnection Facilities such that the Interconnection Facilities shall be maintained and operated in compliance with performance requirement consistent with all standards and provisions set forth by FERC and PJM for said Solar PORTFOLIO described in Appendix C.

(vi) Solar Panels, Inverters, Balance of System equipment shall be operated and maintained by PPAC in accordance with the manufacturers’ warranties of said equipment to assure that the production of energy from solar PORTFOLIO meets or exceeds the performance requirements pursuant to this Agreement.

d. Hours of Operation. PPAC will provide Services during normal PPAC business hours (8:30 a.m. to 5 p.m.), Monday through Friday, excluding PPAC company holidays. PPAC, at its sole discretion, may elect to provide Services outside of these time periods.

e. OFFTAKER Responsibilities

(i) OFFTAKER shall agree to provide internet access via an internet service provider to the interconnect facility located on site at each OFFTAKER site listed in Appendix C in order to enable the performance monitoring system to communicate with the PPAC main office. If OFFTAKER incurs an additional charge for providing internet access, PPAC shall pay such expense.

(ii) OFFTAKER will provide reasonable efforts to support and cooperate with PPAC in diagnosing and resolving a system problem remotely, for example, by starting or restarting the system, executing self tests or diagnostic programs, communicating display information or diagnostic

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codes, or performing other basic remedial activities as instructed by PPAC.

(iii) OFFTAKER will ensure that PPAC service personnel are provided with site access and sufficient electrical power to perform necessary hardware maintenance.

(iv) OFFTAKER must ensure that an authorized representative is present or available by telephone when PPAC is providing services at OFFTAKER’ designated location.

(v) OFFTAKER agrees to allow PPAC to incorporate manufacturer recommended modifications and engineering change orders where applicable, as well as, any PPAC provided system improvements to enhance performance and/or system support.

(vi) OFFTAKER accepts responsibility to maintain non-‐PPAC provided devices or options, including Internet access.

(vii) OFFTAKER acknowledges that OFFTAKER has no ownership interest in diagnostic hardware, software or tools provided by or used by PPAC in conjunction with this Agreement, and that PPAC will remove these diagnostic tools and any other PPAC loaned or other PPAC owned equipment upon termination of this Agreement.

(viii) If part of an OFFTAKER system, the MS Windows based personal computer required to host and run a public kiosk is to be provided by OFFTAKER then its support is not within the scope of this Agreement.

f. Maintenance of OFFTAKER Sites. To the extent necessary, OFFTAKER shall provide and maintain aesthetics; vegetation control measures, including but not limited to, tree removal and/or relocation; and landscape fabric+rock on OFFTAKER owned sites for purposes of controlling weed, grass, and vegetation growth exceeding the height of installed solar facilities that are mounted on the ground and/or in carport configurations.

g. Operations Record. PPAC shall maintain an operations log, which shall include information on the Actual Average Annual Output of the Solar Facilities, planned and unplanned maintenance outages, circuit breaker trip operations requiring a manual reset, partial de-‐ratings of equipment, and any other significant event related to the operation of the Solar Facilities. PPAC will provide to OFFTAKER a means of self-‐

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monitoring and reporting the performance output and operation of the Solar PORTFOLIO via an online internet based Solar Operations Service (SOS) or such other service that is offered by Fat Spaniel or comparable service providers.

9. Default and Termination

a. Events of Default of PPAC (i) The occurrence of any of the following shall constitute an immediate

Event of Default without the opportunity to cure: (a) PPAC dissolution or liquidation; (b) PPAC abandonment of construction and/or operation of the Solar

Facility; and (c) PPAC filing of a petition in bankruptcy or insolvency or for

reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or PPAC voluntarily taking advantage of any such law or act by answer or otherwise.

(ii) The occurrence of any of the following shall constitute an Event of Default of PPAC unless PPAC shall have cured the same within ninety (90) days after receipt by PPAC of written notice thereof from OFFTAKER:

(a) PPAC’s failure to meet the Completion Date as set forth in Appendix A (subject to the extensions of time available to PPAC by written consent of OFFTAKER);

(b) PPAC’s assignment of this Agreement or any of PPAC’s rights under this Agreement or the sale or transfer of voting control or PPAC’s sale or other transfer of any material portion of its interest in the Solar Facility without giving written notice to OFFTAKER pursuant to PPAC’s rights established in this Agreement);

(c) The filing of a case in bankruptcy or any proceeding under any other insolvency law against PPAC as debtor or its parent or any other affiliate that could materially impact PPAC’s ability to perform its obligations hereunder; provided, however, that PPAC does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing;

(d) After the Completion Date, PPAC tampering with or adjusting the Metering Devices for the OFFTAKER Solar Panels in ways not expressly permitted by this Agreement.

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(e) After the Completion Date, the sale by PPAC to a third party, or diversion by PPAC for any use of the Energy Output committed to OFFTAKER by PPAC absent OFFTAKER’s prior written consent to such diversion or use;

(f) After the Completion Date, PPAC’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery;

(g) PPAC’s failure to acquire or maintain permits needed to construct and operate the Solar Facility. Notwithstanding, PPAC shall not be responsible for the cost and time associated with required zoning changes or waivers and any architectural board/committee approvals which shall be the sole responsibility of the OFFTAKER.

(h) PPAC’s failure to comply with any other material obligation under this Agreement.

b. Events of Default of OFFTAKER (i) The following shall constitute Events of Default of OFFTAKER upon their

occurrence and no cure period shall be applicable: (a) OFFTAKER’s dissolution or liquidation, provided that division of

OFFTAKER into multiple entities shall not constitute dissolution or liquidation; or

(b) OFFTAKER’s general assignment of this Agreement or any of its rights hereunder for the benefit of creditors.

(ii) The following shall constitute Events of Default of OFFTAKER upon their occurrence unless cured within ninety (90) days after the receipt by OFFTAKER of written notice thereof from PPAC:

(a) OFFTAKER fails to purchase the entire Energy Output of the OFFTAKER Solar Panels in accordance with Section 6(a);

(b) OFFTAKER defaults on its obligations to take delivery of Energy, and such default renders PPAC unable to deliver the Energy Output at the Point of Delivery or affects PPAC’s right to be paid under this Agreement for delivery at the Point of Delivery for its Energy Output;

(c) OFFTAKER’s assignment of this Agreement or any of OFFTAKER’s rights under this Agreement without obtaining PPAC’s prior written consent.

(d) OFFTAKER’s failure to comply with any other material obligation under this Agreement after receipt of notice thereof.

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(iii) OFFTAKER’s failure to make any payment when required under this Agreement shall constitute an Event of Default unless

(a) OFFTAKER shall have cured the same within thirty (30) days after receipt by OFFTAKER of written notice thereof or

(b) OFFTAKER has filed in good faith a Billing Dispute with respect to such unpaid amounts.

c. Termination for Cause In addition to any other right or remedy available at law or in equity or pursuant to this Agreement, including the right to seek damages for breach of this Agreement, the non-‐defaulting Party may, upon written notice to the other Party, terminate this Agreement if any one or more of the Events of Default described in this Section occur and are not cured within the time periods set forth herein. In the event of a termination by OFFTAKER due to an Event of Default by PPAC under Section 9(a), neither Party shall have any further liability or obligation to the other Party to perform with respect to this Agreement. Neither Party shall have the right to terminate this Agreement except as provided for upon the occurrence of an Event of Default as described above or as otherwise may be explicitly provided for in this Agreement. Neither Party shall be relieved of liability to the other Party for compensatory damages sustained by the non-‐defaulting Party by virtue of the Party in default of this Agreement, and either Party may withhold payments to the Party in default of this Agreement for the purpose of set-‐off until such time as the exact amount of damages due the non-‐defaulting Party is determined. Exceptions may be made with respect to defaults of subcontractors. In the case of an Event of Default by either Party, the Party in default of this Agreement shall bear the cost to restore all OFFTAKER Sites to their original condition. All remedies in this Agreement shall survive termination or cancellation of this Agreement and are cumulative.

d. No Consequential Damages Except where expressly stated in this Agreement, neither Party shall be liable for the other Party’s alleged lost profits or other consequential damages; provided, however, that any amounts which are expressly provided herein to be payable shall not be construed as lost profits or consequential damages.

10. Termination for Convenience

a. Termination by OFFTAKER for Convenience OFFTAKER may provide notice of its intent to terminate this Agreement for convenience during the period between the execution of this Agreement and the date that PPAC provides notice to OFFTAKER, that the Solar Facility is ready for construction (the “Initial Period”).

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(i) During the Initial Period, OFFTAKER must provide its notice of intent to terminate this Agreement for convenience at least thirty (30) days prior to the actual date of termination.

(ii) If a termination occurs under this Section), OFFTAKER shall pay to PPAC in the case of termination 1) a sum of $500 in the case where PPAC has NOT initiated its site assessment process; or 2) In the case where PPAC has initiated its site assessment, payment not to exceed $36,000 for all work performed by PPAC, including normal overhead and a reasonable profit up to the time of termination.

b. Termination Under Section 10(a) Termination of this Agreement pursuant to this Section shall relieve the Parties of all further obligations under this Agreement upon full and complete payment by OFFTAKER of all amounts due and owing.

c. Notice of Right to cancel. Provided delivery of Work has not commenced, and no expenses have been incurred for the Work, OFFTAKER has seven (7) days after the execution of this Agreement during which time he/she has the right to rescind his/her signature and cancel this Agreement without any payment due.

11. PPAC’S INSURANCE AND INDEMNIFICATION a. Workers’ Compensation – PPAC shall secure and maintain such insurance as will

protect PPAC from claims under the Workers’ Compensation Laws. b. General Liability Insurance -‐ PPAC shall secure and maintain such general liability

insurance as will protect PPAC from claims for bodily injury, death, or property damage which may arise from the performance of PPAC's services under this Agreement, with a combined single limit for bodily injury and property damage liability of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. The OFFTAKER shall be named as an additional named insured, and the policy shall contain a provision prohibiting the insurer from canceling any policy without notifying the OFFTAKER in writing at least ninety (90) days prior to cancellation.

c. Indemnification of the OFFTAKER -‐ PPAC shall indemnify, defend and save the OFFTAKER, its agents, and employees harmless from and against any and all losses, damages, settlements, costs, charges, professional fees, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and character in connection with or arising directly or indirectly out of errors or

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omissions or negligent acts by PPAC including by PPAC's employees and agents in the performance of this Agreement.

12. CONFLICT OF INTEREST a. Employee Or Agent Of OFFTAKER – PPAC agrees that no officer, employee, or agent

of the OFFTAKER who exercises any functions or responsibilities in connection with the planning and carrying out of the program, nor any immediate family member, close business associate, or organization which is about to employ any such person, shall have any personal financial interest, direct or indirect, in PPAC or in this Agreement and PPAC shall take appropriate steps to assure compliance with this provision.

b. Subcontractors – PPAC agrees that it will not contract with any subcontractor in which it has any personal financial interest, direct or indirect. PPAC further covenants that no person having any conflicting interest shall be employed in the performance of this Agreement.

13. INDEPENDENT CONTRACTOR

PPAC shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the OFFTAKER. PPAC shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the OFFTAKER and PPAC. No person performing any of the work or services described hereunder shall be considered an officer, agent, servant, or employee of the OFFTAKER, nor shall any such person be entitled to any benefits available or granted to employees of the OFFTAKER.

14. MISCELLANEOUS PROVISIONS a. GOVERNING LAW. This Agreement shall be governed by and construed in

accordance with the laws of the State of Ohio. b. FORUM SELECTION AND CONSENT TO JURISDICTION. PPAC and its successors and

assigns acknowledge and agree that all state courts of records sitting in Hamilton County, Ohio, shall be the exclusive forum for the filing, initiation, and prosecution of any suit or proceeding arising from or out of, or relating to, this Agreement, or any amendment or attachment thereto, including any duty owed by PPAC to the

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OFFTAKER in connection therewith. All parties to this Agreement consent to the personal jurisdiction of and venue in such Courts. In no event shall any party to this Agreement contest the personal jurisdiction of such Court over it and the venue of such Court with respect to those claims or disputes.

c. SPECIFIC PERFORMANCE. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, and in addition to any other remedies which may be available, the party who may be injured shall be entitled to one or more preliminary or permanent orders: (i) restraining and enjoining any act which would constitute a breach; or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach.

d. NOTICES. Except as otherwise provided in the Bylaws, any notice, demand, consent, election, offer, approval, request or other communication ("Notice") required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, or by other express delivery service. A Notice to OFFTAKER must be addressed to the OFFTAKER at its last known address on the records of PPAC. A Notice to PPAC must be addressed to PPAC's principal office. A Notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A Notice that is sent by mail or express delivery service will be deemed given on the date shown on the receipt, but no later than three (3) business days after it is sent. Any party may designate a different address for Notice by giving written Notice of the new address to the PPAC and to all of the other Members.

(i) To the OFFTAKER: City of Xenia TBD (ii) To the PPAC: Neil Chaudhry, Solar Power and Light, 2411 Crosspointe Dr.

Miamisburg, Ohio 45342 e. WAIVERS. This Agreement shall be construed in a manner that a waiver of any

breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provisions, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision.

f. AMENDMENT. This Agreement may be modified or amended only by a written contract duly executed by the parties hereto or their representatives.

g. ENTIRETY. This Agreement and the Appendixes attached hereto contain the entire contract between the parties as to the matters contained herein. Any oral

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representations or modifications concerning this Agreement shall be of no force and effect.

h. SEVERABILITY. This Agreement shall be severable, so if any part or parts of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all remaining parts shall remain binding and in full force and effect.

i. CONFIDENTIALITY. PPAC and OFFTAKER, its agents, and its employees will keep and retain any and all information and records generated under this Agreement in strictest confidence and will neither use such information or records nor disclose such information or records to anyone without the explicit written permission of the Parties. PPAC and OFFTAKER warrants that it has and will continue to have safeguards in place to assure that the Parties, their agents, and their employees keep such information and records confidential. The parties acknowledge that OFFTAKER is governed by the Ohio Public Records Laws. Notwithstanding any statement in this Agreement to the contrary, the OFFTAKER’s handling of any confidentiality obligations are subject to the limitations of this paragraph. Records (as defined by Ohio Revised Code §§ 149.011 and 149.43) related to this Agreement may be subject to disclosure under the Ohio Public Records Laws. The OFFTAKER shall have no duty to defend the rights of Contractor or any of its agents or affiliates in any records requested to be disclosed. Upon receipt of a public records request, the OFFTAKER will notify Contractor in accordance with Section 16(d) of this Agreement of its intent to release records to the requestor. Contractor shall have a maximum of five (5) business days beginning with the date it receives notification to respond to the OFFTAKER by either accommodating the requestor, providing redacted copies of the documents, or pursing legal remedies to stop the OFFTAKER’s release of requested information. Said notification shall relieve the OFFTAKER of any further obligation under any claim of Contractor or any of its agents or affiliates in any jurisdiction in connection with the disclosure of such records. Contractor and its agents and affiliates shall have the right to pursue legal and/or equitable remedies to stop or limit disclosure at their sole expense. Contractor will defend OFFTAKER against any third party claim related to Contractor’s designation of certain records as exempt from public disclosure (“Claim”), and will hold harmless the OFFTAKER for any award to a plaintiff for damages, costs and reasonable attorney’s fees, incurred by the OFFTAKER by reason of such Claim. OFFTAKER will promptly notify Contractor of the Claim, and will allow Contractor to control the defense and settlement thereof.

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j. PROPRIETARY MATERIALS. OFFTAKER acknowledges that in the course of performing services, PPAC may use products, materials, or proprietary methodologies. OFFTAKER agrees that it shall have or obtained no rights in such proprietary products, materials, and methodologies except pursuant to a separate written agreement executed by the parties. OFFTAKER acknowledges that in the course of performing services for OFFTAKER, the materials and information obtained, used, and/or produced for OFFTAKER are the exclusive properties of the PPAC and may not be disseminated in any manner without prior written approval of the PPAC.

k. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the PPAC, and their respective legal representatives, executors, administrators, heirs, beneficiaries, and permitted successors, assigns and transferees.

l. SECTION TITLES. The headings of each Article, Section and Paragraph are inserted as a matter of convenience only and do not define, limit or describe the scope of this Agreement or the intent of the provisions.

m. SURVIVAL. If any provision of this Agreement establishes, with respect to OFFTAKER or PPAC, any rights and/or obligations which are to be in effect after the termination or expiration of this Agreement, such provision shall survive the termination or expiration of this Agreement and shall be binding upon all persons affected by such provisions for such period of time as may reasonably be required in order to give full effect to the intended application of such provision.

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IN WITNESS WHEREOF, OFFTAKER has executed this Agreement on __________________________, 2011, and PPAC has executed this Agreement on ___________________________, 2011.

Solar Power and Light, LLC City of Xenia

By__________________________________ _____________________________

Print Name: Neil Chaudhry TBD

Its: Chief Executive Officer

Date: __________________________, 2011 Date:___________________, 2011

RECOMMENDED BY: APPROVED FOR COMPLIANCE __________________________________________ ____________________________ [Fill in Name] Contract Compliance Officer [Fill in Title]

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Appendix A -‐ Project Milestones

TBD

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Appendix B -‐ Pricing Agreement with OFFTAKER Solar Rate Plan #2a – revision 10/7/2011 WHEREAS PPAC shall supply electrical energy from its portfolio of distributed generation solar facilities as defined in Exhibit C and sell to OFFTAKER; WHEREAS OFFTAKER desires to adopt a green strategy by going solar shall receive and purchase, the entire Energy Output of the PPAC Solar PORTFOLIO in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and mutual covenants set forth, the parties do agree to the following pricing structure for solar generated electricity:

1. The price schedule defines exactly what the rates shall be for the next twenty years from the signing of the Agreement, and therefore, PPAC agrees to sell and OFFTAKER agrees to purchase solar generated electricity at a price defined by Solar Rate Plan Two (SRP#2) as follows:

TBD

The formula for pricing of electricity sold to OFFTAKER by PPAC shall be based on an initial fixed price rate (IFPR-1) followed by a 5% price increase escalator every five years for the life of the agreement; effectively resulting in a price increase in years 6, 11 and 16 as illustrated in the pricing schedule above.

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Appendix C – List of Distributed Generation Solar Site(s) 1. Ground Mounted Solar Facility #1

a. 312.8 Nameplate Capacity b. Located at the Glady Run Plant

2. Ground Mount Solar Facility #2 a. 312.8 Nameplate Capacity b. Located at the Ford Road Plant

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Appendix D – Example of Assignment Release and Consent Document

**** DO NOT EXECUTE as part of this agreement***** THIS ASSIGNMENT, RELEASE AND CONSENT (the “Agreement”) is entered into as of the _____ day of __________________, 2011, among Solar Power & Light, LLC (“Borrower”), whose address is 2411 Cross Pointe Drive, Miamisburg, Ohio 45342; Renewable Power & Light, LLC (“Grantor”), whose address is 2411 Cross Pointe Drive, Miamisburg, Ohio 45342; (“Lender”), with an office located at; and the Village of Saint Paris (“End User”), with a notice address of 357 West Main Street, Saint Paris, Ohio 43072.

WHEREAS, Borrower, Grantor, and Lender have entered into, or are about to enter into, an agreement or agreements whereby Lender has acquired or will acquire a security interest or other interest in the Collateral, some or all of which may be affixed or otherwise become located on the Premises; and

WHEREAS, to induce Lender to extend the Loan to Borrower against such security interest in the Collateral and for other valuable consideration, End User hereby agrees with Lender, Borrower, and Grantor as follows:

1. The following capitalized words and terms shall have the following meanings when used in this Agreement. Words and terms not otherwise defined in this Agreement but which are defined in the Uniform Commercial Code shall have the meanings attributed to such terms therein:

Loan. The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced.

PPA. The term “PPA” means that certain Power Purchase Agreement dated September 21, 2010, between End User and Grantor.

Premises. The word “Premises” means the real property described in the Power Purchase Agreement as Parcel No. F20-24-00-01-45-024-00, Village of Saint Paris, Ohio.

2. The word “Collateral” means the PPAC Solar Panels, the Facility, and the PPAC Interconnection Facilities, all as defined in the PPA.

3. Grantor hereby assigns to Lender all of Grantor’s rights in the PPA, as partial security for the Loan. The parties intend that this assignment will be a present transfer to Lender of all of Grantor’s rights under the PPA, subject to Grantor’s rights to enjoy the benefits of the PPA while not in default on the Loan or PPA. Upon full performance by Borrower under the Loan, this assignment shall be ended, without the necessity of any further action by any of the parties. This assignment includes all renewals of and amendments to the PPA or the Loan, until the Loan is paid in full. No amendments may be made to the PPA without Lender’s prior written consent, which shall not be unreasonably withheld or delayed.

4. End User consents to the above assignment. If Borrower defaults under the Loan or Grantor defaults under the PPA, Lender may reassign the PPA, and End User agrees that End

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Appendix D continued

User’s consent to any such reassignment will not be unreasonably withheld or delayed. Lender will have no liability under the PPA. Until reassignment of the PPA by Lender and acceptance by End User, Grantor will remain fully liable for all obligations of Grantor as seller under the PPA.

5. Both Grantor and End User agree and represent to Lender that, to the best of their knowledge, there is no breach or offset existing under the PPA or under any other agreement between Grantor and End User. End User agrees not to terminate the PPA, despite any default by Grantor, without giving Lender written notice of the default and an opportunity to cure the default within a period of sixty (60) days from the receipt of the notice. If the default is one that cannot reasonably be cured by Lender, then End User will not terminate the PPA so long as Lender reassigns the PPA to a new seller reasonably satisfactory to End User within sixty (60) days from the receipt of the default notice.

6. End User hereby consents to Lender’s security interest (or other interest) in the Collateral and disclaims all interests, liens and claims that End User now has or may hereafter acquire in the Collateral. End User agrees that any lien or claim it may now have or may hereafter have in the Collateral will be subject at all times to Lender’s security interest (or other present or future interest) in the Collateral and will be subject to the rights granted by End User to Lender in this Agreement. Lender hereby subordinates any interest it may have in those items designated as “Collateral” in the PPA to the interests of End User.

7. End User, Grantor and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Collateral from the Premises or conducting sales of the Collateral on the Premises. The rights granted to Lender in this Agreement will continue for ninety (90) days after End User has notified Lender that Grantor is in default under the PPA. If Lender enters onto the Premises and removes the Collateral, Lender agrees with End User not to remove any Collateral in such a way that the Premises are damaged, without either repairing any such damage or reimbursing End User for the cost of repair.

8. This Agreement shall extend to and bind the respective successors and assigns of the parties to this Agreement. The covenants of End User respecting subordination of the claim or claims of End User in favor of Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any claim or claims to which this Agreement shall apply. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The parties hereby waive any right to a jury trial. Any agent or other person executing this Agreement on behalf of End User represents and warrants to Lender that he or she has full power and authority to execute this Agreement on End User’s behalf. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Lender. Without notice to End User and without affecting the validity of this Agreement, Lender may do or not do anything it deems appropriate or necessary with respect to the Loan, any obligors the Loan, or any Collateral for the Loan; including without limitation extending, renewing, rearranging, or accelerating any of the Loan indebtedness.

IN WITNESS WHEREOF, Borrower, Grantor, End User, and Lender have executed this Agreement as of the date set forth above.

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APPENDIX E – EXAMPLE OF ASSOCIATED LEGAL DOCUMENTS

***Site Permission Document***

October 21, 2010

Mr. Neil Chaudhry, CEO

Solar Power and Light, LLC

2411 Cross Pointe Dr

Miamisburg, OH 45342

RE: Solar Installation

Dear Neil:

Please let this letter serve as official notice that Solar Power & Light, LLC (SP&L) has permission to install a solar photovoltaic ground mounted system for the ABC Company at the 123 South Street., West Chester, Ohio 45069, based on the following.

• ABC Company is the owner of said property and is allowing use of its property for the installation of a ground mounted Solar PV system.

• ABC Company will grants full access to said property by SP&L for said use only. • At its expense, Solar Power & Light will remove all equipment as required after

10 years and no more than once in the lifetime of associated PPA contract, to allow ABC Company routine maintenance and servicing of its property.

Agreed as set forth this 21th day of October, 2010.

Respectfully,

Jack Bonn

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APPENDIX E CON’T

***NOTICE OF INTENT TO BEGIN CONSTRUCTION***

This notice of intent to begin construction is provided this 17th day of FEBRUARY, 2011, to ABCCompany.(“Buyer”) from Divine Power and Light, LLC, an Ohio Limited Liability Company (“PPAC”).

WHEREAS: The BUYER and PPAC previously entered into a Power Purchase Agreement (PPA) on October 21, 2010;

WHEREAS: PPAC is required to provide notice of intent to begin construction of a new solar electric generating facility on site at Refreshing Springs Church of God pursuant to the PPA contract;

WHEREAS: Construction includes, but is not limited to, soil analysis, material purchases, final engineering development, site build, and commissioning;

WHEREAS: PPAC wishes to initiate such activities.

NOW THEREFORE, in consideration of PPAC initiating construction, ABC Company acknowledges, by it signature rendered below, that it has read said NOTICE OF INTENT TO BEGIN CONSTRUCTION and understands its rights pursuant to the executed PPA contract.

__________________________________________ Date: ______________

By: Jack Bonn

Its: Authorized Officer

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APPENDIX E – CON’T

*** Utility Authorization***

UTILITY COMPANY INFORMATION RELEASE AUTHORIZATION

I authorize Solar Power and Light LLC and its representatives and designees to obtain information about

my energy usage and utility bills from Duke Energy. OFFTAKER has entered into a solar power purchase

agreement with Solar Power and Light, LLC for the OFFTAKER owned property at XXX Wilmer Ave.,

Lunkin Airport. I understand that any and all information provided in this application by the utility

company will be used for administrative purposes and internal reporting.

I hereby authorize Duke Energy to release information on utility bill account # ______________ for a

period of 3 years beginning June 10, 2011 to June 10, 2014.

Signature of Applicant _______________________________ Date _________

Customer: OFFTAKER

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***Example of Net Metering***

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APPENDIX E CON’T

Example of Net Metering

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***Example of Interconnect Agreement***

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APPENDIX F – Approved List of Sub-‐Contractors

• Dovetail Solar and Wind, 5011 Kenwood Rd, Cincinnati, OH 45227; Headquarters: 16675 Canaanville Hills Road, Athens, OH 45701

• Tremco Roofing and Building Maintenance, 11880 Spiral Pass, Cincinnati, OH 45249

• TMI Electrical Contractors, 423 Wyoming Ave, Cincinnati, Ohio 45215

• AP Alternatives LLC, Ridgeville Corners, OH 43555

• RBI Solar, 5513 Vine Street, Cincinnati OH 45217

• Linc Service LLC, 2360 West Dorothy Lane, Suite #208, Dayton, Ohio 45439

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