C-70-18-001-M-00 PRIOR REQUEST TO AMEND KWK PRODUCTION.PDF

Agenda Item Id:
Item Title
AGREEMENT WITH APS FOR PHOTOVOLTAIC SYSTEM
C Number: C-70-18-001-M-00
Action Requested:
Approve and sign Agreement for the Interconnection of Customer's Generation Facility to the APS
Distribution System Between Arizona Public Service Company and Maricopa County (APS Agreement No.
18420). In addition, approve and sign the related APS "Request to Amend kWh Production or System
Equipment Information" form.
Board Required Information:
In 2012, Maricopa County entered into an "Interconnection of Customer's Generation Facility to the
APS Distribution System" Agreement with the Arizona Public Service Company. This original Agreement
established terms and conditions for the connection of the grid tied photovoltaic system (the
"Generating Facility") located on the 5th Level of the FMD Parking Garage located at 401 W. Jefferson
Street, Phoenix, Arizona 85003 into the APS electrical grid. In July 2017, the Maricopa County Facilities
Management Department (FMD) completed repair and replacement of photovoltaic electrical
generating components in this "Generating Facility". The project work was required due to equipment
failures in the existing photovoltaic system. The project involved replacement of certain pieces of
equipment with different items due to the non-availability of replacement parts. The electrical output
of the system changed as a result of the equipment changes. The attached Agreement between
Maricopa County and Arizona Public Service reflects administrative updates and amendments to
document the changes in equipment and electrical output of the system into the APS Distribution
System. This update does not alter the material terms of the original Agreement.
Additional Information:
Expenditure Impact By FY:
None
Item Notes:
(10/18/2017 9:32:18 AM) - Step: CIrkOfBrd
User: Juanita Garza
Response: APPROVE
(10/12/2017 4:02:52 PM) - Step: CountyAtty

User: Betsy Pregulman
Response: APPROVE
(10/10/2017 3:11:42 PM) - Step: MtlsMgt
User: Kevin Tyne
Response: MOVE FORWARD
Comments:
Not an OPS item
(10/9/2017 5:54:31 PM) -Step: OMB
User: Lauren Cochran
Response: APPROVE
Comments:
Recommend approval.
(10/9/2017 5:53:07 PM) - Step: OMB_C2
User: Lauren Cochran
Response: APPROVE
Comments:
Recommend approval.
(10/9/2017 4:50:43 PM) - Step: 0MB_C1
User: Jordan Dale
Response: APPROVE
Comments:
Approval recommended
(10/9/2017 3:29:38 PM) - Step: DepartmentChief
User: Reid Spaulding
Response: APPROVE
(10/9/2017 2:02:17 PM) - Step: DeptHead
User: Rich Wegele
Response: APPROVE
(10/9/2017 12:51:49 PM) -Step: Originator
User: Denise Goss
Response: APPROVE

Is there a Financial impact?
no
Is there related Managing for Results information?
no
none
General item information
Department: Facilities Management Department
Constellation:
Contact Name: Ken Burt
Phone Number: 602-506-5839
Return To: Denise Goss
Phone Number: 602-506-5914
Location: Supervisors' Auditorium
Board:
Meeting Date: 10/25/2017
Item Tracking
Step . :Action 'User Date
Originator APPROVE Denise Goss 10/9/2017 12:51:48 PM
DeptHead APPROVE Rich Wegele 10/9/2017 2:02:16 PM
DepartmentChief APPROVE Reid Spaulding 10/9/2017 3:29:35 PM
OMB APPROVE Lauren Cochran 1019/2017 5:54:30 PM
MtlsMgt MOVE FORWARD Kevin Tyne 10/10/2017 3:11:41 PM
Legal APPROVE Betsy Pregulman 10/12/2017 4:02:52 PM
CIrkOfBrd APPROVE Juanita Garza 10/18/2017 9:32:18 AM
CountyManager APPROVE JoAnn Rangel 10/18/2017 10:14:30 AM
Board of Supervisors / Directors Approved on 10/25/2017.

AGREEMENT FOR THE INTERCONNEtTION
N OF CUSTOMER'S GENERATION
FACILITY TO THE APS DISTRIB TION SYSTEM
BETWEEN/
ARIZONA PUBLIC SE/VICE COMPANY
AND
11/IARICOPA / COUNTY
/APS AGREEMENT NO. 18420

Cyl b- 601 M
Reservation if: 18420
aps
Request to Amend kWh Production or System Equipment Information
I.) Original Reservation Application Information:
Estimated number of PV Panels 2212 PV Module Manufacturer Suntech
Model Pluto 245W UL Listing 1703
What is the DC Watt rating per panel? _245W_
(If multiple PV module manufacturers, break out panel count per manufacturer):
Estimated number of Inverters 2 Inverter Manufacturer Advanced Energy
Modelii(s)_Solaron 333kW (1) & PVPowered 100kW (1) UL Listing 1741
What is the AC Watt rating per inverter? 3331cW & [00kW
(If multiple Inverter Manufacturers break out inverter count per manututurer): 1 each
Original Total Project Costs ("TPC") $2,557,973 Original Ranking Score: 850
System Size: 541.94 kWdc Estimated Annual kWh per kWdc: [710 kWh
Original Anticipated Annual kWh Production (system size zest annual kWh pioduction/kWdc): 926,717
Estimated Annual Incentive Payment (annual estimated kWh x $ 0.085 incentive per kWh): $78,771
2.) Revised System Information or Est kWh Production (based on Interconnection Agreement);
Estimated number of PV Panels 1568_ PV Module Manufacturer__Trina Solar
Model #_TSM-240pA05 UL Listing 1703
What is the DC Watt rating per panel? _240
(If multiple PV Module Manufacturers break out panel count per manufacturer): N/A
Estimated number of Inverter's • '7 - Inverter Manufacturer ABB
Modelif(s) _TRIO 50-TL-OUTD-US UL Listing 1741
What is the AC Watt rating per inverter? _50kW
(If multiple Inverter Manufacturers, break out inverter count per manufacturer): N/A
New Total Project Costs ("TPC"): $2,856, [ 81.57 **New Ranking Score: 850
New TPC Cap (TPC x40%) , $1,142,472.63_
New Anticipated Annual kWh Production: _926,717
Difference from original anticipated kWh production: 0
New Estimated Annual Incentive Payment (annual estimated kWh times $ 0.085 incentive per kWh): $ 78,771
3.) Customer/Owner Agreement to new kWh?
Customer: System Owner:
Name (please pri aricop4 nty Name (please prl
Title/Business '• e Marie nty- Title/Business
Signature*: Signature: A
Date: Date: W
Customer signature signifies customer rip vOl of new annual production and that this addendum will suporsedihre original Credit
Purchase Agreement =Section 6 Coutract Quantity. •
"Submit a new Ranking Scorecalculation sheet. Ranking score mustaot be higher than original. If awarded in prioryear, please contact
your APtS Project Manager for assistance in generating-a new prior year ranking score.
Notes:
- Changes in system size may also change the method used to reimburse/credit far excess generation placed back onto the APS grid.
- Changes in system size or kWh production cannot increase the per kWh incentive amounts paid for the production of the system.
ApS Approval • APS Approval
4.) Approval of Amended annual kWh production approved by APS? %Yes LJNO
APS Representative: Name:
Title:
. ,Date: Approved a4.,to Form
NOV OS 2017

cii1b-12- )-tsi - o
Reservation #: 18420
aps
1,)
Request to Amend kWh Production or System Equipment Information
1.) - Original Reservation Application Information:
Estimated number of PV Pariels_2212 PV Modulo Manufacturer Suntech
Model 11 Pluto 245W UL Listing I 703
What is the DC Watt rating per panel? _245W_
(If muItiple .PV module manufacturers, break out panel eount per manufacturer):
Estimated number of Inverters _2 Inverter Manufacturer Advanced Energy
Mociel0(s)_Solaron 333kW (I) & PVPowered 100kW (1) UL Listing_l 741
What is the AC Watt rating per inverter? 333kW & 100kW
(If multiple Inverter Manufacturers break out inverter count per manufacturer): 1 each
Original Total Project Costs ("TPC") $2,557,973 Original Ranking Score: 850
System Size: 541.94 kWde Estimated Annual kWh per kWdc: 1710 kWh
Original Anticipated Annual kWh Production (system size x est. annual kWh productiontkWde): 926,717
Estimated Annual Incentive Payment (annual estimated kWh x 80.085 incentive per kWh): $78,771
2.) Revised System Information or Est kWh Production (based on Interconnection Agreement):
Estimated number of PV Panels 1568 PV Module Manufacturer Trina Solar
Model tLTSM-240PA05 ' UL Listing 1703
What is the DC Watt rating per panel? _240
(If multiple PV Module Manufacturers break out panel count per manufacturer): N/A
Estimated number of Inverters 7 Inverter Manufacturer ABB
Modelti(s) _TRIO 50-TL-OUTD-US UL Listing 1741
What is the AC Watt rating per inverter? _50kW
(If multiple Inverter Manufacturers, break out inverter count per manufacturer): N/A
Now Total Project Costs ("TPC"): $2,856,181.57 **New Ranking Score: 850
New TPC Cap (TPC x 40%) $1,142,472.63
New Anticipated Annual kWh Production: _926,717
Difference from original anticipated kWh production: 0
New Estimated Annual Incentive Payment (annual estimated kWh times $ 0.085 incentive per kWh): $ 78,771
3•) Customer/Owner Agreement to new kWh?
Customer; System Owner:
Name (please pri nty Name (please pri adcopa unty
Title/Business H Maric.. tunty Title/Business : Marie aunty
Signature*: Signature: /
Date: NOV 0 I Date:
*Customer signature signifies customer aprval firmly annual production and that this addendum willsupersedithe original Credit
Purchase Agreement —Section 6 Contract Quantity.
**Submit a new Ranking Se.ore'calculation sheet. Ranking score must not be higher than original. If awarded in prior year please contact
your APS Project Manager for assistance in generating a new prior year ranking score.
Notes:
- Changes in system size may also change the method used to reimburse/credit for excess generation placed back onto the APS grid.
- Changes in system size or kWh production cannot increase the per kWh incentive amounts paid for the production of the system.
APS Approval' APS Approval
4.) Approval of Amended annual kWh production approved by APS? nYes No
APS Representative: Name:
Title:
Date: Approved as to Form
NOV 03 2017 Attorney County

D- boi-m
AGREEMENT FOR THE INTERCONNECTION
OF CUSTOMER'S GENERATION
FACILITY TO THE APS DISTRIBUTION SYSTEM
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
MARICOPA COUNTY
APS AGREEMENT NO. 18420

AGREEMENT FOR THE INTERCONNECTION
OF CUSTOMER'S GENERATION FACILITY
TO THE APS DISTRIBUTION SYSTEM
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
MARICOPA COUNTY
TABLE OF CONTENTS
1. PARTIES 3
2. RECITALS 3
3. AGREEMENT 4
4. DEFINITIONS 4
5. EFFECTIVE DATE AND TERM 7
6_ INTERCONNECTION FACILITIES AND POINT(S) OF INTERCONNECTION 7
7. NOTICES 8
8. ENTIRE AGREEMENT 9
9. CUSTOMER'S OBLIGATIONS 9
'10. MUTUAL UNDERSTANDINGS 1
11. ADDITIONAL TERMS AND CONDITIONS, 13
12. SUCCESSORS AND ASSIGNS 14
13, EFFECT OF SECTION HEADINGS 14
14. INDEMNITY 14
15. GOVERNING LAW 14
16, UNCONTROLLABLE FORCES 14
17. EVENTS OF DEFAULT; REMEDIES 15
18. SEVERABI LITY 15
19, WAIVER 15
20. DISPUTE RESOLUTION 15
21. ATTORNEY'S FEES 16
22, INSURANCE 16
23. SIGNATURE CLAUSE 17

AGREEMENT
FOR THE INTERCONNECTION
OF CUSTOMER'S GENERATION FACILITY
TO THE APS DISTRIBUTION SYSTEM
BETWEEN
ARIZONA PUBLIC SERVICE COMPANY
AND
MARICOPA COUNTY
1. PARTIES
This Agreement for the interconnection of Customer's Generation Facility to the APS
Distribution System as defined in Section 4.1 below is entered into as of the 4 th day of
October 2017, (the "Effective Date") by and between ARIZONA PUBLIC SERVICE
COMPANY, an Arizona corporation (hereinafter called "APS") and MARICOPA
COUNTY, a political subdivision of the State of Arizona (hereinafter called "Customer").
APS and Customer are hereinafter sometimes referred to individually as "Party" and
collectively as "Parties".
2. RECITALS
The following facts and considerations are an essential and material part of the terms
and conditions of this Agreement:
2.1 Customer intends to invest in, construct, own, lease, maintain and/or operate a
Generating Facility (''GF"), which will be operated in electrical parallel with APS'
electric distribution system (the "APS System").
2.2 The GF shall be permanently located at 401 W. Jefferson St., Phoenix, AZ (the
"Property").
2.3 The specifications of the GF are described as follows:
Type: ABB — Trio-50.0-TL-OUTD-US
Fuel or Energy Source: Photovoltaic
Unit Nameplate Output Rating: 50 kW
No. of Units: 7
Total Nameplate Output of all Units: 350 kW Output
2.4 APS and Customer intend to interconnect their respective facilities and systems in
order that Customer may operate its GF in electrical parallel with the APS
System, Such interconnection and parallel operation shall be undertaken in
accordance with the terms and conditions of this Agreement,
3

2.5 Customer's electric service is in the form of three phase alternating current at
approximately 60 Hertz and approximately 277/480 volts.
2.6 In connection with the GF, Customer and APS may enter into a Construction
Agreement to address, among other things, the costs of any upgrades to the APS
System that are required to accommodate the interconnected operation of the
Customer's GE.
3. AGREEMENT
Now therefore, in consideration of the mutual covenants and agreements herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
4. DEFINITIONS
The following terms, when used in this Agreement, shall have the meanings specified:
4.1 Agreement: This Agreement (also referred to as "Interconnection Agreement")
titled "Agreement for the Interconnection of Customer's Generation Facility to the
APS Distribution System between Arizona Public Service Company and Maricopa
County," together with other exhibits attached hereto and incorporated herein by
specific reference.
4.2 Advanced Metering Infrastructure (AMI) Device (also referred to as an
"Automated Meter"): A device such as a kWh meter or system that collects and
measures energy usage. AMI Devices may transmit data via a radio and/or cell
phone communication system with other metering devices.
4.3 APS Interconnection Requirements (also referred to as the "APS IRDG"): The
APS document titled "Interconnection Requirements for Distributed Generation,"
which outlines AP8's interconnection requirements to interconnect a GF to the
APS System, available at
http://www.aos.com/librarvisolar%20renewables/InterconnectReq.pdf and
incorporated herein.
4.4 The APS System (also referred to as "APS's System"): Refers to APS' electric
Transmission or Distribution system. Also referred to as APS' System.
4.5 Bi-DirectIonal Meter: A meter having two separate metering registers, one to
record electricity delivered to the Customer and the other to record electricity
received from the Customer.
4.6 Cogeneration Facility: Any facility that sequentially produces electricity, steam or
forms of useful energy (e.g., heat) from the same fuel source and which are used
for industrial, commercial, heating, or cooling purposes.

4.7 Customer: An APS account holder or APS "Customer of Record" that receives
electric service from APS and which may also generate electricity at the Property
receiving electric service.
4.8 Disconnect Device: A Disconnect Switch or a rack-out circuit breaker acceptable
to APS to electrically isolate the Customer's GF from the APS System.
4.9 Disconnect Switch: A visible open disconnect device installed by Customer that
completely isolates the Customer's OF from the APS System, including the utility
metering equipment located at the SES.
4.10 Electric Service: Service provided by APS to Customer in accordance with all
applicable APS requirements, including but not necessarily limited to APS Service
Schedule 1 ("Terms and Conditions for Standard Offer and Direct Access
Services") and the APS ESRM, whereby electricity may be delivered by APS to
Customer, or electricity may be received by APS from Customer.
The APS Service Schedules are available at:
htto://vvww.a ps.com/en/ourcom ba ny/ratesreoulationsre sources/servicep la nin form
ation/Pages/home.asox
4.11 ESRM: APS' Electric Service Requirements Manual, available at
www.aps.com/esrm.
4.12 Generating Facility (also referred to as "GF" or "Distributed Generation Facility"):
All or part of the Customer's electrical generator(s) or inverter(s), together with the
interconnection facilities and all protective, safety, and associated equipment and
improvements associated with the interconnection to the APS system. A
Generating Facility also includes any Qualifying Facility as defined in Section 4.20
below.
4.13 Generator: A rotating machine or static inverter used to produce electrical power.
4.14 Minimum Protective Devices, Relays, and Interconnection Requirements:
The minimum required protective relaying and/or safety devices or requirements
specified in the APS Interconnection _Requirements, as may be revised from time
to time, for the purpose of protecting only APS and its other customer facilities
from damage or disruptions caused by a fault, malfunction or improper operation of
the Customer's GF. Minimum Protective Devices, Relays and Interconnection
Requirements do not include relaying, protective or safety devices as may be
required by industry and/or government codes and standards, equipment
manufacturer requirements and prudent engineering design and practice to fully
protect Customer's OF or facilities; those are the sole responsibility of the
Customer.
4.15 NRTL: A Nationally Recognized Testing Laboratory certified by OSHA to perform
a particular test standard or standards.
4.16 OSHA: Occupational Safety and Health Administration. See wmv.osha.corn.

4.17 Performance Meter: a meter that may be required by an applicable rate schedule
or other APS requirement to record the output of the GF.
4.18 Point(s) of Interconnection: The physical location(s) where APS service
conductors are connected to Customer's service conductors or bus to allow
parallel operation of Customer's GF with the APS System.
4.19 Property — Has the meaning set forth in Section 2.2.
4.20 Qualifying Facility (OF): Any Cogeneration Facility or Small Power Production
Facility that meets the criteria for size, fuel use, efficiency, and ownership as
promulgated in 18 CFR, Chapter I , Part 292, Subpart B of the Federal Energy
Regulatory Commission's Regulations, as amended.
4.21 Readily Accessible: Capable of being reached quickly and conveniently on a 24-
hour basis, pursuant to Section 2 of the APS Interconnection Requirements,
without requiring climbing over or removing obstacles, or obtaining permission,
keys or security clearances.
4.22 Rotating Machine: An induction or synchronous machine used to generate electric
power.
4.23 Service Entrance Section (SES): The Customer-owned main electrical panel or
equipment located at its premises to which the utility delivers electric energy via
the Utility service drop or service lateral.
4.24 Small Power Production Facility: A facility that uses primarily biomass, waste, or
renewable resources, including wind, solar, and water to produce electric power.
4.25 Static Inverter: An electronic device used to convert direct current (DC) power into
alternating current (AC) power.
4.26 Termination Obligations: Has the meaning set forth in Section 5.
4.27 UL: Underwriters Laboratories Inc. See.www.ul.com

5. EFFECTIVE DATE AND TERM
This Agreement shall commence on the Effective Date and shall remain in effect until (a)
it is terminated by mutual agreement of the Parties, (b) it is replaced or superseded by
another interconnection agreement between the Parties with respect to the GF(s), (c) it
is terminated by either Party pursuant to a Default of this Agreement as specified in
Section 17 hereof, (d) electric service to the Customer at the Property is terminated, or
(e) it is terminated by either Party upon 30 days advance written notice. Upon
termination of this Agreement, Customer shall immediately permanently lock open the
Disconnect Switch and shall be responsible for ensuring that the electrical conductors
connecting the GF to Customer's distribution system or the APS System are immediately
lifted and permanently removed, so as to preclude any possibility of interconnected
operation in the future (collectively, the "Termination Obligations"). In the event
Customer fails to perform the Termination Obligations, Customer hereby consents and
grants access to APS t6 enter the premises where the GE and its related facilities are
located in order to perform the Termination Obligations at Customer's expense. APS
shall have no liability for personal or bodily injury or for damage to the property of
Customer or any third party, arising from or related to the Termination Obligations and
Customer hereby agrees to indemnify APS from and against any such liability.
6. INTERCONNECTION FACILITIES AND POINT(S) OF INTERCONNECTION
Customer shall, at it's expense, install and be responsible for all facilities required to
interconnect Customer's GF to the APS System including, but not limited to, connection,
transformation, switching, protective relaying, metering and safety equipment, including
the Customer owned, visibly-open and groundable Disconnect (Utility Isolation)
Switch(es). During the term of this Agreement Customer shall maintain the GE,
connection facilities, and all other materials required hereunder in a safe and in good
operating condition and in accordance with Section 9 of this Agreement.
7

7. NOTICES
All written notices pursuant to this Agreement shall be delivered by registered or certified
mail including express overnight courier service, postage prepaid, return receipt
requested, or by electronic mail (scanned PDF image) at the address of the Party set
forth below as follows:
To APS:
Arizona Public Service
Attn: Renewable Energy Delivery
P.O. Box 53933, MS 3298
Phoenix, AZ 85072-3933
Telephone: (602) 371-6160
Email: commercial-renewables@aps.com
To Customer:
Maricopa County
Attn: O&M Division Manager
401 W. Jefferson St.
Phoenix, AZ 85003
Telephone: 602-506-1141
Email: fmdcontact@fm.maricopa.gov
Either Party may change its address by providing written notice given to the other
Party in any manner provided above. Any notice under this section 7 shall be
deemed to have been duly given and served on the date which is three (3) business
days after the date deposited in the United States mail in accordance with this
section 7, or on the date of receipt, if delivered by express overnight courier service
or electronic mail (if delivered during the normal business hours of the recipient).
8

8. ENTIRE AGREEMENT
8.1 This Agreement and the documents attached hereto or incorporated herein
constitute the entire Agreement between the Parties relating to the subject matter
hereof. This Agreement specifically supersedes and replaces the prior agreement
dated July 24t`', 2012. In the event of a conflict among the provisions of this
Agreement or incorporated document, this Agreement shall govern. This
Agreement does not modify, change or impact any other agreement between the
Parties relating to the supply of electric service, or the sale of, or purchase of,
electric power.
8.2 The Parties may amend this Agreement only by written instrument signed by both
Parties.
9. CUSTOMER'S OBLIGATIONS
9.1 Customer shall not commence interconnected operation of the GF with the APS
System until the GF has been inspected by an authorized APS representative and
written notification is received from APS allowing the GF to commence parallel
operation with the APS System.
Customer shall give at least ten (10) business days written notice to APS when
initial startup is to begin. APS shall have the right to have a representative present
during initial energizing and testing of Customer's GF,
9.2 Customer shall own and be fully responsible for the costs of designing, installing,
operating and maintaining:
9.2.1 The GE in accordance with the requirements of all applicable construction
and safety codes, laws and governmental agencies having jurisdiction, and
in accordance with the requirements set forth in the ESRM, the APS
Interconnection Requirements, and the terms and conditions of this
Agreement.
9.2.2 Control and protective devices, in addition to the Minimum Protective
Devices, Relays and Interconnection Requirements, in order to protect the
APS System and to protect the GF from abnormal operating conditions
such as, but not limited to, electrical overloading, abnormal voltages, and
fault currents. Such protective devices shall promptly disconnect the GF
from the APS System in the event of a power outage on the APS System.
The GE shall be operated with all of the protective relaying, and any
Customer operating procedures and switching apparatus in service
whenever the GF is connected to, or is operated in parallel with, the APS
System.
9.2.3 An acceptable visibly "open" isolation point on the Customer's side of the
SES Bi-Directional Meter section, to electrically isolate the Customer-
9

owned facilities from all APS electric service equipment in order to
establish a safe work area for APS personnel.
The isolation point will comprise a load break Disconnect Device and shall
be capable of being locked in a visibly "open" position by a standard APS
padlock, and shall be installed in a Readily Accessible place so as to
provide easy and unrestricted accessibility to APS personnel on a 24-hour
basis. APS shall have the right to lock open theDisconnect Device without'
notice to Customer, or require Customer to lock open, the Disconnect
Device (i) when interconnected operation of the GF with the APS System
could adversely affect the APS System, or endanger life or property, or (ii)
upon termination of this Agreement.
Customer will be required to electrically isolate the GF from the APS
System at the time of install and in the event that APS needs to perform
subsequent maintenance on its equipment in the metering compartment, or
electric service equipment.
When an electrical clearance is required by APS and the APS electric
service to Customer is at a phase to phase voltage of greater than 500 V,
Customer shall provide personnel and equipment on site to open the
Disconnect Switch so as to provide a visible open, groundable (on the
utility side) and lockable isolation point acceptable to APS personnel,
9.2.4 Interconnection facilities on Customer's premises as may be required to
deliver power from Customer's GF to the APS System at the Point of
Interconnection, and all equipment downstream (Customer's side) of the
Customer's SES.
9.3 The electrical output of Customer's GF shall not contain harmonic content, which
may cause disturbances on or damage to the APS System or equipment, or other
third parties' systems, such as but not limited to computer, telephone,
communication and other sensitive electronic or control systems.
9.4 Customer. shall exercise reasonable care to assure. that the electrical
characteristics of its load and its GE, such as deviation from sine wave form or
unusual short interval fluctuations in power demand or production, shall not result
in impairment of service to other APS customers or interference with operation of
computer, telephone, television or other communication systems or facilities. The
current imbalance for a three phase system, as measured at the Customer's
service entrance section shall not be greater than ten percent (10%) at any time.
When the GF acts as a net load to the APS System, the power factor of the net
load, as measured at the Point of Interconnection, shall not be less that 90%
lagging, but shall not be leading, unless agreed to in writing in advance by an
authorized representative of APS.
9.5 Customer shall protect, operate and maintain the GF safely, and in accordance
with all applicable laws as well as current and prudent engineering and electric
utility operations prevailing in the general region where the GE is installed,
10

9.6 Prior to the installation of the GF, Customer shall submit to APS, for APS review
and written acceptance, written equipment specifications, and detailed plans of
the interconnections facilities, control and protective devices and settings, and
facilities as specified in the APS Interconnection Requirements, as may be
revised from time to time, for the design, installation and operations of its GF.
9.7 Following APS written acceptance of Customer's proposed GF and associated
facilities, neither Customer nor its successors or assigns shall remove, alter or
otherwise modify or change the equipment specifications, including, without
limitation, the plans, control and protective devices or settings, and in general the
GF's system specifications configuration or any facilities appurtenant thereto. If
Customer desires to make such changes or modifications, Customer shall
resubmit to APS plans describing said changes or modifications for acceptance
by APS. No such change or modification may be made without the prior written
acceptance of APS
9.8 If Customer utilizes the APS System to facilitate start-up of its GF, the voltage
flicker level shall not exceed APS standards in effect during the term of this
Agreement, as such standards may be modified from time to time.
9.9 Customer shall obtain and maintain all required permits and inspections indicating
that Customer's GE complies with all applicable construction and safety codes.
9.10 In the event that APS provides more than one point of electrical service delivery to
Customer's Property, then Customer shall (a) have controls and/or operating
procedures in place that are acceptable to APS to ensure that APS' points of
delivery are never connected together or electrically paralleled in anyway; and (b)
ensure that the GF is never connected to an electrical service other than the one
specified in this Agreement.
9.11 The Parties acknowledge that Customer may transact with one or more third
parties in connection with the interconnection, operation and/or ownership of the
GF (collectively, "Representatives"). Such Representatives may include but shall
not be limited to investors, owners, lessors, lessees, or operators of the GF,
. property .owner(s), or a. third party .APS retail electric customer of record, and any.
transferee thereof. Customer shall inform all such Representatives of the
requirements of this Agreement and shall ensure that such Representatives: (i)
comply with the terms of this Agreement, specifically including, but not limited to,
the obligations set forth in this Section 9; and (ii) do not take actions that interfere
with performance of the Agreement by APS or Customer. Customer shall remain
liable for any breach of this Agreement by its Representatives.
10. MUTUAL UNDERSTANDINGS
10.1 Customer hereby grants APS permission to install certain instrumentation
equipment, including AMI Devices, at a location on Customer -is premises that is
mutually agreed to by the Parties. Such equipment shall be owned, furnished,
installed and maintained by APS at its sole cost and shall not interfere with
Customer's use and operation of its premises; provided, however, Customer shall
1.1

afford APS continuing access to this equipment consistent with the requirements
of APS' tariffs.
10.2 APS makes no warranty or representation to Customer or any third party
regarding the safety, durability, reliability, performance or fitness of Customer's
OF or Service facilities, its control or protective devices or the design,
construction, installation or operation thereof.
10.3 Customer acknowledges that the third party contractors that Customer uses to
provide, install or maintain its GE ("Third Party Contractors") are not agents,
contractors, or employees of APS. Certain Third Party Contractors may use APS
trademarks or logos, such as but not limited to the logo "APS Qualified Solar
Installer,' to promote various APS incentive or referral programs, or to indicate
such Third Party Contractor is qualified to participate in such APS programs. Any
Third Party Contractor is retained by Customer as an independent contractor and
any Third Party Contractor is solely responsible for the goods, equipment,
materials and all services provided by the Third Party Contractor to Customer for
the OF. Customer hereby indemnifies, releases and holds APS, its officers,
directors, employees, agents, representatives, affiliates, successors and assigns
harmless from any liability, damage, cost, or expense, including reasonable
attorneys' fees and legal costs, that arise out of or result from the Third Party
Contractor's sale or use of goods, equipment, materials or its performance of
services;
10.4 APS (inCluding its employees, agents and representatives) shall have the right to
enter Customer's premises at all reasonable times to (a) inspect Customer's GF,
protective devices, and to read or test instrumentation equipment that APS may
Install, provided that reasonable notice is given to Customer prior to entering its
premises; (b) maintain or repair APS equipment; (c) immediately and without prior
notice disconnect or cause Customer to immediately disconnect, the GF or
otherwise render the GE disconnected from the APS system (including by
opening the Disconnect Switch) if, in APS' opinion, a hazardous condition exists
and such immediate action is necessary to protect persons, APS facilities, or
other customers' or third parties' property and facilities from damage or
interference, or if, in APS' opinion, any of the protective devices or switching
apparatus is not or does not appear to be operating properly; (d) verify the
Disconnect Switch is opened and properly grounded, if an operating clearance is
required :by APS personnel.
10.5 If, at any time, APS in its sole discretion believes that operation of any of the GF
protective and switching apparatus may impair the operation of the APS' System,
then Customer shall promptly demonstrate, to APS' reasonable satisfaction, the
correct calibration and operation of the equipment in question. If Customer is
unable to demonstrate the correct calibration and operation of the equipment to
APS's reasonable satisfaction, APS may immediately and without prior notice
disconnect or cause Customer to immediately disconnect the OF from the APS
system (including by opening the Disconnect Switch).
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10.6 APS will not install and maintain any lines or equipment on Customer's side of the
Point of interconnection except its metering and telecommunication equipment
and possibly some research equipment pursuant to section 10.1 of this
agreement. Only authorized APS employees or representatives are permitted to
make and energize the service connection between the APS System and the
Customer's SES conductors. Such employees carry credentials, which they will
show to Customer upon request.
10.7 Notwithstanding any other provisions of this Agreement, APS shall have the right
to unilaterally file with the Arizona Corporation Commission (the ACC), pursuant
to the ACC's rules and regulations, an application for a change in requirements,
charges,: classification, or service, any rule, regulation or agreement relating
hereto. ,
11. ADDITIONAL TERMS AND CONDITIONS
11.1 In addition to the interconnection facilities and equipment provided for in Section 9
of this Agreement and additional safety equipment, Customer shall install, or
cause to be installed, and will maintain the following Minimum Protective Devices
and Relays on the GF:
11.1.1 Static inverters shall be tested and certified to UL Standard for Inverters,
Converters and Controllers for use in Independent Power Systems, UL
1741, by a Nationally Recognized Testing Laboratory (NRTL) certified by
OSHA to perform the UL1741 test standard.
11.1.2 Such other equipment as specified in this Agreement, or as may mutually
be agreed upon by the Customer and APS from time to time during the
term of this Agreement and any extensions thereof.
11.2 In the event APS or its authorized agents lock open, or cause to be locked open,
the Disconnect Switch, Customer shall not remove or tamper with such lock.
11.3 Customer shall, at the time of the APS site inspection, perform a shutdown test of
the inverter(s) to ensure that they shut down upon simulated loss of the utility
source.
13

12. SUCCESSORS AND ASSIGNS
Except as provided in this agreement, Customer may not assign its rights nor delegate
its duties under this Agreement, or any part of such rights or duties, without the prior
written consent of APS. Any such assignment or delegation made without such written
consent shall be null and void. Consent for assignment shall not be unreasonably
withheld. This Agreement shall be binding on and inure to the benefit of the respective
successors and assigns of the Parties,
13. EFFECT OF SECTION HEADINGS
Section headings appearing in this Agreement are inserted for convenience only, and
shall not be construed as interpretations of text.
14. INDEMNITY :
To the extent permitted by applicable law, each Party hereby agrees to indemnify,
defend and hold harmless the other Party, its officers, agents, and employees for, from
and against any and all loss, claims, actions, damages, expenses and liability, of any
kind or nature, : arising from personal injury (including without limitation, death) of any
person other than an employee of the indemnified party, or property damage or loss of
any tangible third party property, to the extent caused by any willful, wanton or reckless
misconduct or any negligent or intentional act or omission, arising out of, resulting from,
or related to a . Party's performance or non-performance under this Agreement. This
indemnification 'shall survive the termination or expiration of this Agreement.
15. GOVERNING LAW
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Arizona applicable to contracts entered into and to be performed
solely within such state, without reference to its principles governing conflicts of laws,
16. UNCONTROLLABLE FORCES
No Party shall be considered to be in default in the performance of any of its obligations
under this Agreement (other than obligations of said Party to pay sums to be paid by it
hereunder, and: other costs and expenses) when a failure of performance shall be due to
an uncontrollable force. The term "uncontrollable force" shall be any cause beyond
which, by exercise of due diligence such Party could not reasonably have been expected
to avoid or control, and which by exercise of due diligence it shall be unable to overcome
or control, including, but not restricted to, substantial failure of or threat of substantial
failure of facilities, flood, earthquake, tornado, severe storm, fire, lightning, epidemic,
war, terrorism, riot, civil disturbance or disobedience, strikes, shortages in labor,
materials or supplies, sabotage, restraint by court order or public authority, and action or
non-action by or inability to obtain the necessary authorizations or approvals from any
governmental agency or authority. Nothing contained herein shall be construed so as to
require a Party:to settle any strike or labor dispute in which it may be involved. Either
Party rendered unable to fulfill any of its obligations under this Agreement by reason of
14

an uncontrollable force shall give prompt written notice of such fact to the other Party
and shall exercise due diligence to remove such inability with all reasonable dispatch.
17. EVENTS OF DEFAULT; REMEDIES
A party shall be in default under this Agreement or a Schedule entered into pursuant
thereto, in the event of a breach of any term or condition under the Agreement or the
applicable Schedule, which breach is not cured within five (5) business days after receipt
of written notice of such breach.
In the event a Party is in default hereunder, the non-defaulting party may, in addition to
pursuing any other rights or remedy available at law or in equity, upon two (2) business
days written notice to the defaulting party, terminate this Agreement; provided, however,
that neither Party shall have the right to terminate this Agreement if the nature of the
other Party's default is such that more than five (5) business days are reasonably
required for its cure and the defaulting party commences such cure within said five (5)
business day period and thereafter diligently prosecutes such cure to completion.
Notwithstanding any provision herein to the contrary, EACH PARTY'S LIABILITY WITH
RESPECT HERETO SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, AND
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT,
CONTRACT OR OTHERWISE. APS shall not be liable to Customer for any damages
occasioned by fluctuations, interruptions or curtailment of APS's System. This limitation
on damages survives the expiration or termination of this Agreement.
18. SEVERABILITY
Whenever posSible, each provision of this Agreement will be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein or therein.
19. WAIVER
The failure by either Party hereto to require strict performance by the other Party of any
of the provisions, terms and conditions contained in this Agreement shall not waive,
affect or diminish any right of such Party at any time or times hereafter to demand strict
performance thereof, and no waiver shall operate as a waiver of any other right or any
right with respect to the same condition on a future occasion.
20. DISPUTE RESOLUTION
20.1 If a dispute arises between the Parties regarding a matter provided for in this
Agreement, or a Party's performance of its obligations pursuant to this
Agreement, the Parties agree that such dispute will be resolved in the manner
prescribed in this Section 20.
15

20.2 Promptly upon the occurrence of the dispute, the aggrieved Party will notify the
other Party in writing (the "Claimant's Statement"), setting forth in sufficient detail
the basis for the dispute, the aggrieved Party's position and its proposal for
resolution of the dispute. Within seven (7) business days following receipt of the
Claimant's Statement, the other Party will respond in writing (the "Responsive
Statement") setting forth in sufficient detail the respondent's position and its
proposal;for resolution of the dispute.
20.3 Within five (5) business days after the aggrieved Party's receipt of the Responsive
Statement, the Parties will meet (either in person or telephonically) and attempt in
good faith and expeditiously to negotiate a resolution to the dispute. In
attendance for each Party at that session and throughout the dispute resolution
proceduee described in this Section 20 will be a representative or representatives
of each :Party who is authorized to act for the Party and resolve the dispute
without resort to higher authority.
20.4 In the event such negotiations do not result in a resolution of the dispute within
thirty (30) calendar days of the Claimant's Statement, either Party will be entitled
to seek appropriate relief in a court of competent jurisdiction.
21. ATTORNEY'S FEES
In the event either Party shall institute legal proceedings under or arising out of this
Agreement and, obtain a judgment or decree in its favor, including appeal to enforce any
of the terms of this Agreement, the prevailing Party shall be entitled to recover, in
addition to any other remedy, its reasonable actual attorney's fees, court costs, cost of
investigation and other related costs allowed by law.
22. INSURANCE
During the term of this Agreement and any extensions thereof, Customer at its option
may elect to maintain public liability and property damage insurance to cover Customer's
use, interconnection and operation of the GF as contemplated in this Agreement. Any
insurance coverage shall not constitute a limitation of Customer's indemnity under
Section 14, Indemnity hereof.
16

Maricopa County
Agreement # 18420
360 kW
23. SIGNATURE CLAUSE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date hereinabove set forth:
"APS":
Signature: ,464-6
Name: ) Am I
Title: Ei/ig<1 .2-:)21V 1/4/7 474A146:7L •
Date Signed:
"Customer":
Signature:
Name:
Title: CHNIIM6N BpApp OF tupEi3VISORS
Date Signed: NOV 03 2017