EXECUTED APS CPA 18420.PDF

APS Contract No. 18420
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SOLAR RENEWABLE ENERGY CREDIT PURCHASE AGREEMENT
GRID-TIED PHOTOVOLTAIC SYSTEM
THIS SOLAR RENEWABLE ENERGY CREDIT PURCHASE AGREEMENT ("Contract") between Arizona
Public Service Company ("APS"), and Maricopa County, a political subdivision of the State of
Arizona, ("County" or "Participant"), (collectively referred to herein as the "Parties," and each
individually referred to herein as a "Party") shall be effective as of NOV • a_ , 2011 (the "Effective
Date").
RECITALS
WHEREAS, APS is a public utility that provides energy to its retail customers in the State of Arizona;
WHEREAS, County desires to replace some of the energy that it would otherwise purchase from APS
with energy generated from a photovoltaic system installed on property owned by County or to which
County has the right to install a system (the "System");
WHEREAS, County, or its designee, intends to install, maintain and own the System, or otherwise have
title to and ownership of the Renewable Energy Credits (as defined herein) associated with the output of
the System;
WHEREAS, APS is subject to certain state regulatory requirements governing its use of renewable
resources to supply energy to its customers, including a Renewable Energy Standard and Tariff.
"Renewable Energy Standard and Tariff or RES" means the Arizona Renewable Energy Standard Rules,
A.A.C. R14-2-1801 et seq., as the same may be amended from time to time.
WHEREAS, County desires to sell and APS desires to purchase certificates representing the
Environmental Attributes (as defined herein) associated with the energy produced by the System in order.
to comply with its obligations under the RES;
WHEREAS, this Contract sets forth the terms and conditions for the sale and purchase of such
certificates; and
NOW, THEREFORE, in consideration of the above recitals and the mutual agreement of the Parties set
forth below, the following terms and conditions shall apply to this Contract:
TERMS AND CONDITIONS
1. . Definitions. The following definitions apply to terms used in this Contract and in the reservation
request.
"Aggregate Contract Price" means the maximum amount to be paid to County pursuant to this
Contract, which in no event shall exceed the lesser of either fifty percent (50%) of the Total Project Cost
as provided in the approved reservation application in Exhibit D, or fifty percent (50%) of the Total
Project Cost as of the Commissioning of the System.
"Arizona Registrar of Contractors" or "ROC" means the Arizona regulatory agency for the
licensing and oversight of contractors.
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"Authority Having Jurisdiction ("AW") means the governmental agency or sub agency which
regulates the installation process applicable to the System.
"Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A
Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party's principal
place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from
whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to
be received.
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"Commissioning Deadline" means the date that is 365 days following the Reservation Date. The
Commissioning Deadline shall be extended on a day-for-day basis as a result of any Force Majeure event,
as defined herein, or in accordance with Section 3.
"Commissioning of the System" shall occur only after all conditions precedent to commercial
operation of the System have been satisfied, as documented by the certificate• attached hereto as Exhibit
B.
(a) County, or its designee, shall have obtained and be in compliance with all governmental
and regulatory authorizations required for the installation and operation of the Project,
including, but not limited to, any and all permits and/or approvals as required by an ART,
or if the site is not governed by an ART, County, or its designee, must provide
• certification in lieu of AHJ clearance, acceptable to APS in its reasonable discretion;
(b) The System shall have been installed by a contractor holding an active license
• appropriate for installation of the System with the Arizona Registrar of Contractors;
(c) County shall have executed an Interconnection Agreement and the System shall meet all
applicable interconnection requirements, specifically including, but without limitation,
the requirement that the System not be activated or paralleled with the APS distribution
system without the express permission from an authorized representative of APS
following inspection by APS;
(d) The System shall meet the Equipment Qualifications identified in Exhibit E attached
hereto;
(e) County, or its designee, shall have installed a meter socket(s), pursuant to Section 10
herein;
(f) County, or its designee, shall have installed, at County's, or its designee's, expense, the
necessary dedicated phone lines in accordance with Section 10 herein; and
(g) County shall be subject to an established rate schedule, either pursuant to an executed
Special Contract-Solar or by application of one of APS' pre-established rates.
"Contract Quantity" means the RECs associated with the annual production of the System as
specified in Section 6.
"Costs" means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other
similar third party transaction costs and expenses reasonably incurred by such Party in connection with
any new arrangements which replace this Contract; and all reasonable attorneys' fees and expenses
incurred by the Non-Defaulting Party in connection with the termination of this Contract.
"Defaulting Party" has the meaning set forth in Section 25.
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"Environmental Attributes" means ,environmental characteristics that are attributable to
Renewable Energy, including credits; credits towards achieving local, national or international renewable
portfolio standards; green tags; Renewable Energy Certificates; -greenhouse gas or emissions reductions,
credits, offset, allowances or benefits; actual SO2, NOx; CO2, CO, Carbon, VOC, mercury, and other
emissions avoided; and any and all other green energy or other environmental benefits associated with the
generation of Renewable Energy (regardless of how any present or future law or regulation attributes or
allocates such characteristics). Such Environmental Attributes shall be expressed in kWh. Environmental
Attributes does not include Tax Benefits, or any energy,, capacity, reliability, or other power attributes
associated with the provision of electricity services.
"Financing Rate" means the interest rate charged to County, or its designee, by its lender in
connection with the financing of the Project and disclosed to APS pursuant to Section 12 herein. In the
event that the County, or its designee, does not use third party financing in connection with the Project,
the Financing Rate shall mean the internal cost of capital calculated by County, or its designee, subject to
review and approval by APS in its sole discretion. In no event shall such Financing Rate exceed the
Prime Rate as of the Reservation Date plus five percent (5%), regardless of the actual interest rate that
may be charged to County, or its designee.
"Forecasted Quantity" means an amount of the Product, measured on the basis of a calendar
quarter, that is at least seventy-five percent (75%) of the amount of the Product represented on County's
Initial Production Profile or Annual Production Profile (as set forth in Section 4 and 9), as applicable, for
the same quarterly period.
"Force Majeure" means an event or circumstance which prevents one Party from performing its
obligations, which event or circumstance was not anticipated as of the date the transaction was agreed to,
which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and
which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be
avoided. So long as the requirements of the preceding sentence are met, a "Force Majeure" event may
include, but shall not be limited to, flood, drought, earthquake, storm, fire, lightning, epidemic, war,
terrorism or riot; provided, however, that existence of the foregoing factors shall not be sufficient to
conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and
• circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the
first sentence hereof has occurred. Notwithstanding the foregoing, Force Majeure shall not be based on
(a) County's, or its designee's, delay or inability to obtain financing, or other economic hardship of any
kind; (b) County's, or its designee's, inability to economically use the System; or (c) loss or failure of
materials or equipment for the System. •
"Gains" means, with respect to any Party, an amount equal to the present value of the economic
benefit to it, if any (exclusive of Costs), resulting from the termination of this Contract, determined in a
commercially reasonable manner.
"Generating Facility" means all or part of the• Participant's, or its designee's, electrical
generator(s) or inverter(s) together with all protective, safety, and associated equipment necessary to
produce electric power at the Participant's, or its designee's, facility.
"Interconnection Agreement" means the agreement, together with appendices, signed between
APS and the Participant, covering the terms and conditions governing the interconnection and parallel
operation of the Generating Facility with APS.
"Interest Rate" means, for any date, the lesser of (a) the per annum rate of interest equal to the
prime lending rate as may from time to time be published in The Wall Street Journal under "Money
Rates" on such day (or if not published on such day on the most recent preceding day on which
published), plus two percent (2%) and (b) the maximum rate permitted by applicable law.
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"kWh" means kilowatt hour.
"Losses' means, with respect to any Party, an amount equal to the present value of the economic
loss to it, if any (exclusive of Costs), resulting from termination of this Contract, determined in a
commercially reasonable manner.
"Major System Components" means PV Panels and Inverter.
"Minimum Contract Quantity" means RECs associated with a minimum production from the
System which shall mean, for purposes of this Contract, the production of at least fifty percent (50%) of
the Quarterly Contract Quantity in every calendar quarter hereunder, together with the production of at
least the Forecasted Quantity in one out of every two consecutive calendar quarters hereunder, subject to
adjustment of the Contract Quantity pursuant to Section 6.
"Month" means a calendar Month.
"Non-Defaulting Party" has the meaning set forth in Section 25.
"OEM" means Original Equipment Manufacturer.
"Prime Rate" means the lowest rate of interest on bank loans at a given time and place, offered to
preferred borrowers as published in the Wall Street Journal on the Reservation Date.
"Project" means the System owned by County, or its designee, which is a photovoltaic system
utilizing solar energy as the energy source for the solar system. •
"Project Site" means property located in Phoenix, Arizona, which is either owned by County or
to which County has rights necessary for the installation of the System as contemplated herein.
"Quarterly Contract Quantity" means the Contract Quantity divided equally into four calendar
quarters or such other quarterly schedule provided by County.
"Renewable Energy" means energy derived from resources that are regenerative or for all
practical purposes can not be depleted. Resources that qualify as Renewable Energy, provided that they
meet any and all requirements set forth in the RES, include moving water (hydro, tidal and wave power)
thermal gradients in ocean water, wind, solar power, geothermal, hydropower, landfill gas, various other
forms of biomass, and municipal solid waste.
"Renewable Energy Credit" ("REC") means: (i) the Environmental Attributes associated with the
generation of power from a Renewable Energy resource and (ii) the REC reporting rights arising
therefrom or connected therewith. One (1) REC represents the Environmental Attributes and REC
reporting rights associated with one (1) kWh generated from one (1) or more Renewable Energy sources,
as defined by the RES.
"Replacement Price" means the price (including its transaction costs), determined by APS in a
commercially , reasonable manner, at which APS purchases (if at all) or installs capacity to generate its
own substitute RECs for the deficiency or, absent such a purchase, the market price indexed at the closest
geographic location to the System's installation, if any, and if none is established or available, then at a
market price determined solely by APS in a commercially reasonable manner,
"Reservation Date" means the date on which County has been notified that its reservation has
been accepted, which shall trigger the start of the 365-day time period for the Commissioning of the
System.
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"Special Contract — Solar" or "SCS" means the agreement between APS and Participant for
electric power supply and consumption, a copy of which is attached as Exhibit F hereto, if applicable.
"Settlement Amount" means, with respect to a transaction and the Non-Defaulting Party, the
Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the
liquidation of a terminated transaction pursuant to Section 25.
"Tax Benefits" means, Renewable Energy related tax credits established under Section 45 of the
Internal Revenue Code, as amended, or any similar or successor provision of the Internal Revenue Code,
except for any credits or other tax benefits that are associated with any carbon tax or other assessment
(regardless of how any present or future law or regulation attributes or allocates such characteristics),
"Total Project Cost" means the total costs directly associated with the installation of the
equipment necessary to produce solar energy to generate electricity to heat and/or cool building interiors,
provide hot water and/or provide for other energy needs at Participant's facility, The Total Project Cost
may also include costs associated with financing the installation of the System, provided that such costs
are. disclosed by the Participant, or its designee, and provided further that such costs will be included at a
rate not to exceed the Financing Rate. The Total Project Cost shall not include any non-financing
expenses incurred after the Commissioning of the System, which shall be defined in this Contract.
"Transmission Owner" means APS, and its successors and assigns, in its capacity as provider of
interconnection services under the Interconnection Agreement.
2. Term of the Contract. Fifteen (15) years beginning with the Commissioning of the System
("Term"),
3. Commissioning of the System. If Commissioning of the System (including all conditions
precedent as set forth in Section 1 of this Contract) is not completed by the Commissioning Deadline,
APS may; in its sole discretion, terminate this Contract, in which event neither Party shall be liable to the
other Party for any claimed costs, expenses or damages arising directly or indirectly out of this Contract,
the System or any energy or associated RECs produced by the System; provided, however, that the
Commissioning Deadline may be extended on a day-for-day basis for up to ninety (90) days if the System
is substantially completed and APS approves, in its sole discretion the extension, such approval not to be
unreasonably withheld.
As soon as reasonably practicable following the completion of the conditions precedent for
Commissioning of the System, County, or its designee, must present to APS a certificate in the form
attached hereto as Exhibit B (the "Commissioning Certificate"), evidencing that such conditions
precedent have been satisfied. Following the receipt of such Commissioning Certificate, APS will
conduct an inspection of the System and countersign the Commissioning Certificate confirming that such
conditions precedents have been satisfied.
4. Development Milestones. Not more than forty-five (45) days following the execution of this
Contract or one hundred twenty (120) days following the Reservation Date, whichever is longer, County,
or its designee, shall provide to APS proof of project development, a production profile for the System for
each calendar quarter for the Term of the Contract (the "Initial Production Profile"), proof of an executed
installation agreement, proof of submission of building permits and any other similar permits necessary
for the installation • of the System, and must have submitted an application for an Interconnection
Agreement. If County, or its designee, falls to provide such documentation by the stated deadline, APS
may, in its sole discretion, terminate this .Contract, in which event neither Party shall be liable to the other
Party for any claimed costs, expenses or damages arising directly or indirectly out of this Contract, the
System or any energy or associated RECs produced by the System. County may also terminate this
Contract in writing at any time prior to Commissioning of the System; provided, however, that County
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may not submit a new reservation for one hundred eighty (180) days after the Contract has been
terminated by County.
5. Product. Renewable Energy Certificates or RECs as defined herein. County agrees to transfer
to APS any and all RECs purchased by APS pursuant to this Contract for the Term of this Contract.
County shall complete and deliver to APS a REC Certificate and pill of Sale/Invoice as described in
Section 17 herein.
6. Contract Quantity. RECs associated with up to 926,717 kWhs per calendar year for the Term of
this Contract. The Parties acknowledge that following the submittal of the proof of project development
described in Section 4 above, County shall have ten (10) days to amend, in writing, the Contract Quantity
herein; provided, however, that such amendment shall not increase the Contract Quantity by more than
ten percent (10%), subject to available program' funding as determined by APS at its sole discretion, or, in
the alternative, the amendment shall not decrease the Contract Quantity by more than twenty percent
(20%) (the "Amendment Deadband"). In the event the amendment submitted is outside the Amendment
Deadband, the reservation shall be considered rejected as amended and this Contract shall be
automatically terminated. County may not• submit a new reservation for one hundred eighty (180) days
after the Contract has been terminated in accordance with this provision.
APS shall receive and pay for any and all RECs delivered up to the Contract Quantity. If County
fails to deliver any RECs associated with energy produced by the System, APS shall be entitled to
damages for such RECs not delivered, in accordance with Section 26 herein. In addition, if the System
fails to produce the Minimum Contract Quantity, APS shall be entitled, in its sole discretion, to either
terminate this Contract or modify the Contract Quantity in accordance with Section 27 herein,
7. Contract Price. APS shall pay County $0.085 for each REC associated with a kWh of
Renewable Energy actually produced by the -System up to the Contract Quantity as described in Section 6
(the "Contract Price").
APS shall be obligated to pay County, or its payment designee if such designation has been
made, the Contract Price until the earlier of: (i) the date that is Fifteen (15) years after the Commissioning
of the System; or (ii) the date on which the aggregate payment by APS to County, or such payment
designee, under this Contract equals the Aggregate Contract Price,
• The Parties expressly acknowledge and agree that the Aggregate Contract Price, which shall be
paid by APS over the time period described herein, represents full and total payment for the RECs
associated with all energy produced by the System, up to the Contract Quantity, for the Term of this
Contract. Accordingly, APS shall retain the sole and exclusive rights to the RECs associated with the
Renewable Energy produced by the System, up to the annual Contract Quantity, for the full Term of this
Contract and County shall provide REC Certificates to APS as described in Section 17, even after full
payment has been made by APS in accordance with the preceding paragraph. The purchase of any RECs
in excess of the annual Contract Quantity shall be subject to the mutual agreement of the Parties and shall
remain subject to the Aggregate Contract Price.
8. County's Obligation to Overate. County, or its designee, shall operate and maintain the
System in accordance with applicable law, equipment manufacturers' recommendation and widely
accepted industry practice, and, without relieving itself of any liability thereunder, maintain such
documents and records necessary to confirm County 's, or its designee's, operation and maintenance of
the Project in accordance with such standards. County may, in its sole discretion, use third parties, to
perform duties associated with this operation and maintenance obligation; provided, however, that
County shall remain fully and solely liable for the satisfaction of this obligation notwithstanding its use
of third parties to perform associated duties.
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9. County's Obligation to Provide Annual Production Profile. Within ten (10) Business Days
following the first anniversary of the Commissioning of the System, and during the same period each year
thereafter, County, or its designee, shall provide to APS a production profile for the System that shows
expected production for the current calendar quarter as well as the next three (3) calendar quarters
("Annual Production Profile"). In the event APS does not receive a revised production profile each year
thereafter, the most recent production profile received shall be used as the basis for establishing the
production profile portion of the Minimum Contract:Quantity from that point forward unless or until a
new production profile is submitted. In the absence of any production profile, the defined term of the
Contract Quantity as shown in Section 6 shall be used.
10. Metering. APS shall provide and set an electronic, utility-grade electrical meter ("Inverter-
Output Meter") on the System that is compatible with the APS meter reading and billing systems.
County shall be responsible for all costs associated with the meters and any costs associated with the
installation thereto.
County shall provide, at County's expense, a dedicated phone line to each generator meter and
also to the facility service entrance section main billing meter. and/or sub meters if necessary as
determined by APS. Each dedicated phone line is to be landed on the APS-provided telephone interface
module which is typically located within two (2) feet of the meter.
At County's expense, County shall be responsible for installing the meter socket and all
associated equipment, the cost of which shall be borne solely by County. The location of the Inverter-
Output meter shall be approved by APS and shall be located so that APS has unassisted access to the
meter in accordance with APS requirements, including but not limited to Section 300 of the APS ESRM
("Electric Service Requirements Manual") and Service Schedule 1 ("Terms and Conditions for Standard
Offer and Direct Access Services").
APS will read the meter remotely for the purpose of providing metered data to County, and its
designee, in order that County, or its designee, may prepare and send an invoice to APS pursuant to
Section 11 below. In the alternative, or additionally, APS may read the meter at the Project Site.
11. REC Certificate Delivery, Billing and Payment. The calendar quarter shall be the standard
period for all payments under this Contract. Within fourteen (14) days after the end of each calendar
quarter, or as soon thereafter as reasonably practicable under the circumstances, APS shall provide the
metered data to County for the preceding calendar quarter, based on its Monthly read of County's meter,
which shall be done at the same time County's standard electricity meter is read. County, or its designee,
shall use such metered data to complete its invoice (using the form referenced in Section 17 and attached
as Exhibit A) for the payment obligations, if any, incurred hereunder during the preceding quarter based
on the Monthly meter readings provided by APS. Within five (5) Business Days after its receipt of such
information from APS, County, or its designee, shall issue the invoice Co APS. APS shall begin making
payments based on such invoices after it has approved the Total Project Costs submitted by County, or its
designee, subject to the limitations set forth in Section 12 herein. APS shall make any required payment
no later than thirty (30) days following its receipt of a quarterly invoice from County, or its designee.
APS shall make all payments under this Contract to an Automatic Clearinghouse Credit (ACH) account
designated by County. If County's, or its designee's, invoice is received more than twenty (20) days
after the end of the calendar quarter, payment may be delayed an additional thirty (30) days. If an invoice
is not received by APS within six (6) Months after the close of the calendar quarter, the right to receive
payment for such quarter is waived.
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12. Documentation of Total Project Cost. Within ninety (90) days after Commissioning of the
System, County, or its designee, shall provide APS with the Total Project Cost, together with any and all
supporting documentation. APS shall have the right to request any additional financial documents that it
deems necessary for the purpose of auditing and determining the validity of the Total Project Cost
including, but not limited to, original invoices of each item included in the Total Project Costs. The
invoice must show proof of payment and provide sufficient detail to identify the material or installation
cost. County, or its designee, shall provide any and all documentation requested by APS in connection
with such audit. Costs that may be included by County, or its designee, in the Total Project Costs are set
forth in Exhibit C hereto. All costs listed in Exhibit C are subject to all limitations set forth in this
Contract. AI'S shall have the right to dispute the Total Project Cost, and shall not be _required to pay any
portion of the Contract Price in excess of fifty percent (50%) of the undisputed Total Project Cost until it •
approves a Total Project Cost, which approval shall not be unreasonably withheld, or until a Total Project
Cost - is determined by arbitration as set forth herein. In such cases, once a Total Project Cost is
determined and approved by APS, APS shall pay any additional portion of the Contract Price not already
paid with the total payment by APS not to exceed fifty percent (50%) of the Total Project Cost,
13. Disputes and Adiustments of Invoices. A Party may, in good faith, dispute the correctness of
any invoice or any adjustment to an invoice rendered under this Contract, or adjust any invoice for any
arithmetic or computational error, within twelve (12) Months of the date of the invoice, or adjustment to
an invoice, was rendered. In the event an invoice or portion thereof, or any other.elaiin or adjustment
arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be
made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice
adjustment shall he in writing and shall state the basis for the dispute or adjustment. Payment of the
disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any
required payment shall be made within ten (10) Business Days of such resolution along with interest
deemed at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent
overpayments shall be returned upon request or deducted by the Party receiving such overpayment from
subsequent payments upon request, with interest accrued at the Interest Rate from and including the date
of such overpayment to but excluding the date repaid or deducted by the Party receiving such
overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in
accordance with this Section 13 within twelve (12) Months after the invoice is rendered or any specific
adjustment to the invoice is made. If an invoice is not rendered within twelve (12) Months after the close
of the Month during which performance of a transaction occurred, the right to payment for such
performance is waived.
14. County's Representations and Warranties. County represents that each REC: (i) represents
all of the Environmental Attributes associated with one (I) kWh of energy from the System; (ii) is
associated with the generation of Renewable Energy and represents title to and claim over all
Environmental Attributes associated with the specified kWh; and (iii) meets all requirements of the
Arizona RES, as of the Effective Date of this Contract.
County warrants that the RECs have not otherwise been, nor will they be sold, retired, claimed or
represented as part of Renewable Energy output or sales, or used to satisfy obligations, in any other
jurisdiction or for any other emissions compliance program requiring solar generation, including those
established or regulated by the U.S. Attorney General, Federal Trade Commission and other entities
providing guidelines on the advertisement of REC ownership claims.
County represents and warrants it has and will have at the time of sale, title and ownership to the
RECs sold hereunder as evidenced by documentation of the same that is acceptable to APS in its sole
discretion.
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County represents and warrants that the RECs sold hereunder are delivered free and clear of all
liens, encumbrances, and claims or any interest therein or thereto by any person arising prior to delivery
to APS.
15, Mutual Representations and Warranties. Throughout the Term of this Contract, each Party
represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations
necessary for it to legally perform its obligations under this Contract; (iii) the execution, delivery and
performance of this Contract is within its powers, have been duly authorized by all necessary action and
do not violate any of the terms and conditions in its governing documents, any contracts to which it is a
party or any law, rule, regulation, order or the like applicable to it; (iv) this Contract and each other
document executed and delivered in accordance with this Contract constitutes its legally valid and binding
obligation enforceable against it in accordance with its terms; subject to any equitable defenses,
bankruptcy principles, or the like; (v) it is acting for its own account, has made its own independent
decision to enter into this Contract and as to whether this Contract is appropriate or proper for it based
upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing,
and is capable of assessing the merits of and understanding, and understands and accepts, the terms,
conditions and risks of this Contract; (vi) it has entered into this Contract in connection with the conduct
• of its business and it has the capacity or ability to make or take delivery of all RECs referred to in the
Contract to which it is a party; and (vii) there are no bankruptcy proceedings pending or being
contemplated by it or, to its -knowledge, threatened against it.
16. Confidentiality. Subject to applicable Arizona public records laws, no receiving Party shall
itself, nor shall it permit its employees, consultants and/or agents to, disclose to any person, corporation
or other entity any non-public, confidential or proprietary information which theParties require be kept
confidential ("Confidential Information") without the prior written consent of the Party providing the
Confidential Information, except a receiving Party may distribute the Confidential Information to its
board members, officers, employees, agents and consultants and others who have a need for such
Confidential Information and have agreed to keep such information confidential. In the event that any
Party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential Information, the legally compelled
Party shall give the other Party providing such Confidential Information prompt prior written notice of
such requirement so that the providing Party may seek a protective order or other appropriate remedy
and/or waive compliance with the terms of this Contract. In the event that such protective order or other
remedy is not obtained, the providing Party waives compliance with the terms hereof with respect to such
Confidential Information.
As used herein, Confidential Information shall not include any information which: (i) at the time of disclosure
or thereafter is generally available to the public (other than as a result of a disclosure by any Party in violation
of this Contract); (ii) was available to any Party on a non-confidential basis from a source other than the Party
hereto providing the Confidential Information, provided such source is not and was not known by the
receiving Party to be bound by a confidentiality agreement that protects the Confidential Information; or (iii)
has been independently acquired or developed by any Party without violating any of its obligations under this
Contract.
The Parties acknowledge, however, that APS may need to disclOse the Confidential Information in
connection with its regulatory filings or to otherwise satisfy its regulatory requirements. In the event that
APS intends to disclose any of the Confidential Information to its regulatory authorities including, but not
limited to, the Arizona Corporation Commission ("ACC"), the Residential Utility Consumer Office
("RUCO"), the Federal Energy Regulatory Commission ("FERC") or any employee, staff member,
consultant, and/or agent of the foregoing, it shall give a minimum of ten (10) Business Days prior written
notice of its intention so that County may seek a protective order or other appropriate remedy. In the event
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that a protective order or other remedy is not obtained, County waives compliance .with the terms hereof
with respect to such Confidential Information to the minimum extent necessary to comply with and solely for
the purpose of such regulatory disclosure. Any information so submitted shall be identified as Confidential
Nothing herein shall be deemed to permit County to disclose Confidential Information to the foregoing
regulatory agencies, or any other party, unless such disclosure is otherwise permitted under this
Confidentiality provision.
In addition, County specifically agrees to use the following APS approved language in connection with this
transaction in any press releases, public meetings or hearings, or other public communications, including any
release to any newswire service. •
"The installation was facilitated, in part, by the AF'S Renewable Energy Incentive Program. This
Program offers financial incentives to customers who add Renewable Energy systems to their homes or
business. The Program is funded by AF'S customers and approved by the Arizona Corporation
Commission."
Any other language used in connection with such public communications that specifically relates to the
APS Renewable Energy Incentive Program or this Contract must be approved in advance by APS. The
Parties anticipate that at some future time it may be in the best interests of one or both of them to disclose
Confidential Information to the media and the Parties anticipate that, in such event, they will enter into a
subsequent agreement that will govern the terms of such disclosure. The Parties expressly agree, however,
that unless and until such subsequent agreement is executed between the Parties, the terms of this
Confidentiality provision shall be binding with respect to such disclosure. Each Party acknowledges that the
unauthorized disclosure of any Confidential Information may cause irreparable harm and significant injury
that may be difficult to ascertain. Each Party therefore agrees that specific performance or injunctive relief,
in addition to other legal and equitable relief, are appropriate remedies for any actual or threatened violation
or breach of the provisions of this Section, although neither Party shall be entitled to any special,
consequential, indirect or punitive damages as a result of a breach of the provisions of this Section,
whether a claim is based in contract, tort, or otherwise. The Parties agree that the respondent in any
action for an injunction, specific performance decree, or similar relief shall not allege or assert that. the
initiating Party has an adequate remedy at law in respect to the relief sought in the proceeding, nor shall the
respondent seek the posting of a bond by the Party initiating the action. In no event shall a Party's directors,
management, employees, agents, or consultants be individually liable for any damages resulting from the
disclosure of any Confidential Information in violation of the provisions of this Section.
The Parties expressly acknowledge and agree that no third party, including any developer or installer of the
System is expressly bound by the provisions of this Section 16, and County understands that in order to
maintain the confidential nature of any of. its Confidential Information with respect to such third party, it
should enter into a separate confidentiality agreement with any such third party.
17. Administration of Contract. Each Party hereby designates the employee identified below as its
administrator for purposes of this Contract. Each Party may change its designated administrator(s)' by giving
not less than two (2) days prior written notice of its new administrator to the other Party.
10
Res 1E1420 CPA sent 930. tl.doc

County Administrator:
Contact Name:
Telephone No.:
Fax No:
APS Reservation Coordinator
Contact Name: Reservation Coordinator
Telephone No.: (602) 328-1924
Fax No.: (602) 3284991
Invoices:
Attention: APS Energy Settlements
Telephone No.: (602) 250-3150
Fax No.: (602) 250-2325
In consideration of APS'' purchase of the Product herein,- County Administrator shall provide the APS
Energy Settlements with a REC Certificate and Bill of Sale/Invoice, in the form attached hereto as Exhibit
A (''REC Certificate"), which shall serve as a quarterly invoice referenced in Section 11 herein. County
shall provide the REC Certificate on a quarterly basis, in accordance with Sections 7 and 11 herein, for
the full Term of this Contract.
18. Notices. Ali notices or other communications given, delivered or made under this Contract by either
Party to the other Party will be in writing and may be delivered personally, by first class mail, overnight
delivery service or by facsimile. All notices shall be delivered or sent to the other Party at the address shown
below or to any other address as the Party may designate by two (2) days prior written notice given in
accordance with this. paragraph.
If to County:
Company: Maricopa County
Address: 301 W. Jefferson
Phoenix, AZ 85003
Contact: Clerk of the Board
Telephone No.: 602-506-3766
Fax No 602-506-6402
With a copy to:
Marieopa County
Director of Facilities Management
401 W. Jefferson
Phoenix, AZ 85003
Telephone No.: 602-506-1141
Fax No: 602-506-4275
11
Res 18420 CPA Sera 9.30.11d

If to APS:
Company: Arizona Public Service Company
Address: P.O, Box 53933
Phoenix, AZ 85072-3933
Contact: APS Renewable Energy
Mail Station 9649
Telephone No.: (602) 250-2547
Fax No. (602) 250-3546
19. Independent Contractor. The Parties agree that they are independent contractors for the purpose
and activities undertaken in accordance with or as contemplated in this Contract, and that no Party will he
considered or permitted to be an agent, servant, or partner of, nor in joint venture with, any other Party. It is
expressly understood and agreed that neither Party has any right or authority to directly or indirectly incur any
obligation or responsibilities on behalf of the other Party or commit the other Party to any matter or
understanding or make any warranties or representations with respect to the Project, without the other Party's
prior written consent. Each Party waives any and all rights that it may otherwise have under applicable laws
or legal precedents to make any claims or take any action against the other Party or any of its related parties
in respea of this Contract based on any theory of agency or fiduciary duty. The Parties agree that this
Contract is intended solely for the benefit of the Parties hereto, and that nothing in this Contract shall be
construed to create any duty, or standard of care with reference to, or any liability to, any person not a Party
to this Contract.
20. Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN,
THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED, TUB PARTIES.
CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN
THIS CONTRACT SATISFY THE ESSENTIAL PURPOSES HEREOF FOR BREACH OF ANY
PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED,
SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
ExcLusrvE REMEDY, THE 013LIGORES LIABILITY SHALL BE LIMITED AS SET FORTH IN
SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN
OR IN A TRANSACTION, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED, UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT
DAMAGES, LOST PROFITS OR OTHER BUSINESS 1NTERR 1UPTION DAMAGES, BY STATUTE,
IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE
INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND
THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED
THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE
BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY
DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE,
OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE
DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF
THE HARM OR LOSS.
12
Res 16420 CPA sent 9.30.1 i.doc

21. Alternative Dispute Resolution. All disputes arising under this Contract are subject to the
provisions of this Section 21.
(a) Mediation. Any disputes between the Parties shall first be submitted to a non-binding
mediation. The mediation shall be commenced by written request of either Party and
shall begin within thirty (30) calendar days of such written notice. The mediator shall be
chosen by mutual agreement of the Parties within fifteen (15) calendar days of
submission of the above written notice. Any discussions or materials presented during or
for purposes of the mediation shall be confidential and governed by the limitations and
restrictions of Rule 408 of the Federal and Arizona Rules of Evidence and/or any like
• regulatory rules. The compensation and any costs and expenses of the mediation shall be
borne equally by the Parties. Any arbitration commenced under this Section shall not be
initiated until following the completion of the mediation detailed herein; provided,
however, that if a Party refuses to participate in the mediation process as provided herein,
the other Party may immediately initiate arbitration as set forth in this Section 21. Any
dispute that remains unresolved thirty (30) days after the appointment of a mediator shall
be settled by binding arbitration in accordance with the procedures set forth in this
Section 21.
(b) Arbitration. Any disputes between the' Parties and/or their respective representatives
involving or arising under claim, counterclaim, demand, cause of action, dispute, and/or
controversy relating to the terms of this Contract, or the breach thereof (collectively
"Claims"), shall be submitted to binding arbitration, whether such Claims sound in
contract, tort or otherwise. The arbitration shall be conducted in accordance with the
Federal Arbitration Act and the then prevailing Commercial Arbitration Rules of the
American Arbitration Association. The validity, construction, and interpretation of this
agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant
hereto shall be decided by the arbitrator(s). Submission shall be made upon the request
of either Party. Within twenty (20) calendar days of the receipt by the respondent of
service of the notice of arbitration, the Parties shall select one (I) arbitrator by mutual
consent. If the Parties are unable to agree upon a single arbitrator, there shall be three (3)
arbitrators. Specifically, in the event the Parties cannot agree upon a single arbitrator,
both the claimant and the respondent shall appoint one (1) arbitrator within ten (10)
calendar days after written notice by either Party that three (3) arbitrators shall be
necessary. The two (2) arbitrators so appointed shall then .select the third. arbitrator
within twenty (20) calendar - days, who shall be the chairperson, of the tribunal. The
chairperson shall be a person who has over eight (8) years of experience in energy-related
transactions, and none of the arbitrators shall have been previously employed by either
Party or have any direct interest in either Party or the subject matter of the arbitration,
unless such conflict is expressly acknowledged and waived in writing by both Parties.
The chairperson shall be bound to schedule and hear the dispute within six (6) Months
after his/her appointment and shall render the panel's decision within thirty (30) calendar
days after the hearing concludes. It is agreed that the arbitration proceeding shall be
conducted in a neutral location mutually agreed to by the Parties. It is further agreed that
the arbitrator(s) shall have no authority to award consequential, treble, exemplary, or
punitive damages of any type or kind regardless of whether such damages may be
available under any law or right, with the Parties hereby affirmatively waiving their
rights, if any, to recover or claim such damages. The compensation and any costs and
expenses of the arbitrators shall be borne equally by the Parties. Any arbitration
proceedings, decision or award rendered hereunder and the validity, effect and
interpretation of this arbitration provision shall be governed by the Federal Arbitration
Act. The award shall be final and binding on the Parties. The arbitrator(s) shall be bound
13
Res 18420 CPA sent 9,20.11.4oe

to accept the position advanced by one of the -Parties and shall not be authorized to effect
a compromise in positions. Judgment upon any award may be entered in any court of
competent jurisdiction, The Parties agree that all information exchanged as a result of
any proceeding as described herein shall be deemed Confidential Information. Subject to
any orders or preliminary ruling of the arbitrator(s), during the pendency of dispute
resolution proceedings as provided in this Section 21(b), the Parties shall continue to
perform under this Agreement in accordance with its provisions.
(c) Judicial Relief, Either Party may petition a court of appropriate jurisdiction, as
described in Section 23, for non-monetary relief relating to any claim of breach of this
Contract in order to prevent undue hardship relating to any such claimed breach pending
the appointment of an arbitration panel as described in this Section 21.
(d) To the extent that there is any inconsistency between the provisions of this Section 21
and the provisions of A.R.S, §12-821.01, the provisions of A.R.S. §12-821.01 shall
govern with respect to, disputes arising under this Contract for which monetary damages
may be awarded,
22. Governing Law. This Contract shall be governed by, construed and enforced in accordance with
the laws of the State of Arizona without regard to principles of conflict of laws,
23. Venue. Subject to the mandatory arbitration provisions herein, with respect to any proceeding in
connection with any claim, counterclaim, demand, cause of action, dispute and controversy arising out of
or relating to this Contract, each Party hereto irrevocably: (i) consents to the exclusive jurisdiction of the
federal courts sitting in Phoenix, Arizona; provided, however, that if the federal courts sitting in Phoenix,
Arizona refuse jurisdiction, the Parties agree to the exclusive jurisdiction of the state courts sitting in the
County of Maricopa, State of Arizona; (ii) waives any objection which it may have to the laying of venue
of any proceedings brought in any such court; and (iii) waives any claim that such proceedings have been
brought in an inconvenient forum. Each Party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this
Contract."
24. Assignment. Neither Party shall assign or otherwise transfer any of its rights or obligations
under this Contract without the prior written consent of the other Party, which consent shall not be
unreasonably withheld; provided, however, either Party may, without the consent of the other Party: (i)
without relieving itself from liability hereunder, transfer, sell, pledge, encumber or assign this Contract or
the accounts, revenues or proceeds hereof in connection with any financing or other financial
arrangements;, (ii) transfer or assign this Contract to an affiliate of such Party which affiliate's
creditworthiness is equal to or higher than that of such Party; or (iii) transfer or assign this Contract to any
person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or
higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in
writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such
tax and enforceability assurance as the non-transferring Party may reasonably request. Any assignment in
violation of this provision shall be deemed to be null and void.
25. Events of Default/Remedies. An "Event of Default" shall mean, with respect to 4 Party (a
"Defaulting Party"), the occurrence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Contract if such
failure is not remedied within ten (10) Business Days after written notice;
14
Ites't MO CPA seat 9,39.1 L.due

(b) any representation or warranty made by such Party herein is false or misleading in any
material respect when made or when deemed made or repeated if such failure is not
remedied within ten (10) days after written notice;
(c) the failure to perform any material covenant or obligation set forth in this Contract
(except to the extent constituting a separate Event of Default, and except for County's, or
its designee's, obligations to deliver the Product or produce the Minimum Contract
Quantity, the remedies for which are set forth herein and in Sections 26 and 27) if such
failure is not remedied within thirty (30) days after written notice; provided such thirty
(30) day period shall be extended for an additional period not to exceed fifteen (15) days
so long as the Defaulting Party is diligently attempting to remedy such failure;
(d) any failure to comply with applicable interconnection requirements including, but not
limited to, operating the System in parallel with the APS distribution system without
having received explicit permission from APS to do so;
such Party becomes bankrupt;
such Party consolidates or amalgamates with, or merges with or into, or transfers all or
substantially all of its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to
assume all the obligations of such Party under this Contract to which it or its predecessor
was a party by operation of law or pursuant to an agreement reasonably satisfactory to the
other Party;
(g) if, during any consecutive ninety (90) day period under this transaction, there have
occurred three (3) or more County failures as that term is used in Section 26, regarding
which County shall be deemed to be the Defaulting Party and regarding which APS shall
also be entitled to its remedies under Section 26.
If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing,
the other Party (the "Non-Defaulting Party") shall have the right but not the obligation to: (i) designate a
day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is
effective, as an early termination date ("Early Termination Date") to accelerate all amounts owing
between the Parties and to liquidate and terminate the transaction under this Contract consistent with the
provisions of the succeeding paragraph; (ii) withhold any payments due to the Defaulting Party under this
Contract; and (iii) suspend performance.
The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement
Amount as of the Early Termination Date, The Non-Defaulting Party shall also calculate any amounts
that it owes or owed to the Defaulting Party on or before the Early Termination Date (including any
payments due to the Defaulting Party and withheld in the preceding paragraph). The Non-Defaulting
Party shall take this total amount owed to the Defaulting Party and net it against the Settlement Amount
(which shall also include any accrued but unpaid amounts due to the Non-Defaulting Party on or before
the Early Termination Date) to arrive at a single payment amount (the "Termination Payment"). The
Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.
Notwithstanding the foregoing, in no event shall any Termination Payment made by APS to County,
together with any amounts otherwise paid by APS to County under this Contract, exceed the Aggregate
Contract Price.
As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the
Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due
to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in .
15
Res 18420 CPA sent 9.30,11,cInc

reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party
that owes it within two (2) Business Days after such notice is effective.
26.. Failure to Deliver Product. If County fails to deliver any portion of the Contract Quantity
actually produced and required to be delivered under the terms of this Contract, County shall pay APS for
any such deficiency in an amount equal to the positive difference, if .any, , obtained by subtracting the
Contract Price from. the Replacement Price plus reasonable legal Costs incurred by APS in enforcement
and protection of its rights under this Contract. Each Party herebystipulates that the payment obligations
:set forth above are reasonable in light of the anticipateld harm and eaCh Party hereby waives the right to
:contest such payments as an unreasonable penalty or -otherwise..
27. Failure to Produce the Minimum Contract Quantity. If the System fails to produce the
Minimum Contract Quantity as described in Section 6, APS shall be 'entitled, in its sole discretion, to
either terminate this Contract or, upon written notice to County, modify the Contract Quantity
accordingly. In the event that APS exercises such right to terminate, neither APS nor County shall have
any further obligation to one another under this Contract except that the provisions contained in Sections
16 and 29 shall survive any such termination, together with any other provisions that survive termination
by operation of law. In addition, APS shall be entitled to recover damages associated with such
termination, in accordance with the procedures set forth in Section 25. Specifically, since pursuant to
Section 7 APS may pay County in advance for RECs that it is entitled to receive beyond the term of
payment under this Agreement, an early, termination pursuant to this Section 27 will result in APS having
paid for RECs that it did not yet" receive. Accordingly, APS shall be entitled to recover damages
associated with a termination under this Section 27 by declaring an Early Termination Date and
calculating a Settlement Amount in accordance with the procedures set forth in Section 25.
28. Taxes. County shall pay or cause to be Paid, all taxes, fees, levies, penalties, licenses or charges
imposed by any government authority ("Taxes") on Or with respect to the Product prior to its delivery to
APS. APS shall pay or cause to be paid, all Taxes on or with respect to the Product after delivery from
County (other than ad valorem, franchise, or income taxes which are related to the sale of the Product and
therefore the responsibility of County). Nothing herein shall obligate or cause a Party to pay or be liable
to pay any taxes for which it is exempt under the law. Each Party shall indemnify, defend and hold the
other Party harmless from any liability against all of any Taxes for which the indemnifying Party is liable.
29. Indemnity. To the extent allowable by statute in Arizona, each Party shall. indemnify, defend
and hold harmless the other Party from and against any claims arising from or out Of any event,
circumstance, act or incident first occurring or existing (hiring the period when control and title to Product
is vested hi such Party, unless a claim is due to the other Party's Willful misconduct. To the extent
allowable by statute in Arizona, each Party shall indemnify, defend and hold harmless the other Party
against any Taxes for which such Party is responsible under Section 28.
30. Forward Contract. The Parties acknowledge and agree that this transaction is a forward
contract and that the Parties are forward contract merchants, as those terms are used in the United States
Bankruptcy Code. The Parties acknowledge and agree that the transaction, together with this Contract,
form a single, integrated agreement, and agreements and transactions are entered into in reliance on the
fact that the agreements and each transaction form a single agreement between the Parties.
31. • Force Majeure. To the extent either Party, or County's designee, is prevented by Force Majeure
from carrying out, in whole or part, its obligations under the transaction and such Party (the "Claiming
Party") gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless
the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of
its obligations with respect to such transaction (other than the obligation to make payments then due or
becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy
16
Res 1.8420 CPA SeDt 9.30.11.doe

the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform
or resume performance of its obligations to the Claiming Party corresponding to the obligations of the
Claiming Party excused by Force Majeure.
32. Non-FERC Jurisdictional. The Product will be RECs, as defined herein, and shall not be
subject to the jurisdiction of the Federal Energy Regulatory Commission or successor agency or
commission under the Federal Power Act.
33. Entire Agreement; Amendments. This Contract contains the entire agreement of the Parties
and there are no oral or written representations or understandings or agreements between the Parties
respecting the subject matter of this Contract, which are not expressed herein. No amendment or
modifications to this Contract shall be enforceable unless reduced to writing and executed by both Parties.
By its signature below, Participant acknowledges that it has read and understands this Contract and agrees
to be bound by all of the terms and conditions set forth herein.
MARICOPA COUNTY, a political subdivision of the
State of Arizona ("County")
By: Andrew Kunasek,
Chairman of the Board of Supervisors
ATTEST:
(g, NOV 02 2.011
XYZt/t-
Clerk of the Board I Date
APPROVED AS TO FORM:
County Counsel
17
1144 18420 CPA 44nt 9.30,1140C

EXHIBIT A — Sample Only
Production Based Incentive - PV
REC Certificate and Bill of Sale / Invoice
6wiv, ip ("Seller") hereby transfers and delivers to Arizona Public Service Company ("APS") the
Environmental Attributes associated with the energy produced by the solar. system (the "System") as
described in the CREDIT PURCHASE AGREEMENT between the Parties dated (the
"Contract"). Terms used but not defined herein shall have the meaning set forth in the Contract.
The Photovoltaic System is located at
Monthly Meter Read Date KWh generated
,20
, 20
, 20
Total PV Quarterly Production: kWh x $ er kWh $
Total Amount Due: $
One (1) REC represents the Environmental Attributes and EEC reporting rights associated with one (1)
kWh generated from the Renewable Energy resource, as defined in the Contract.
Seller further attests, warrants and represents as follows:
i) to the best of its knowledge, the information provided herein is true and correct;
II) its sale to APS is its one and only sale of the Environmental Attributes with respect to the
• energy referenced herein and no third party has claimed nor can claim any interest in
such Environmental Attributes;
iii) the System identified above produced the number of kWh above during the period
indicated above; and
iv) Seller covenants that all RECs required to be delivered hereunder satisfy all Arizona
Renewable Energy regulatory requirements set forth in the Contract;
This serves as a bill of sale, transferring from Seller to APS all of Seller's right, title and interest in and to
the Environmental Attributes associated with the generation of the above referenced energy.
Contact Person: phone: ; fax:
ACH Account Information/Instructions:
S igned: Bank Name
Name:. ABA#
Title: Acct.#
Date: Ref:
18
Res 113420 CPA opt 9.30.1 I.dor

EXHIBIT B — Sample Only
COMMISSIONING CERTIFICATE
Customer Details:
Name:
Correspondence Address:
Installation Address: (if different)
Installer Details:
Installer Company Name:
Accreditation No.
Address:
Telephone:
Email Address:
Website:
Installation carried out by:
(if different from above)
System Details:
Manufacturer
Model:
System Peak Power Output• kWh
Inverter Manufacturer
PAiRPOPP1•! (Seller) hereby certifies that the photovoltaic system installed on its property
(the "System'') has been installed and commissioned at the above referenced address p.0 .1101rOlr
certifies that the following conditions precedent to commercial operation of the System have been
satisfied:
,
1. 410, or its designee, has obtained and is in compliance with all
• governmental and regulatory authorizations required for the installation and operation of
the Project, including, but not limited to, any and all permits and/or approvals as required
• by an ARI, or if the site is not governed by an AM, the Participant, or its designee, has
provided certification in lien of AEI clearance, acceptable to APS in its reasonable
discretion;
2. IMMITAINT has an established rate schedule either pursuant to a fully executed SCS
or by application of a pre-approved APS rate schedule, which rAIMCJOANTI shall
specifically delineate;
3. The System was installed by a contractor holding an active license appropriate for
installation of the System with the Arizona Registrar of Contractors;
4. pAggclippo has executed an Interconnection Agreement and the System meets all
applicable interconnection requirements;
5. VALIttliar0 . 41, or its designee, has installed meter sockets acceptable to APS;
6 PARTICIPANT, or its designee, has installed the necessary dedicated phone lines;
19
Res 18420 CPA sere 9.30.II.doc

. 7. The System meets the Equipment Qualifications identified in Exhibit E attached to the
Contract;
8. The System is operating correctly; and
9. prAgifOOMI further certifies that it has title to and Ownership of all RECs associated
with the energy produced by the System and is legally able to transfer ownership of such
RECs to APS in connection with the Contract and has provided documentation of such
title and ownership to APS as requested by APS in its sole discretion.
I certify that all statements made in this Certificate are correct to the best of my knowledge and
that I have the authority to bind pAp..-jp.ANT to the statements made herein.
PARTICIPANT
("PARTICIPANT ")
MARICOPA COUNTY, a political subdivision of the
State of Arizona
By: Don Stapley,
Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney
20
Res 18420 CPA sent 9,30.11.doe

ACKNOWLEDGED AND AGREED:
ARIZONA PUBLIC SERVICE COMPANY
("APS")
Signed:
Name:
Title:
Date:
21
Res 18420 CPA sent 930.1.1.doc

EXHIBIT C
• PHOTOVOLTAIC SYSTEMS
ELIGIBLE PROJECT COSTS
The following costs, subject to review and approval by APS in its sole discretion, may be included in
total eligible project cost:
• Photovoltaic equipment capital cost for Major System Components and all parts and
materials as necessary for proper functioning of the system
• Engineering and design cost
• Installation costs. For projects in which the generation equipment is part of a larger
project, only the installation costs directly associated with the installation of the energy
generating equipment are eligible
• Engineering feasibility study costs
Building permit costs
• Sales tax and use tax
• On-site System measurement, monitoring and data acquisition equipment
• Necessary mounting hardware and installation costs excluding any costs that might have
been incurred had a photovoltaic system not been installed, such as roof resurfacing, roof
replacement or replacement of roof structural elements due to failure or need to upgrade
for purposes other than solar array mounting.
• Cost of capital included in the System price by the vendor, contractor or subcontractor . (the
entity that sells the System) is eligible if paid by the owner of the System
• Interconnection costs, including:
o Electric grid interconnection application fees
o Metering costs associated with interconnection
22
Res 19420 CPA stet 9,30.11.doc

EXHIBIT D
RESERVATION APPLICATION
[ATTACHED]
23
. Res 18420 CPA sent 930.11.sloc

ee,v6
tC-
2011 NON-RESIDENTIAL
PHOTOVOLTAIC SYSTEM (GRID-TIED)
PRODUCTION BASED INCENTIVE RESERVATION APPLICATION
This Incentive Program is funded by APS customers and approved by the Arizona Cmporation Commission
Is this a revision of a previously submitted reservation application? 1-. 11 Yes LI No
In order to qualify for a production based incentive, the total incentive over the lifetime of the project must be over.
S75,000. Projects not meeting this requirement may apply for funding using our lip-Front Incentive program
application.
RESERVATION APPLICATION
MS Customer Name Maricopa County - FMD Parking (3311)
(This should be the customer name as shown on API bill for this location. If the name you want is different than what APS bas in our system, please contact
the APS custom:meant center at SO2171-7171 and make the account name ohango PRIOR to submitting the reservation application),
Installation Address 401 W. Jefferson, Phoenix, AZ, 85007
Is the Property: Owned LI Leaned
If leased, a Landlord-Tenant rider will be required and must be submitted with. the application (located atwww.apacrindgosolar), A cOpy ofthe lease
agreement will also ho required.
MS Account Number * 3045S50288 Meter Number * (6 digits) 899761
(List only lhQ meter to which system is being interconnected)
Is meter Totalized: U Yes i No
If yes, please list submeter above (Meter Number)
*If there is currently nu electrical service at the installation site please leave account and meter number blank and check here, El
API CUSTOMER CONTACT INFORMATION (Please Note: installer/dealer contact information requested on next page)
AL'S Customer Contact Name Neil Urban neil.urban@fm.maricopa.gov
Business phone 602-506-5988 Alternate Phone 602-725-3244
Fax Number 6027506-1556
Mailing Address 401 W.,Jefferson St, Phoenix, AZ, 85003-2115
(No P.O. Boxes, please — mast be able to receive FerlEx deliveries at this address)
Is the Customer a dealer or manufacturer of any Of the components proposed in the qualifying system, or an employee of a
dealer or manufacturer? LI Yes q No
if customer is a dealer, employee of.. or a manufacturer of the system components, system costs are limited to actual
costs rather than retail.
Is the Customer the primary occupant at the site location? Yes U No
If not, are you the landlord or owner? U Yes 13 NO
Page of 6
(03111 11

(For Production Based Incentives, the system must be installed within 365 days from date of reservation. Allowing for
engineering, permitting and interconnection approvals, what is the realistic estimated date of installation?)
If you plan for the system (under 1 MW) to be installed in 2011, the following year-end interconnect deadlines apply:
1. October 7, 2011: interconnection application with full set of diagrams must be submitted
2, November 4,2011: diagrams must be approved
3. November 18, 2011: scheduling of inspection must be confirmed
Estimated number of PV Panels 2,21z PV Module Manufacturer suaLech
Model # Plata 245W UL Listing UL- 1705
What is the DC watt rating per panel? 245W
Estimated nuntber of Inverters I Each Inverter Manufacturer Atlyanced Eneaw
Model fl(s) 5°1,6, 11, 333kW, PVPoWerad 100kW UL Listing UL- 1141
What is the AC watt rating of each inverter? SSW MOM
Estimated Total Project Costs* and sYstem installation S2.557I973
* Total Project Costs is defined in the Credit Purchase Agreement and may include eligible financing, if applicable,
APS Compensation for Excess Production from PV System:
Please indicate your rate plan choice for any excess kWh production that will be delivered to the APS distribution system by
your PV system.
•
LI EPR-6 (Energy sent back to the APS grid will appear as a kWh credit on your bill, often called !`riet metering". Any
unused kWh credits that appear lathe last billing cycle of the year will be paid out at a wholesale price) NOTt: In order to
qualify for this rate, the total AC inverter rating(s) CANNOT. exceed 125% of the customer's metered peak demand
during the last twelve months.
• EPR-2 (Energy sent back to the APS grid will be purchased by AI'S at 4 Wholesale iirice, often called "net billing")
• SC-S (If your inverter size is 100 kWac or larger and you are not using EPR-6, you must select the Standard Contact-
Solar, or SC-S, rate. Energy sent back to the APS grid will be purchased by APS at the EPR-2 price, but additional standby
charges may also apply based on customer demand.)
Rate schedules are posted at www,aps.com, or call 602-328-1924.
NOTE — Approval of this application does not constitute or imply approval or guarantee of theabove-requested rate-
plan choice. Approval of any rate is based on Customer meeting all qualifications for such rate.
POTENTIAL ADDITIONAL CHARGES:
Additional chaiges could include, but are not limited to:
- Upgrades to APS existing infrastructure required to support customer project
Additional equipment required based on size or design of system
RTUs as required by the interconnection study group
The interconnection process for 1-megawatt systems or greater will take additional time to complete once the interconnection
application and diagrams are received. APS will advise you of any additional requirements, including whether or not an
interconnection study will be required, and of any estimated costs if modifications are necessary to the APS system in order
to accommodate your project, A copy of APS ss Interconnection Requirements can be found at
http://www.aps.corn/main/greenichoicetchoice 79.html
Page 3 of 6
(5131(11)

Have you provided the required attachments?.
, I Copy of a signed contract with Installer or Developer for the installation Of the System (application Will not be accepted
withbut this documentation) •
NOTE: An installation contract made contingent upon APS Ilinding may be acceptable, provided that it establishes a binding
, agreement for Installation subject only to receipt of APS Raiding , . . .
PV Watts calculation sheet (htlogirredc.nrel.govisolarkalculators/PVWATTS/vorsiort2/)
LtJ Ranking score calculation sheet
Ei A written system description
•
A quote from your installer that includes an itemized list of system components including panel count, model and
manufacturer of both the PV module(s) and the inverter(s)
ij W-9 for owner of the system
U If applicable, a Landlord-Tenant Rider AND a copy of lease agreement
NOTE: The lease agreement must specifically state that Customer will retain ownership of the Renewable Energy Credits (RECs).
Exhibit A to the Credit Purchase Agreement (CPA) requires Customer to be the sole owner of the RECs.
L:1 If this is new construction, supporting documentation for estimated annual usage
If your reservation is approved, please note the following timelines:
I. Your signed Credit Purchase Agreement must be returned to APS within 45 days of reservation date.
2. Submittal of an Interconnection Application within 90 days of reservation date
3. A progress-update is required at 120 days from reservation date, including status of the following:
a. Interconnection Application -
b, Lacal permitting applications
c. Equipment orders
4. -System must be installed within 365 days from reservation date..
Projects not meeting timelines may be cancelled. If extenuating circumstances exist, you may request consideration
for an extension by contacting APS at commercial-renewablesRaps.cont. If your project requires outside flouncing, it
should be secured at the beginning of the application process. Please note that extensions will not be granted for lack
of secured financing.
This Reservation Request and any attachments provided supersede all_orior Reservation Requests submitted for
the installation addresS listed on the first page of this document and for this particular technology.
Please note that this is a CUSTOMER program, and the signature required is that of the of APS customer of record.
By signing below, customer acknowledges that all application information and all required documents provided have
been submitted in good faith.
CUSTOMER:
ANDREW OM
Name (Please Print)
CHAIRMAN BOARD OF SUPERVISORS
Signature
AUG 21 2011
Date
,S7r ,42/71% CIS;
Page 5 of 6
(53111O

PVWatts v.2: AC Energy and Cost Savings Page 1 of 1
P sit AC Energy
* * * * * * * *
Was Cost Savings
Maricopa FMD
Station Identification Results
Cell ID: 0185370 Solar AC Energy
State: Arizona Month Radiation Energy Value
(kWh/m 5/day) (kWh) ($)
Latitude: 33,5 ° N 1 4.60 62378 5447.47
Longitude: 112.2 °W 2 5.25 63655 5558.99
PV System Specifications 6.27 82560 7209,96
DC Rating: 541.9 kW 7.13 88725 7748,35
DC to AC Derate Factor: 0.867 7.54 II 93562 II 8170.77
AC Rating: 469.9 kW 6 7.60 88667 7743.29
Array Type: Fixed Tilt 7 7,19 86901 7589.06
Army Tilt: 20.0 ° 8 6.88 83555 7296.86
Array Azimuth: 180,0 6.60 78576 6862.04
Energy Specifications 10 5,85 74875 6538.83
11 5.04 64919 5669.38
Cost of Electricity: 8.7 0/kWh
12 4,26 58109 5074,66
Year 6,19 926484 80909.85
OUIpI HirIy P,..trforrrand:Q. Data Output Results as Text I
(Gridded data is monthly, hourly output not available.) Saving Text from a Browser
Run ?MATT'S v.2 for another location . Run PVWATTS v.1
Please send questions and comments to Webmaster
Disclaimer and copyright notice.
RReDC home page (littp://iredc,iirel.gov )
http://trede.nrel.gov/solar/caleulators/PVWATTS/version2/pvwattsv2.cgi 8/29/2011

REC 2,557,973 926,717 Solar Grid-Tied 0.0850 EGO
year S
P81,15 $ PV
Solar:
15-year
first.
funding
1,
4. receive
step
in rankings
source
fuel highest
the
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the as limited cap.
check value of 50%
costs. please maximum event the to
$1,181,565 listed, the In due
financing exceed limited
is not is not ranking. is
payment eligible type can the
incentive
include request higher
incentive menu. technology the your
total down applicable, (kWh). menu. lithe incentive value, if
Your drop If hours menu, note, the notified
the dollar. kilowatt down lower be will
applicable) 0.1.3 $ from in drop down Please The You
Value terms nearest the drop kWh. Value.
if (kWH) the production from the per payment.
financing Max DATA incentive to source form Index
Production (Select) BACKUP Cost annual fuel type incentive incentive
(Select) (includes Source (Select) {SAW Value four Project Ranking
Terms ($) Annual Fuel Type PSI Index Entry: the of Total estimated renewable technology requested PRI total
CALCULATOR Cost Ranking CALCULATOR one the the a a the your your
Criteria incentive Project Estimated Renewable Technology Requested Ranking Name Yuma Select Enter Enter Select Select Enter Review Review
INDEX jP131 INDEX Contract of INSTRUCTIONS: 1: 2: 3: 4: 5: 6: 7: 8:
P8I PBI City Step Step Step Step Step Step Step Step

Preliminary System Description
Maricopa County Solar Project
FMD Parking (3311)
The 541.94kWdc array will consist of a raised superstructure above the garage designed
and installed by IronCoiltenewable Energy Contractors. The racking is fixed at 20
degrees tilt facing south. There will be 2,212 Suntech Pluto 245 watt polycrystalline
modules. There will be 1 Solaron 333kWac inverter and 1 PV Powered 100kWac both
manufactured by Advanced Energy.

.•. ..... .
APS 11. SERVICES
-0 •en.b.
Bill of materials
Site Name: FMD Parking (3311)
Date: 29-Aug-11
Modules
Manufacturer Model If Module DC-STC If Modules Total kW-DC
Suntech Pluto245W 245W 2212 541.94
inverters
Manufacturer Model 41 Quantity kW-AC
Advanced Energy Solaron 333kW 1 333
Advanced Energy PVP 100kW 1 100

CHANGE ORDER
PROJECT: Energy Savings Performance Contract CHANGE ORDER NO.: 2
Energy Savings Services
PHASE II INITIATION DATE: August 26, 2011
TO (Contractor): APS Etter*, Services, inc. CONTRACT NO.: C-73-10-055-3-01
60 E. Rio Salado Pkwy,
Suite 1001 CONTRACT DATE: March 3,2010
Tempe, AZ 85281
The Contract is changed as follows:
APS Energy Services, Inc. is to design, engineer, procure, install and commission three (3) solar photovoltaic systems. The
systems will be installed at the: FMD Garage (Building 43311); Downtown Justice Center (Building 44053); and,
Elections/Sheriffs Warehouse (Building 46202), This item has been reviewed and recommended by the Facilities Review
Committee. The work being added is located in District 5.
TOTAL THIS CHANGE ORDER S5,349,314
This Change Order shall constitute a final settlement of all matters relating to the change in the Work which is the subject of the Change Order, including
but not limited to all direct or indirect costs associated with such change, any impact such change may have on unchanged Work, and any and all
adjustments to the Contract Sum or the Contract Time. This Change Order supercedes all prior reservations stated or implied.
Not Valid Until Signed By The Owner, Program Manager, Architect (if applicable) and Construction Contractor.
The original Contract Sum was $25,331,160
Net Change by previously authorized Change Orders $0
The Contract Sum prior to this Change Order was $25,331,160
The Contract Sum will be (increased) (deer-eased)-(unehafige4)-by this Change Order $5,399,314
The new Contract Sum including this Change Order is $30,730,474
The Contract Time will be (increased) (decreased) (unchanged) by (60) days
The date of Substantial Completion as of the date of this Change Order therefore is April 1,2012
N/A
Architect Date
N/A
Program Manager Date
Form No 6 3.3.2
DBB Ch4R Change Order over 25D
Revised May 24, 2006

APPROVED AS TO FORM: MARICOPA COUNTY BOARD OF SUPERVISORS
Marioopa County Attorney
66v#I74 4„ 3 z) 1/ At16 2 1 N11
Deputy County Attorney eat'e Chairman of the Board Date
Attest:
CLERK OF TNE BOARD
AUG 31 2011
Date
Form No
DBB CMR Change °WIT over 250
ReVi$ed May 24, 2006

EXHIBIT E
EQUIPMENT QUALIFICATIONS
• All components of the PV System must be new and must not have been previously placed in
service in any other location or for any other application
• All photovoltaic modules must be certified by a nationally recognized testing laboratory as
meeting the requirements of UL 1703.
• The inverter must be listed to UL 1741.
• All other electrical components must be UL listed.
All systems shall be installed with an array angle above horizontal (horizontal tilt angle)
between 0 degrees and 60 degrees, and an array azimuth angle from due south of plus or
minus 110 degrees of due south. The shade factor shall not exceed 59%.
• PV modules must be covered by a manufacturer's warranty of at least twenty (20) years.
• Inverters must be covered by a manufacturer's warranty of at least five (5) years. The
remaining operational life must • be supported by a planned maintenance or equipment
replacement schedule.
▪ Participant must be the original purchaser of the System,
• It must be a complete solar system, which includes solar panels, inverter, and all other related
equipment required to provide AC electricity to Participant's premises.
• It must satisfy all APS Interconnection Requirements. A copy of the APS Interconnection
Requirements is available on aps.com or can be obtained by calling 602-328-1924. It is
important to note that only an authorized APS representative can provide permission for your
PV system to operate in parallel to. the APS distribution system.
• The PV System must be installed consistent with the manufacturer's recommendations and
comply with all applicable governmental statutes, codes, ordinances, rules and regulations, as
well as generally accepted engineering, safety and installation practices.
▪ The Project must comply will all applicable local, state, and federal regulations
• Installations must meet applicable governmental statutes, codes, ordinances, and accepted
engineering and installation practices
APS may request copies of any documents to assure compliance with government,
institutional, or program requirements that are either explicitly or implicitly described in this
Credit Purchase Agreement,
24
Res 18420 CPA sent 930.[1.doc