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Home My WebLink AboutLEASE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND INMAN SOLAR INCORPORATED FOR WATER TREATMENT PLANT SITE I I STATE OF GEORGIA ) I ) LEASE COUNTY AGREEMENT) THIS AGREEMENT is made and entered into this 17th, day of May 2016, (hereinafter called the "execution date") by and between, Augusta, Georgia, a political subdivision of the state of Georgia (hereinafter referred to as "Augusta", or "Lessor", and Inman Solar Incorporated. , (hereinafter referred to as "Lessee"); ARTICLE I- GRANT OF LEASE Lessor, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Lessee, does hereby lease to the Lessee and the Lessee does hereby lease and take from the Lessor the Premises (described in Attachment "A" attached hereto and by reference made a part hereof) (the "Leased Premises"), for the term, at the rental rate, and upon all of the terms, covenants and conditions set forth in the Agreement. Unless otherwise provided herein, any statement of square footage set forth in this Agreement, is an approximation which Lessor and Lessee agree is reasonable and the rental based thereon is not subject to revision whether or not the actual square footage is more or less. The Premises described in Attachment "A", is collectively referred to as the "Leased Premises", "Demised Property", or"Property". ARTICLE II - LEASE TERM This Lease Agreement shall commence on May 17th, 2016 (Execution Date). The term of this Agreement shall be through January 1, 2042. This Agreement shall (i) terminate absolutely and without further obligation on the part of Augusta each and every December 31st, as required by OCGA § 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Agreement; (ii) automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Agreement; and (iii) terminate absolutely, with no further renewals, on (January 1, 2042), unless extended by written amendment. The term of this Lease shall begin on the date that the Lease Agreement is executed by all the parties and shall end twenty-five (25) annual periods from the first day of the month following Page 1 i Lessee obtaining Commercial Operation Authorization from Georgia Power pursuant to the Georgia Power Distributed Generation Solar Power Purchase Agreement (PPA # GPC-23173), hereinafter referred to as the "PPA", attached hereto as Exhibit"A"and herein incorporated). ARTICLE III—EXTENSIONS This Agreement may be extended only by written renewal approved by the Lessor and Lessee in accordance with the terms of this Agreement. ARTICLE IV - RENT 1. The Lessee agrees to pay the Lessor and the Lessor agrees to accept, during the term hereof, at such place as the Lessor shall from time to time direct by notice to the Lessee, rent at the following rates and times: Payment of Yearly Rent. Lessee shall pay to Lessor during the term of this Lease a yearly rental payment in the amount of(Nineteen thousand, seven hundred fifty)$19,750, payable in advance of the first day of the Lease term that shall be pro-rated for the remainder of the calendar year of 2016. Thereafter, the yearly rental payment shall be due on January Pt during each year of the lease. However, during the last year, the rental payment shall be prorated for the months that the lease is in effect during the final calendar year of the lease. ARTICLE V—USE OF LEASED PREMISES 1. Use of Leased Premises: The Leased Premises shall be used by the Lessee only for the purpose of developing and maintaining the premises for appropriate use in the Georgia Power Solar Project Program as described in PPA# GPC-23173. The Premises shall not be used for any illegal purpose, in any manner that creates a nuisance or trespass, or in any manner so as to invalidate the insurance or increase the rate of insurance on the Premises. Page 2 I ARTICLE VI— SPECIAL CONDITIONS 1. Augusta shall assign PPA# GPC-23173 regarding the leased premises located at (1731 Tobacco Road, Augusta, GA 30906)to Lessee. 2. Lessee and Lessor shall prepare Appendix "D" of PPA # GPC-23173 and any other reasonably requested documents to effectuate the full assignment of PPA # GPC-23173 within fifty(50) days from the execution of the Lease Agreement. 3. In consideration for the assignment of PPA # GPC-23173, Lessee shall pay to Lessor a one-time cash allowance of one hundred ninety-five thousand dollars and zero cents ($195,000.00). The cash allowance shall be paid upon the execution of this Lease Agreement which shall be for initial application fees, third party expenses of Lessor to include bidding assistance, construction administration services, and other third party services. 4. Lessee shall abide by all terms and conditions contained within PPA# GPC-23173. 5. Lessee shall be fully responsible to Lessor for any non-compliance with the terms and conditions of PPA # GPC-23173. Lessee shall be expressly liable for any and all fines, fees or penalties assessed as a consequence for non-compliance with PPA# GPC-23173. 6. Lessee shall provide Lessor with copies of any documentation submitted to third parties regarding PPA # GPC-23173 during the term of this Lease. 7. Upon the conclusion or termination of this Lease, it shall be the responsibility of Lessee to remove any personal property, structures, or fixtures on the Premises, and return the Premises to a condition that is equal to or better than the condition of the Premises upon the beginning of the lease term, excluding ordinary wear and tear. 8. Any property, structures, or fixtures that remain on the Premises upon the conclusion of this Lease shall, at the sole discretion of Lessor, have title vested in the name of Lessor. 9. Lessor is not aware of any environmental condition on the Premises requiring remediation. To the extent that any environmental condition on the Premises is Page 3 I reasonably caused by Lessee, then Lessee shall be responsible for any environmental cleanup necessary to return the Premises to a condition substantially similar to its pre- 1 leased condition. { 10. Lessee shall perform, at Lessee's own expense, background and security checks for all staff working on the Premises and shall present the results of said background and { security checks to Lessor. Lessor reserves the right to require a change in Lessee's personnel if the assigned personnel is/are not, in the sole opinion of Lessor, meeting Lessor's expectations. 11. PPA cost of assignment, damages, and other associated costs of designing, permitting, building, and operating the facility shall be borne by the Lessee. 12. Lessee shall cooperate fully with Lessor's consultant with respect to construction, administrative services, and testing. Lessee's constructions schedule should include reasonable time for testing activity. ARTICLE VII - CONSTRUCTION AND COMPLETION 1. Lessor makes no covenant or warranty respecting the Property's condition or suitability for Lessee's authorized or proposed uses under this Agreement. Lessee represents that it has made an independent inspection of the Property and is not relying upon any representation or warranty whatsoever from Lessor as to suitability or fitness for Lessee's desired uses. Lessor does not warrant the security of Lessee's personal property or fixtures on the Property. Lessor is not aware of any conditions or restrictions that would render the Premises unfit for use as a Georgia Power Advanced Solar Initiative Distributed Generation site. 2. Lessee shall negotiate, let and supervise all contracts for the furnishing of services, labor, and materials for the construction of the improvements on the demised premises at its cost. All such contracts shall require the contracting party to guarantee performance and all workmanship and materials installed by it for a period of one year following the date of completion of construction. Lessee shall cause all contracts to be fully and completely performed in a good and workmanlike manner, all to the effect that the improvements Page 4 I shall be fully and completely constructed and installed in accordance with good engineering and construction practice. I 3. Upon completion of construction, lessee shall, at its cost, obtain all other permits or licenses necessary for the operation of the same as set out herein and shall keep the same in force. 4. Nothing herein shall alter the intent of the parties that Lessee shall be fully and completely responsible for all aspects pertaining to the construction of the improvements of the premises and for the payment of all costs associated therewith. Lessor shall be under no duty to investigate or verify Lessee's compliance with the provision herein. Moreover, neither Lessee nor any third party may construe the permission granted Lessee hereunder to create any responsibility on the part of the Lessor to pay for any improvements, alterations or repairs occasioned by the Lessee. The Lessee shall keep the property free and clear of all liens and, should the Lessee fail to do so, or to have any liens removed from the property within fifteen (15) days of notification to do so by the ILessor, in addition to all other remedies available to the Lessor, the Lessee shall indemnify and hold the Lessor harmless for all costs and expenses, including attorney's fees, occasioned by the Lessor in having said lien removed from the property; and, such costs and expenses shall be billed to the Lessee and shall be payable by the Lessee. 5. Lessee is required to obtain written approval from the Lessor before making any improvements to the property beyond those addressed in PPA # GPC-23173. Permission from Lessor shall not be unreasonably withheld. ARTICLE VIII - INDEMNITY BY TENANT 1. Indemnity and Public Liability: The Lessee shall save Lessor harmless and indemnify ILessor from all injury, loss, claims or damage to any person or property while on the Leased Premises, unless caused by the willful acts or omissions or gross negligence of Lessor, its employees, agents, or licensees. Lessee shall maintain, with respect to the I Leased Premises, public liability insurance as defined in Article X of this Agreement. A copy of the policy or a certificate of insurance shall be delivered to Lessor on or before I Page 5 I i Ithe commencement date and no such policy shall be cancellable without thirty (30) days prior written notice to Lessor. I 2. The Lessee shall be responsible, upon commencement of this Agreement, for all injury or Idamage of any kind resulting from its work under this Agreement, to persons or property, including employees and property of the Lessor. The Lessee shall exonerate, indemnify, and save harmless Lessor, its elected officials, officers, employees, agents and servants (hereinafter collectively referred to as "Augusta" or "Indemnity") from and against all Iclaims or actions based upon or arising out of any damage or injury (including without limitation any injury or death to persons and any damage to property) caused by or Isustained in connection with the performance of this Agreement or by conditions created thereby or arising out of or any way connected with the work performed under this IAgreement, as well as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore, Lessee shall assume and pay for, without cost to I Lessor, the defense of any and all claims, litigation, and actions suffered through any act or omission of the Agreement, or any Subcontractor, or anyone directly or indirectly employed by or under the supervision of any of them. Notwithstanding any language or provision in this Agreement, Lessee shall not be required to indemnify any Augusta Indemnitee against claims, actions, or expenses based upon or arising out of Augusta Indemnitee's sole negligence. 3. As between Augusta Indemnitees and the Lessee as the other party, the Lessee shall assume responsibility and liability for any damage, loss, or injury, including death, of any kind or nature whatever to person or property, resulting from any kind of claim made by Lessee's employees, agents, vendors, or suppliers caused by or resulting from the performance of the work under this Agreement, or caused by or resulting from any error, omission, or the negligent or intentional act of the Lessee, vendors, or suppliers, or any of their officers, agents, servants, or employees. The Lessee shall defend, indemnify, and hold harmless Augusta Indemnitees from and against any and all claims, loss, damage, charge, or expense to which they or any of them may be put or subjected by reason of any such damage, loss, or injury. Page 6 i I4. The Lessee expressly agrees to provide a full and complete defense against any claims ' brought or actions filed against Augusta Indemnitees, where such claim or action involves, in whole or in part, the subject of the indemnity contained in this Agreement, ' whether such claims or actions are rightfully or wrongfully brought or filed. Lessor has the sole discretion to choose the counsel who will provide the defense. 5. No provision of this Agreement and nothing herein shall be construed as creating any individual or personal liability on the part of any elected official, officer, employee, agent Ior servant of Augusta, nor shall the Agreement be construed as giving any rights or benefits hereunder to anyone other than the parties to this Agreement. 6. The parties agree that Lessee shall be liable for all fines or civil enalties which p may be imposed by any local, federal or state department or regulatory agency that are a result of Lessee's performance of the work under this Agreement. Lessee shall pay the costs of contesting any such fines. Lessee's obligations pursuant to this Article shall survive any acceptance of work, or termination or expiration of this Agreement. I7. Lessor shall give the Lessee timely notice of, and shall forward to Lessee every demand, notice, summons or other process received with respect to any claim or legal proceedings within the purview hereof, but the failure of Lessor provide such notice shall not affect such rights to indemnification. ARTICLE IX - SIGNAGE 1. Lessee shall place no sign or signs upon Premises except with the written consent of the Lessor. Any and all signs placed on the Premises by Lessee with the consent of the Lessor shall be maintained in compliance with rules and regulations governing such signs and the Lessee shall be responsible to Lessor for any damage caused by installation, use, or maintenance of said signs, and Lessee agrees upon removal of said signs to repair all damages incident to such removal. Page 7 ARTICLE X - INSURANCE 1. Worker's Compensation: The Contractor shall procure and shall maintain during the life of the Contract Agreement, Worker's Compensation Insurance for all of Contractor's employees to be engaged in work on the Project under this Contract, and in case any such Work is sublet, the Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees to be engaged in such Work unless such employees are covered by the protection afforded by the Contractor's Worker's Compensation Insurance. Worker's Compensation Insurance shall include Broad Form All States Endorsement and Voluntary Compensation. The amount of insurance shall not be less than the following: Each Accident $100,000.00 Disease Policy Limit $500,000.00 Disease Each Employee $100,000.00 2. Comprehensive General Liability: The Contractor shall procure and shall maintain during the life of the Contract Agreement, such Comprehensive General Liability and Broad Form Property Damage Insurance as shall protect Contractor and any subcontractor performing Work covered by this Contract from claims for damages for bodily injury, including accidental death, as well as from claims for property damages, which may arise from operations under the Contract Agreement, whether such operations are by the Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them. The amount of insurance shall not be less than the following: Page 8 IGeneral Aggregate $2,000,000.00 Products Comp/Ops Aggregate $2,000,000.00 Personal and Advertising Injury $1,000,000.00 Each Occurrence $1,000,000.00 Fire Damage (Any one fire) $50,000.00 Medical Expenses (Any one person) $5,000.00 3. Owner's and Contractor's Protective Liability: The Contractor shall procure and shall Imaintain during the life of the Contract Agreement, Owner's and Contractor's Protective Liability Insurance with the same limits as the Comprehensive General Liability. I4. Automobile Liability: The Contractor shall procure and shall maintain during the life of the Contract Agreement, Comprehensive Automobile Liability Insurance. The insurance ` shall include coverage for owned, non-owned and hired vehicles. Amounts shall not be less than the following: Comprehensive Single Limits (CSL) $1,000,000.00 5. Builder's Risk: The Contractor shall procure and shall maintain during the life of the Contract Agreement, Builder's Risk Insurance to protect the interests of the Owner, Contractor, and subcontractors against loss by fire, vandalism, malicious mischief, and all hazards included in a standard Extended Coverage Endorsement. The amount of the insurance shall at all times equal or exceed the full amount of the Contract. The policies shall be in the names of the Owner and the Contractor. Page 9 6. Certificates of Insurance: Certificates acceptable to the Owner shall be attached to the signed Contract Documents when they are transmitted to the Owner for execution. The Engineer and Owner shall be a named insured. ARTICLE XI - DAMAGE TO DEMISED PREMISES 1. Destruction of or Damage to Premises: This Lease shall only terminate due to destruction of damage to the premises if a Force Majeure event, as described in the Agreement PPA, occurs and Georgia Power terminates the Agreement PPA. If Georgia Power does not terminate the agreement PPA upon the occurrence of a Force Majeure event, this Lease shall remain in force. ARTICLE XII - DEFAULT 1. Lessee Default: If the Lessee defaults by failing to substantially perform, in accordance with the terms of this Agreement, Lessor in its sole discretion may, in the case of a termination for breach or default, allow Lessee an appropriately short period of time in which to cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted and other appropriate conditions. If Lessee fails to remedy to Lessor's satisfaction the breach or default or any of the terms, covenants, or conditions of this Agreement within sixty (60) days after receipt by Lessee of written notice from the recipient setting forth the nature of said breach or default, the recipient shall have the right to terminate the Agreement without any further obligation to Lessee. Any such termination for default shall not in any way operate to preclude the Lessor from also pursuing all available remedies against Lessee and its sureties for said breach or default. 2. If Lessee fails to perform the services within the time specified in this Agreement or any extension or if the Lessee fails to comply with any other provisions of this Agreement, Lessor may terminate this Agreement for default. Lessor shall terminate by delivering to Lessee a notice of termination specifying the nature of default. Page 10 3. Landlord, may, in its sole discretion, order Lessee to take any and all necessary or appropriate action to shut down its solar generating equipment or take any other action reasonably required to protect the public health, safety or welfare or to take any other such action to protect, in the reasonable opinion of Landlord, its financial condition or Landlord's ability to continue receiving appropriations. 4. Lessor also has the right to terminate this Lease if in any instance the Premises are no longer used by the Lessee for the purpose of designing, building, and operating a solar power facility pursuant to the PPA or any subsequent amendment, are used for an illegal purpose, are used to create a nuisance or trespass, or are used so as to invalidate the insurance or increase the rate of insurance on the Premises. Lessee may terminate this Lease by providing at lease ninety days (90) days prior written notice to Lessor; however, in doing so, Lessee shall relinquish all rights, claims or interest, present or future, in the premises. Upon Lessee's termination of this Lease, Lessor shall permit Lessee to remove all personal property, structures or fixtures from the Premises consistent with Article VI, Section 7, and thereafter take possession of the Premises and Lessor shall be free to do with said Premises as it sees fit. In the event of termination of this Lease, fixed improvements upon the premises shall become the property of Lessor provided, that Lessee's solar equipment and ancillary equipment shall not be considered "fixed improvements" for purposes of the Lease. If at any time Georgia Power terminates the PPA this Lease shall be immediately terminated. Lessee shall be expressly liable for any and all fines, fees or penalties assessed as a consequence for non-compliance with PPA# GPC-23173. 5. Except as otherwise provided in this agreement, neither party shall be entitled to recover, lost profits, special, consequential or punitive damages, attorney's fees or costs from the other party to this Agreement for any reason whatsoever. 6. In the event of early termination by either Lessor or Lessee, Lessee agrees to assign PPA # GPC-23173 back to Lessor within fifty (50) business days of the date of receipt of notice of termination. Lessee shall assign PPA # GPC-23173 in accordance with the relevant assignment terms provided in PPA# GPC-23173 Appendix "D". Page 11 ARTICLE XIII - EXTENSIONS/WAIVERS/NOTICE 1. Extension Period: Any extension hereof shall be subject to the provisions of Article III hereof. 2. Holding Over: In the event that Lessee or anyone claiming under Lessee shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Lessor and Lessee with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month-to- month, upon the covenants, provisions and conditions herein contained. The rental rate shall be the rental rate in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such occupancy. 3. Waivers: Failure of either party to complain of any act or omission on the part of the lother party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, Iexpress or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of Ithe same or any other provision. If any action by either party shall require the consent or approval of the other party, the other party's consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any Isubsequent occasion. Any and all rights and remedies which either party may have under this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time. 4. Any notice, demand, request, approval, consent, or other communication (hereinafter referred to as "notice"), which Lessor or Lessee may be required to permit to give to each other shall be in writing and shall be mailed in an official United States Post Office, IPage 12 I certified or registered mail, return receipt requested, with adequate postage prepaid, to the other party at the address as each party as designated in this Lease or shall have changed by proper notice in writing to the other. Such addresses are as follows: If to Lessor: Augusta, Georgia Office of the Mayor 535 Telfair Street, Suite 200 Augusta, GA 30901 With a copy to: General Counsel Augusta Law Department 535 Telfair Street, Building 3000 Augusta, GA 30901 If to Lessee: attn.: Mark Jones Inman Solar Incorporated 320 North Highland Avenue Atlanta, GA 30307 With a copy to: Kevin Armbruster Cushing, Morris, Armbruster& Montgomery, LLP Suite 4500 191 Peachtree St.,NE Atlanta, GA 30303 ARTICLE XIV - PROPERTY DAMAGE Notwithstanding any contrary provisions of this Lease Agreement, Lessor shall not be responsible for any loss of or damage to property of Lessee or of others located on the Leased Premises, except where caused by the willful act or omission or negligence of Lessor, or Lessor's agents, employees or contractors. ARTICLE XV - MISCELLANEOUS 1. Entire Agreement: This instrument (and associated documents contained in PPA#_GPC- 23173) contains the entire and only agreement between the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any Page 13 force and effect. This Lease shall not be modified in any way except by a writing executed by both parties. 2. Governing Law: All matters pertaining to this agreement (including its interpretation, application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with the laws of the State of Georgia. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Richmond County, State of Georgia. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree that each party shall pay their own attorney's fees, court costs and all other expenses, unless otherwise ordered by a court of law. 3. Exculpation and Indemnification: The Premises are being leased to Lessee "AS IS", and Lessee accepts said Premises in its present condition and acknowledges that is has inspected the same and found the Premises to be suitable for its intended use. If any repairs to the improvements located on the premises covered by this Lease are required during the term of this Lease, the cost of same shall be paid by Lessee. It is an express condition of this Lease Agreement that, except when caused solely by its intentional act or negligence, Lessor, its officers, agents, and employees, shall be free from any and all claims, debts, demands, liabilities, or causes of action of every kind or character, whether in law or in equity, by reason of any death, injury, or damage to any person or persons or damage or destruction of property or loss of use thereof, whether it be the person or property of Lessee, its invitees, licensees, agents, or employees, or any third persons, from any cause or causes whatsoever arising from any event or occurrence in or upon the Premises or any part thereof or otherwise arising from Lessee operations under and indemnify and save harmless the Lessor, its officers, agents, and employees, against and from any and all such claims, demands, debts, liabilities, and causes of action (other than those caused solely by Lessor's negligence) including reasonable attorney's fees and costs to be incurred by Lessor in defending same. Page 14 4. Registration of Corporation: Lessee certifies that it is in compliance with the State of Georgia statutory requirements governing registration of corporations and/or assumed business names. 5. Safety: Precautions shall be exercised at all times for the protection of persons and property. The Lessee shall conform to all Federal, state, and local regulations while performing under the terms and conditions of the Agreement. Any fines levied by the above-mentioned authorities because of inadequacies or incidents associated with these requirements shall be borne exclusively by the Lessee. 6. Venue: This Agreement shall be deemed to have been made and performed in Augusta, Georgia. For the purpose of venue, all suits or causes of action arising out of this Agreement shall be brought in the Superior Court of Richmond County, Georgia. Lessee, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 7. Cooperation with Lessor: Lessee shall maintain regular communications with Lessor and the administrative staff of Lessor and shall actively cooperate in all matters pertaining to this Agreement including, with limitation, assisting Lessor in investigating and responding to any and all complaints, inspections or investigations, arising in connection with the Lessee's provision of services under this Agreement. 8. Rights Cumulative: All rights, powers and privileges conferred hereunder upon Lessor shall be cumulative but not restrictive to those given by law. 9. Assignment and Subletting: Lessor has entered into this Agreement in part on the basis of personal reliance in the integrity and qualifications of the Lessee. The Lessee agrees it shall not delegate, assign, subcontract, transfer, pledge, convey, sell, or otherwise dispose of the whole or any part of this Agreement or its right, title, or interest therein to any person, firm, or corporation without the prior written consent of Lessor; provided, that such consent shall not be unreasonably withheld. Lessee shall pay all Georgia Power Page 15 fees associated with assignments. Any attempted assignment by Lessee without prior M express written approval of Lessor shall at Lessor's sole option terminate this Agreement. 1 10. Time of Essence: Time is of the essence of this Lease Agreement. 11. All Exhibits, Addenda, Responsive Proposals, Lease Agreement, Agreement Amendments, Attachments, Insurance Certificates, BID Performance and Payment Bond, Notice to Proceed, Fee Schedules, and RFP Item # 16-171 Lease Sites to Develop, Own & Operate Photovoltaic Solar Power System under the Georgia Power Advanced Solar Initiative (GPASI) Distributed Generation Program, PPA# GPC-23173 , Interconnection Agreement for Advanced Solar Initiative, IA # 361-2, and associated documents are hereby incorporated by reference and shall be deemed to be a part of this Lease Agreement for all purposes. Any inconsistency between the Lease Agreement and the PPA and/or IA shall be resolved in favor of the PPA and/or IA. Any inconsistency Ibetween the Exhibits, Addenda, Responsive Proposals,Attachments, and RFP Item # 16- 171 and the Lease Agreement, shall be resolved in favor of the Lease Agreement. 12. Licenses, Permits and Certifications: Prior to taking control of the Premises, Lessee shall provide Lessor with copies of all required licenses, certifications and permits for the Lessee and/or all of Lessee's employees, personnel, agents or Subcontractors performing services that require licensure by federal, State, or local authority. Lessee hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications, and permits required under federal, state and local laws necessary to perform the services required by this Agreement. Lessee is solely responsible for obtaining any license or other authorization required by law to perform the services required in this Agreement. I13. Severability: In the event any provision of this Agreement is held to be unenforceable for any reason, the remainder of the Agreement shall be in full force and effect and enforceable in accordance with its terms. 14. No Conflict: Lessee represents and warrants that it presently has no interest, direct or indirect, and covenants and agrees that it will not, during the term of this Agreement, IPage 16 Iacquire any interest, direct or indirect that would conflict in any manner or degree with the performance of its duties and obligations hereunder. Lessee further covenants and Iagrees for itself, its agents, employees, directors and officers to comply fully with the I provisions of the Official Code of Georgia (OCGA §§45-10-20 et. seq.) and the provisions of the AUGUSTA, GA CoDE of Ethics governing conflicts of interest of persons I doing business with Augusta, as such provisions now exist and may be amended hereafter. Lessee represents and warrants that such provisions are not and will not be violated by the Agreement or the Lessee's performance hereunder. 15. Prohibited Interests: No official of Augusta, Georgia who is authorized in such capacity Iand on behalf of Augusta, Georgia to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any contract, or any subcontract in Iconnection with the Agreement, shall become directly or indirectly interested personally in this Agreement or in any part hereof. No officer or employee of or for Lessor who is I authorized in such capacity and on behalf of Augusta,Georgia to exercise any legislative, executive, supervisory, or other similar functions in connection with this Agreement, Ishall become directly or indirectly interested personally in this Agreement or in any part thereof, any material supply contract, subcontract, insurance contract or any other Icontract pertaining to the Agreement. I16. Compliance with Applicable Laws: The Lessee's attention is directed to the fact that all applicable federal, state, and local laws, ordinances, and the rules and regulations of all Iauthorities having jurisdiction over the work shall apply to the Agreement throughout, and they all will be deemed to be included in the Agreement the same as though herein written out in full. The Lessee shall keep itself and its employees fully informed of all laws, ordinances, and regulations in any manner affecting those engaged or employed in the work or the materials used in the work or in any way affecting the conduct of the work and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over same. If Lessee discovers any discrepancy or inconsistency in this Agreement in relation to any such law, regulation, ordinance, order, or decree, Lessee shall promptly report the same, in writing, to Lessor. Lessee shall at all times observe and comply with all such laws, ordinances, and regulations, and shall protect and IPage 17 I indemnify Lessor and its agents against any all damages and claims arising out of any violation of such law, ordinance, regulation, order, or decree, whether by Lessee or its employees. 17. Georgia Open Records Act: Lessee shall comply with the Georgia Open Records Act, OCGA § 50-18-70 et seq. 18. Installation of Equipment: Lessee is prohibited from installing any equipment on Lessor's property without prior written approval. 19. Authority: If either party hereto is a corporation, trust, or general or limited partnership, each individual executing this Agreement on behalf of such entity represents and warrants that he, she, or it is duly authorized to execute and deliver this Agreement on its behalf. If it is a corporation, trust or partnership, Lessee shall, within thirty (30) days deliver to Lessor evidence satisfactory to Lessor of such authority. 20. Independent Contractor: Lessee shall perform this Agreement as an independent contractor and nothing herein contained shall be construed to be inconsistent with that relationship or status. Nothing in this Agreement shall in any way be construed to appoint or constitute Lessee as the agent, employee or representative of Lessor. The manner and method of completing the work undertaken by Lessee shall be determined in its sole discretion. 21. Lessee shall not use, store, keep, release, discharge, dispose of or spill any toxic or hazardous substances, wastes or materials on the Leased Property, nor use or store any such substance that will have any residual effect beyond the lease term. 22. Entry by Lessor: Lessee shall permit Lessor, and Lessor's agents and assigns, to enter the leased property, at any time, for the purposes of inspection for compliance with the terms of this Lease Agreement, exercise of all rights under this Lease Agreement, and all other lawful purposes. 23. Abandonment by Tenant: Should Lessee breach this Lease Agreement and abandon the property prior to the natural expiration of the lease term, Lessor may continue this Lease Page 18 ( in effect by not terminating Lessee's right to possession of the property, in which case Lessor shall be entitled to enforce all Lessor's rights and remedies under this Lease IAgreement including the right to recover rent as it becomes due. I [THIS SPACE INTENTIONALLY LEFT BLANK] [SIGNATURE LINES ON NEXT PAGE] I I I I I I I I I I I I I IPage 19 I I IIN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written or have caused this Lease to be executed by their respective officers thereunto duly Iauthorized. ISigned, sealed and delivered in the presence of: IINMAN SOLAR INCORPORATED AUGUSTA, GEORGIA IBy: A11i MA' ONES, SEA •• ' Y By: G ,� 410w IHARDIE DAVIS, JR., MAYOR Attest: °i c -0 ah Li Ce' 147e I ._,/,,,;., By: (7,-,,,,,,) �' �) Attest: I It i,CH MO,,O%thi I t I tt mss• f`. •- y._I LikiiiiCE.ORGiP'"da' 41kiivaosoot,' 'iI I I I I IPage 20 I ATTACHMENT "A" LEASED PREMISES Page 21 ru ,' a " C « . , -� rn . . o m v) co l7 4 CO p f0 L tt* '. r ��'� • i *39;4 ; 4 -,:---1:, .L0 . - - ,:ik i .,„;:i.,,,:i w .., ,.4.,,,,,,,:,r, '4 ''.4 4:41.,4 4 ',..4 4 ''''4,,'' V) .4ii,fl til4S41:441''':,*4:',4'1'-''''',4:.,P.z.'. - 0 -''' t'''' -s./ --- '1"----.. �.,i '"''~ — ,gyp O,y ; - '''' '' '-1 1 ••4 )4;4'1! 11.1.'/ '1' ' '.1'.,04.`•K‘• 1:4"..b.41'4.j'*- '' '..."' 1 ' 4 s .7- a ... Ktf by ` # ' if '', ` + �' -.i, 0000 3 I . w 44 '-/ -e• •*"'" ' ' •c•' le. • • ?, •-1, w s `, 41,....-- \ .,;,,,.., - f' co e.,- U d I I IEXHIBIT"A" PPA# GPC-23173 I I I I I I I 1 Group B GPC-23173 Final Georgia Power Company's Advanced Solar Initiative-Prime Distributed Generation Solar Agreement GPC-23173 This Distributed Generation Solar Agreement ("Agreement") (GPC-23173) is entered into as of the Execution Date by and between Georgia Power Company ("Georgia Power") and a solar generator Augusta, Georgia ("Seller"). Georgia Power and Seller may be hereinafter { referred to individually as a"Party" and collectively as the "Parties." WITNESSETH: WHEREAS, Seller desires to sell, and Georgia Power desires to purchase, all of Seller's energy, capacity, and electrical products delivered to the Point of Interconnection and Environmental Attributes ("Solar Output") generated by or associated with Seller's distributed generation solar facility ("Facility") and made available for sale to Georgia Power consistent with Georgia Power's Advanced Solar Initiative ("ASI") Distributed Generation ("DG") Program and the Georgia Public Service Commission (the "Commission") Orders in Docket Nos. 36325 and 36498;and, WHEREAS, the Parties desire to set forth the terms and conditions upon which the sale of Solar Output may be conducted between the Parties. NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein set forth, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Georgia Power and Seller, each intending to be legally bound, hereby agree as follows: Capitalized terms have the meanings assigned in Section 14 unless otherwise defined herein. 1. Description of Facility. a. The Facility is a Customer Sited (>100 kW - 1 MW) fixed-tilt system, limited in direct current ("DC") nameplate capacity as specified, and is located in Georgia Power's service territory or can otherwise be interconnected to a distribution circuit on the Georgia Power Distribution System. The DC nameplate capacity of the Facility is 1,000 kW. A description of the Facility is included in Appendix A. b. The Facility will be directly interconnected to a distribution circuit on the Georgia Power Distribution System. c. Seller and Georgia Power agree that 100% of the Solar Output generated by the Facility is for sale and will be purchased by Georgia Power at the Point of Interconnection pursuant to this Agreement. 2. Term and Termination. Page 1 of 18 Group B GPC-23173 Final I a. Term. This Agreement shall become effective on the Execution Date and shall remain in full force and effect for a term of twenty five (25) Annual Periods ("Term") from the first day of the month following Seller obtaining Commercial Operation Authorization, subject to the early termination provisions set forth herein. b. Early Termination. Seller may terminate this Agreement prior to obtaining Commercial Operation Authorization upon 30 Days written notice to Georgia Power. Upon the occurrence of and during the continuation of an Event of Default, Georgia Power shall have the right to terminate this Agreement pursuant to the provisions of Section 10. c. Survival of Rights. Upon termination or expiration of this Agreement, the Parties shall be relieved of their obligations under this Agreement except for the following obligations that shall survive termination or expiration: (i) the obligation of a Party to pay to the other Party all amounts that are accrued and unpaid to the other Party under this Agreement; and (ii) any other obligation that this Agreement specifically indicates shall survive termination or expiration. 3. Commercial Operation Authorization. a. Receipt of Commercial Operation Authorization. Seller shall obtain Commercial Operation Authorization by RCOD. After installation, initial synchronization and testing of the Facility has occurred in compliance with the Interconnection Agreement, and to the satisfaction of Georgia Power, Georgia Power shall provide Commercial Operation Authorization within five (5) Business Days thereafter, After Seller obtains Commercial Operation Authorization, Seller may not make any change to the Facility, including intertie protection settings, replacement of inverters, or changes to functional software or firmware of the inverter, without first obtaining the express written consent of Georgia Power. These changes may require additional witness testing of the Facility for which Seller may incur additional charges. b. Failure to Obtain Commercial Operation Authorization by RCOD. If Seller fails to obtain Commercial Operation Authorization by RCOD, this Agreement shall terminate pursuant to Sections 2(b) or I0(a)(i), as the case may be, and thereafter, subject to Section 2(c), neither Party shall have any further obligation to the other; provided, however, this Agreement shall not terminate if Seller provides Eligible Collateral to Georgia Power at least five (5) Business Days prior to RCOD in the amount of$70/kW. Thereafter, Seller shall owe to Georgia Power liquidated damages, prorated daily in an amount equal to $0.77/kW per Day for the Days of delay in obtaining Commercial Operation Authorization ("Delay Damages") for the period commencing with RCOD and continuing until the earlier of (i) Seller obtaining Commercial Operation Authorization within 90 Days after RCOD, (ii) Seller notifying Georgia Power that Commercial Operation Authorization will not be obtained, or(iii) 90 Days after RCOD. Seller shall owe Delay Damages for any Days of delay, and Georgia Power shall be entitled to subtract from the Eligible Collateral the Delay Damages equal to the number of Days of delay. Thereafter, Georgia Power shall return any unused Page 2 of 18 Group B GPC-23173 Final portion of the Eligible Collateral to Seller. In the case of(ii) or (iii) above, upon Georgia Power's draw of the Delay Damages from the Eligible Collateral, subject to Section 2(c), this Agreement shall terminate and neither Party shall have any further obligation to the other. 4. Payment and Billing. a. Price. During the Term, Georgia Power shall pay Seller, at Seller's election by the Execution Date, for the Facility's Solar Output at either the (i) Escalating Program Price Schedule shown in Appendix G, or (ii) levelized price for the Term pursuant to Section 4(h). b. Payment. Georgia Power agrees to pay Seller for the Solar Output beginning on the first Day of the month following Seller obtaining Commercial Operation Authorization from Georgia Power. Thereafter, Georgia Power will remit payment to the Seller on a monthly basis, or on no less than a quarterly basis, depending upon the amount of energy delivered to Georgia Power from the Facility to the Point of Interconnection, for the remainder of the Term. c. Environmental Attributes Included in Solar Output. Seller agrees that the sale of Solar Output includes all Environmental Attributes, however denominated, including all renewable energy credits (RECs), environmental benefits and entitlements, as further described in Appendix E. Seller shall not be entitled to separate or additional compensation for Environmental Attributes. The Parties agree that all Environmental Attributes associated with the Solar Output are the sole and exclusive property of Georgia Power, which Georgia Power may make use of for the benefit of its customers at Georgia Power's discretion. Georgia Power shall have exclusive rights to all Environmental Attributes associated with the Solar Output, which shall include, without limitation, the exclusive right to: (i) claim that energy from the Facility was generated from a renewable fuel source; (ii) report that it owns the Environmental Attributes to any governmental authority or other party for compliance with any applicable legal requirement or other purpose; or (iii) sell or otherwise transfer the Environmental Attributes to other entities; provided, however, Seller and its affiliates shall be entitled to issue marketing materials and other statements regarding their respective operations and business activities but only so long as the issuance of such materials and statements does not impact the economic value to Georgia Power of the Environmental Attributes to be transferred hereunder or otherwise reduce Georgia Power's claims to such Environmental Attributes or result in a claim of such Environmental Attributes. d. Payment for Solar Output Prior to Start of Term. Georgia Power agrees to pay Seller the program price for the Solar Output pursuant to Section 4(b) after Seller obtains Commercial Operation Authorization until the first Day of the Term. e. Georgia Power may offset and deduct any amounts Seller owes to Georgia Power against any amounts that Georgia Power owes to Seller. f. Billing Dispute. Seller will have 365 Days after receipt of payment or credit, whichever the case may be, to question or contest the correctness of any such Page 3 of 18 Group B GPC-23173 Final payment or credit. If no question or contest is raised in writing to Georgia Power during such time period, the correctness of all such charges and credits shall be conclusively presumed. g. Georgia Power Account. Unless Seller has an existing Georgia Power account for the Facility, it is the responsibility of Seller to establish a Georgia Power account for identification, billing and payment purposes within 30 days after the Execution Date. Pursuant to Georgia Power Rules and Regulations (as the same may be amended from time to time), a fee may be imposed in establishing a new customer account. h. Selected Pricing. Seller may make an initial election to receive levelized pricing; provided, however, that Seller shall first deliver to Georgia Power Front Load Performance Security in conformance with Section 4(i) below. Upon satisfying the requirements of Section 4(i) below, Seller may not change such election, and Georgia Power's payments for the Solar Output will be levelized for the remainder of the Term. If at any time during the Term, Seller fails to satisfy the requirements of Section 4(i) below, Georgia Power shall draw on the Front Load Performance Security in the amount shown for the appropriate Annual Adjustment Period in the Account Balance shown in Appendix F, and thereafter Georgia Power will pay Seller in accordance with Appendix G for the remainder of the Term. i. Performance Security for Levelized Payments. If Seller is not Creditworthy and has elected to receive levelized payments during the Term, which means such payments result in an "early payment" for a future benefit to Georgia Power's customers, Seller shall provide front load performance security to Georgia Power ("Front Load Performance Security") in accordance with the following provisions: i. Acceptable Forms and Review of Front Load Performance Security. Acceptable forms of Front Load Performance Security include cash, an irrevocable stand-by Letter of Credit, or a Seller Guaranty. Appendices B and C contain the pro forma forms of the Letter of Credit and the Seller Guaranty. The Front Load Performance Security shall be in the amount specified in Appendix F, and in the sole and absolute discretion of Georgia Power, it must be (i) issued by a Creditworthy and acceptable entity, and (ii) include terms and conditions reasonably acceptable to Georgia Power. If Seller elects to provide Front Load Performance Security in a form other than cash, Seller shallp rovide a draft form Letter of Credit or Seller Guaranty for review and approval by Georgia Power not less than three (3) weeks in advance of scheduled initial synchronization of the Facility. Seller agrees that Georgia Power will be entitled to reject any proposed form of Letter of Credit or Seller Guaranty that does not conform with the pro forma forms found in Appendices B and C, or is not issued by a Creditworthy entity. ii. Timing of Delivery of Front Load Performance Security. Seller shall deliver such Front Load Performance Security to Georgia Power at least Page 4 of 18 Group B GPC-23173 Final five (5) Business Days prior to the initial synchronization of the Facility in the amount shown in the Account Balance for the first year as set forth in Appendix F. The Front Load Performance Security shall be maintained throughout the Term in a form acceptable to Georgia Power in the amount set forth in Appendix F for the corresponding Annual Period and shall remain in full force and effect until all amounts owed to Georgia Power by Seller are paid in full. If Seller fails to provide Front Load Performance Security at least five (5) Days prior to the initial synchronization of the Facility or at any time during the Term Seller fails to maintain the Front Load Performance Security, in accordance with Section 4(i), Seller forfeits the right to levelized pricing, the balance of any Front Load Performance Security, and agrees to accept escalated pricing for the remainder of the Term. iii. Front Load Performance Security Adjustments. Not less than 60 Days prior to a change in the Front Load Performance Security amount shown in Appendix F, Seller agrees to provide adequate assurance to Georgia Power that the Front Load Performance Security meets the requirements of Section 4(i), and will be adjusted to reflect the new Front Load Performance Security amount. iv. Draw on Front Load Performance Security.Georgia Power shall be entitled to draw upon the Front Load Performance Security for amounts owed to Georgia Power pursuant to Section 4(i), but not paid in full to Georgia Power by Seller within five (5) Days of termination of this Agreement. This Section shall survive the termination of the Agreement, but in no event shall such survival extend beyond one (1) calendar year to the full extent necessary for its enforcement and the protection of Georgia Power. v. Default and Retention of Front Load Performance Security. Upon the occurrence of and during the continuation of an Event of Default, or early termination of this Agreement, Georgia Power shall (x) retain the cash, or (y) draw on the Letter of Credit and retain the proceeds, or (z) claim against the Guarantor pursuant to a Seller Guaranty and retain the proceeds collected, whichever the case may be. vi. Creditworthiness. If a Creditworthy Seller loses its Creditworthy status during the Term, Seller shall deliver to Georgia Power Front Load Performance Security in the amount specified in Appendix F and in a form allowed pursuant to Section 4(i) (Front Load Performance Security) above, within three (3) Business Days. If Georgia Power determines that Seller regained its Creditworthy status, Georgia Power will return the Front Load Performance Security within three (3) Business Days of such determination. 5. Metering. a. Installation and Purchase. Georgia Power shall install, at Seller's expense, appropriate metering equipment for purchase of the Solar Output, in accordance with the Interconnection Agreement. All energy produced will be measured Page 5 of 18 Group B GPC-23173 Final through this meter. b. Monthly Metering Service Charge. Seller shall pay a monthly metering service charge, as adjusted from time to time per Section 5(d) below. Charges shall be payable for the Term of this Agreement regardless of sales to Georgia Power by Seller. i. For single phase, single-directional metering, the service charge is $4.50 per month. ii. For standard three-phase, single-directional metering, the service charge is $11.20 per month. c. Incremental Metering Service Charge. Seller will pay all costs of incremental metering (e.g., three-phase meters, trans sockets, dual-gang sockets, instrument transformers, primary metering equipment, interval metering, etc.). d. Commission Approved Charges. The monthly and incremental metering service charges may be updated and adjusted from time to time by the Commission and will be the same as the monthly metering service charge provided for in the most current Electric Service Tariff for Solar Purchase ("SP Tariff'), or its successor, on file with the Commission. Any increase or decrease in the metering service charges in this Agreement will have the same effective date as any change in the SP Tariff, or its successor. e. Meter Adjustments. None of Seller, Seller's affiliates, or the employees, contractors, subcontractors, agents or representatives of any of them shall make adjustments to the meter without the written consent of Georgia Power. 6. Interconnection. a. Interconnection Agreement. Seller shall enter into an Interconnection Agreement with Georgia Power. In the event any provisions related to interconnection in this Agreement are inconsistent with the provisions of the Interconnection Agreement, the provisions of the Interconnection Agreement will control. Seller shall use diligent efforts to execute an Interconnection Agreement simultaneously with the execution of this Agreement, and in any event, shall enter into such Interconnection Agreement no later than within 15 Days following presentation by Georgia Power of an executable version of the Interconnection Agreement. Seller shall comply with the Interconnection Agreement and the Interconnection Agreement shall remain in full force and effect throughout the Term. b. Additional Agreement and Timely Response. Seller shall provide any additional information, and execute any additional agreement(s), as reasonably requested by Georgia Power, in a timely manner in order to complete any applicable interconnection study, to interconnect the Facility to the Georgia Power Distribution System, or as reasonably requested by Georgia Power during the Term. c. Georgia Power Interconnection Responsibility. Georgia Power shall not be Page 6 of 18 Group B GPC-23173 Final responsible under this Agreement for any costs or expenses (including overheads) incurred in connection with the design, construction, installation or maintenance of the interconnection facilities up to the Point of Interconnection with the Georgia Power Distribution System. d. Seller Interconnection Responsibility. i. Seller will be solely responsible for determining all interconnection-related rules, practices and policies with which it must comply. Seller acknowledges that it is Seller's responsibility to construct and maintain the Facility to meet safety, power quality, and interconnection requirements as specified in the Southern Company Distribution Interconnection Policy and in the Interconnection Agreement. Copies of the Southern Company Distribution Interconnection Policy documents, "Operation of Generators in Parallel with the Distribution System" and "Inverter Based Generators 25 kW and Smaller," are available on Georgia Power's website at www.georgiapower.com. ii. As further detailed in the Interconnection Agreement, Georgia Power will provide interconnection and metering capability at the Facility Site at Seller's expense. In addition to any initial interconnection and metering installation costs, Seller is also responsible for all on-goin-g operation and maintenance costs. e. Failure to Interconnect by December 31, 2016. i. If Georgia Power reasonably determines that the Facility will not be interconnected to the Georgia Power Distribution System by December 31, 2016, for reasons wholly and solely caused by the inability of Georgia Power to construct interconnection facilities, and not caused by a delay by Seller in failing to comply with the timeframes outlined in the Interconnection Agreement, or otherwise not caused by actions or inactions of Seller, in whole or in part, that contributed to or caused such delay in construction of the interconnection facilities, Seller shall be entitled to terminate this Agreement by giving written notice thereof to Georgia Power; provided, however, such notice shall be provided to Georgia Power not later than November 1, 2016. Thereafter, this Agreement shall terminate and neither Party shall have any further obligation to the other, except as otherwise provided in Section 2(c). In no instance shall Georgia Power be liable for any damages of any type as a result of the Facility not being interconnected to the Georgia Power Distribution System by December 31, 2016. ii. In the event (i) Seller is entitled to terminate this Agreement pursuant to the provisions of Section 6(e)(i), (2) Seller chooses not to terminate this Agreement, (iii) and the Facility is not interconnected to the Georgia Power Distribution System by December 31, 2016 solely because the expected duration of construction of the interconnection facilities extends beyond RCOD (as evidenced by the Interconnection Agreement), then the RCOD shall be extended on a day-for-day basis until the Facility obtains Page 7 of 18 Group B GPC-23173 Final I Commercial Operation Authorization; provided, however, if the distribution interconnection to the Facility is not in place by June 30, 2017, for reasons not caused by a delay by Seller in failing to comply with the timeframes outlined in the Interconnection Agreement, or otherwise not caused by actions or inactions of Seller, in whole or in part, that contributed to or caused such delay in construction of the interconnection facilities, then Seller may terminate this Agreement by giving written notice to Georgia Power on or before July 1, 2017. 7. Liability Waiver. Nothing in this Agreement shall be construed to create any duty, obligation or liability of Georgia Power to any Person or entity not a party to this Agreement. 8. Capacity Factor. a. Under Minimum Capacity Factor. If Seller's annual capacity factor falls below 10% for a fixed tilt system or 18% for a tracking system of the Facility's maximum production capability, Seller must make necessary adjustments or repairs to improve the annual capacity factor to greater than or equal to 10% or 18%, as the case may be. If the annual capacity factor for the next calendar year is less than 10%or 18%, as the case may be,_Georgia Power will have the right to terminate this Agreement pursuant to Section 10. b. Over Maximum Capacity Factor. If Seller's annual capacity factor is greater than 20% for a fixed tilt system or 28% for a tracking system of the Facility's maximum production capability, Georgia Power has the right to inspect the Facility. Due to the limitations of current solar photovoltaic technology, if the annual capacity factor remains greater than 20% or 28%, as the case may be, Georgia Power may require the Seller to explain the greater than 20% or 28% annual capacity factor. If the reason does not justify an annual capacity factor greater than 20%, in Georgia Power's reasonable discretion, Georgia Power has the right to terminate this Agreement, pursuant to Section 10. c. Calculation. The calculation of annual capacity factor is: %CF =annual kWh/(8760 * installed DC kW) 9. Sale of Facility/Agreement Assignment. a. Requirements to Assign Agreement. No assignment by Seller of this Agreement will be allowed prior to the Facility receiving Commercial Operation Authorization without Seller first obtaining Georgia Power's written consent. An assignment of this Agreement by Seller, either voluntarily or by operation of law, is subject to the conditions described in Section 9 and is otherwise not permitted. Except for a Financing Assignment pursuant to Section 9(d), prior to any assignment of this Agreement to a new entity, as a result of the sale of the Facility or otherwise, Seller must expressly agree to assign this Agreement to assignee by executing and submitting to Georgia Power the "Notice of Agreement Assignment- Part One" found in Appendix D ("Assignment Notice") no later than 30 Days prior to the expected closing of the sale/assignment date. Page 8 of 18 Group B GPC-23173 Final Within five (5) Days following the closing of the transaction and assignment, and as a further condition for any assignment being effective, the assignee must execute and submit the "Notice of Agreement Assignment - Part Two" ("New Seller Acknowledgment") of the Assignment Notice, expressly assuming Seller's obligations hereunder and acknowledging (i) adherence with Section ll (Representations/Covenants); (ii) an acceptance and assumption of such obligations by the new Seller; and (iii) a release and discharge by Georgia Power of the assignor with respect to the obligations under this Agreement that arise after the effective date of the assignment. b. New Georgia Power Account Required. In the event of a sale of the Facility or an assignment of the Agreement, the new Seller shall set up a new Georgia Power Account for the Facility following the sale or assignment transaction for purposes of billing and payment. c. Front Load Performance Security/Replacement Front Load Performance Security. It shall be a condition precedent of any sale/assignment with respect to this Agreement that all Front Load Performance Security required pursuant to Section 4(i) shall remain in place notwithstanding such disposition, or that Georgia Power shall receive prior to such disposition, any replacement Front Load Performance Security in the form, substance and amount in full compliance or otherwise reasonably acceptable to Georgia Power. d. Financing Assignment. Notwithstanding Section 9(a), this Agreement may be assigned by Seller without the consent of Georgia Power to a financing entity for collateral purposes in connection with any financing or refinancing of the Facility; provided, however, that such collateral assignment shall not place any limitation on Georgia Power's rights under this Agreement, or expand the liabilities, risks or obligations imposed on Georgia Power under this Agreement. e. Costs For Assignment. Seller may assign this Agreement, pursuant to the requirements of this Section 9; provided, however, in recognition of Georgia Power's administrative burden resulting from multiple assignments of an Agreement, Seller agrees that after Seller assigns this Agreement one time, for any assignment thereafter, Seller shall pay a fee of $5,000 per assignment ("Assignment Fee"). At the time of Seller's second request to assign this Agreement, and any Agreement assignment thereafter, Seller shall remit to Georgia Power the Assignment Fee as a condition of effectiveness of such Assignment Notice. 10. Default. a. Events of Default. Any one or more of the following events shall constitute an "Event of Default" by Seller, and unless excused in writing in Georgia Power's sole and absolute discretion, shall give Georgia Power the right to exercise the remedies specified in Section 10(b): i. Subject to the terms and conditions of Sections 2(b), 3(b), 6(e) and 12(a), Seller fails to obtain Commercial Operation Authorization by the RCOD. Page 9 of 18 Group B GPC-23173 Final ii. Seller fails to execute, maintain and comply with during the Term, the Interconnection Agreement or fails to pay any required payment owed under such Interconnection Agreement. iii. Seller makes any sale, transfer or disposition of any Solar Output from the Facility to a third party. iv. Seller or any of its affiliates, or any of their employees, contractors, subcontractors, agents or representatives willfully adjust or tamper with the meter without Georgia Power's prior written consent. v. Seller fails to comply with or cause compliance with the Seller Performance Security requirements of Section 4(i) unless cured by the end of the next Business Day following receipt of a written notice from Georgia Power of a failure under this Section 10(a)(v), provided, however, if Georgia Power draws on the Performance Security pursuant to Section 4(h), reverting payments to the Escalating Program Price Schedule shown in Appendix G shall be the sole and exclusive remedy. vi. Seller violates the requirements of Section 9 regarding the requirements for Agreement assignment. vii. Seller violates the requirements of Section 11(h) regarding Representations/Covenants, including Appendix E regarding Environmental Attributes. viii. If Seller otherwise fails to perform or comply with any other material term or condition of this Agreement, which failure continues for 30 Days after written notice from Georgia Power. b. Remedies for Default/Early Termination. In the event of early termination pursuant to Section 2(b) or an Event of Default by Seller pursuant to this Section 10, Georgia Power shall be entitled to (i) terminate this Agreement by giving written notice thereof to Seller, (ii) set a termination date, and (iii) recover Liquidated Damages from Seller as set forth in Table 10(b) below corresponding to the Annual Period when the early termination occurs. Table 10(b): Liquidated Damages Term 25 yr. $/kW RCOD through Year 5 $110 Years 6-10 $105 Years 11-15 ( $100 Years 16-20 $100 Years 21-25 $80 Page 10 of 18 Group B GPC-23173 Final c. Limitation of Remedies, Liability and Damages. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSE HEREOF FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGE IS PROVIDED, AND IN SUCH EVENT SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT APPLY IN THE CASE OF AMOUNTS OWED TO THIRD PARTIES FOR WHICH INDEMNIFICATION IS PROVIDED UNDER THIS AGREEMENT. TO THE EXTENT THE DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDA IED DAMAGES DO NOT CONSTITUTE A PENALTY AND ARE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. d. Disclaimer of Warranties. THERE ARE NO WARRANTIES UNDER THIS AGREEMENT EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THE TEXT HEREOF. THE PARTIES HEREBY SPECIFICALLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. e. Duty to Mitigate. Notwithstanding any other provision of this Agreement, each Party has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other Party's performance or non-performance. 11. Representations/Covenants. a. Seller is duly organized and validly existing under the laws of the state of Georgia, is the sole owner or lessee of the Facility and has the legal power and authority to own its own properties, to carry on its own business as now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. b. Seller is qualified to do business in, and is in good standing with the officials of Georgia and all other governmental or regulatory authorities with jurisdiction, and, if not a Georgia (domestic) entity, it is organized and in good standing under the laws of the jurisdiction of its organization. c. Seller understands its rights and obligations under this Agreement and this Page 11 of 18 GPC-23173Group FinaBl Agreement is signed by an authorized representative. d. Seller can legally enter into and perform its obligations under this Agreement, and no third party permit, consent, filing, or approval is required to make this Agreement valid. e. Seller represents that the execution and delivery of this Agreement does not and will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any other agreement or instrument to which Seller is a party. f. To the best of Seller's knowledge, no legal action is in progress, pending, or threatened that could, individually or in the aggregate, have a material adverse effect on its ability to perform its contractual obligations or on its business or financial condition. g. Environmental Attributes. i. To Seller's knowledge, no Person has made any claim or statement in any form that anyone other than Georgia Power or any Person to whom Georgia Power sells or transfers the same owns or possesses any right, title, or interest in or to any of the Environmental Attributes. ii. Seller shall maintain and provide to Georgia Power such information as may be necessary to substantiate, account for, and track the quantity of Environmental Attributes associated with the Facility, including all information necessary for Georgia Power to comply with any legal requirements or with any certifying or standard-setting body relating to the Environmental Attributes provided under this Agreement. Seller shall provide Georgia Power with attestations regarding the accuracy of such information as reasonably requested by Georgia Power. Georgia Power shall have the right to disclose such information publicly or to any third party, without the prior consent of Seller, as reasonably required in connection with the operation of Georgia Power's business, including disclosures: (i) to any entity or person that purchases the Environmental Attributes from Georgia Power; (ii) to any governmental authority; (iii) to any auditors or any Person that certifies or sets standards with respect to Environmental Attributes; and (iv) as necessary for Georgia Power to defend, verify or substantiate its ownership of the Environmental Attributes under this Agreement. iii. Seller agrees to transfer, deliver and provide to Georgia Power, good and marketable title to such Environmental Attributes, free and clear of any liens, taxes, claims, security interests and any other encumbrances. iv. Seller will remain in compliance with the provisions of Appendix E with respect to the Environmental Attributes. h. Seller represents that it is familiar with Georgia Power's ASI DG Program as approved by the Commission in Docket No. 36325 and the underlying orders Page 12 of 18 Group B GPC-23173 Final related thereto, and hereby affirms that it does and shall comply at all times with the terms and conditions of same and related Commission orders thereunder, specifically with regards to any applicable annual participation limit that limits Seller from contracting for more than 35%, in the aggregate, of the available annual capacity. 12. Force Majeure. a. Force Majeure Event. Seller shall be excused from performance of its obligations hereunder, other than payment obligations that accrued prior to the declaration of the Force Majeure Event, including monthly metering charges, and shall not be construed to be in default with respect of such obligation to the extent that, and for so long as, failure to perform such obligations is due to a Force Majeure Event. b. Mitigation for Force Majeure Event. Following the occurrence of a Force Majeure Event, Seller shall give Georgia Power written notice thereof as promptly as possible after Seller becomes aware of such Force Majeure Event, describing the particulars of the Force Majeure Event. Seller shall remedy its inability to perform as soon as reasonably practicable. When Seller is able to resume performance of its obligations under this Agreement, Seller shall provide Georgia Power with a written certification from an independent, registered engineer that the Force Majeure Event has been cured. c. Suspension of Performance. The suspension of performance due to a Force Majeure Event shall be of no greater scope and of no longer duration that is required by such Force Majeure Event, and in no event, longer than six (6) months. No Force Majeure Event shall extend this Agreement beyond the stated Term. d. Early Termination Resulting from a Force Majeure Event. If the Force Majeure Event extends beyond six (6) months, Georgia Power may terminate this Agreement effective upon 10 Days prior written notice to Seller. Upon termination of this Agreement, the Parties shall have no further liability or obligation to each other, subject to Section 2(c). 13. Miscellaneous. a. Commission Approval and Modification. Terms and conditions of Georgia Power's ASI DG Program (or its successor) as approved by the Commission are incorporated by reference in this Agreement. If the Commission modifies or eliminates the ASI DG Program (or its successor), the Parties agree to request that the Commission determine the contractual obligations of the Parties relative to this Agreement for the remainder of the Term. b. Public Statements/Press Releases. Neither Seller nor any of its affiliates may issue any public statement, press release, internet/website/social media posting, or other publication concerning (i) the Facility with respect to this Agreement, or (ii) Seller's relationship with Georgia Power, without such communication first being reviewed and agreed upon by the Parties before release to the public. Page 13 of 18 Group B GPC-23173 Final c. Photographs. Upon request, Seller shall provide Georgia Power with photographs of the Facility or Site for use by Georgia Power for informational purposes and for promoting awareness of the ASI DG Program. d. Interpretation. Whenever the term "including" or "e.g." is used herein, in connection with a listing of items included within or an example of the prior reference, such listing shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on or exclusive listing of the items included in the prior reference. Unless otherwise specified, a reference to a given agreement or instrument, and all the schedules, exhibits, appendices and attachments thereto, shall be a reference to that agreement or instrument as modified, amended, supplemented and restated, and in effect from time to time. e. No Waiver. Neither Georgia Power's nor Seller's failure to enforce any provision or provisions of this Agreement shall in any way be construed as a waiver of any such provision as to any future violation thereof, nor prevent such Party from enforcing each and every other provision of this Agreement at such time or at any time thereafter. f. Governing Law. The validity, interpretation and performance of this Agreement, and each of its provisions, will be governed by the laws of the state of Georgia. The Parties agree that the state and federal courts, as applicable, of the state of Georgia shall have exclusive jurisdiction for the resolution of disputes under this Agreement and the Parties consent to such jurisdiction. g. Compliance with Law. Seller agrees that from the Execution Date and throughout the Term, Seller shall comply with all applicable federal and state law, including without limitation O.C.G.A. §§ 46-3-1 et seq. h. PURPA. Seller agrees that the Facility is considered a Qualifying Facility within the meaning of Section 292.101(b)(1) of the regulations promulgated under the Public Utility Regulatory Policies Act ("PURPA"), 18 C.F.R. Subpart C, Section 292. Any sales by Seller to Georgia Power pursuant to this Agreement shall be deemed to be in accordance with the obligations of Georgia Power and the Commission pursuant to PURPA and the Commission's related orders. i. Entire Agreement. This Agreement (including the Appendices A through G, and Georgia Power Company's 2015/2016 ASI Distributed Generation Program Request for Proposals and Applications Program Guidelines approved by the Commission on July 16, 2015) constitutes the entire understanding between the Parties and supersedes any previous agreements between the Parties regarding the purchase and sale of Solar Output from the Facility. This is not an agreement for interconnection of the Facility and the Georgia Power Distribution System and is complementary to, should be interpreted in conjunction with, and does not supersede or modify the Interconnection Agreement. The Parties have entered into this Agreement in reliance upon the representations and mutual undertakings contained herein and not in reliance upon any oral or written representations or information provided by one Party to the other Party not contained or incorporated herein. This Agreement shall be construed as if drafted jointly by Page 14 of 18 Group B GPC-23173 Final I the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. j. Counterparts. This Agreement may be executed in two (2) counterparts and by electronic transmission of signatures in portable document format (PDF) or other electronic format, each of which will be deemed an original but all of which together will constitute one and the same instrument. k. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (i)when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or electronic transmission (including by e-mail) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (iv) on the third (3rd) Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communication shall be sent to the respective Parties at the following addresses: To Georgia Power: Georgia Power Company Renewable Development Manager p Projectg Bin 20023 241 Ralph McGill Blvd. Atlanta, Georgia 30308 Email: GPCRD(2 southernco.com (if providing notice by electronic mail include in subject line: "Notice for ASI DG Project GPC-23173") To Seller : Augusta, Georgia Attn: William Rhinehart 535 Telfair Street-Suite 900 Augusta, Georgia 30901 Email: WRhinehart@augustaga.gov unless Seller or Georgia Power shall have designated a different officer or address by electronic mail, posting or hand delivery to the address above, or otherwise provided a new Notice party pursuant to Appendix D. 14. Definitions. Definitions otherwise not defined herein, have the meaning as follows: a. "Annual Period" — means any one of a succession of consecutive 12 month periods, the first of which shall begin on the first Day of the month following Seller obtaining Commercial Operation Authorization. b. "Business Day"—means any Day excluding Saturday and Sunday and excluding any Day on which banking institutions in Atlanta, Georgia are closed because of Page 15 of 18 Group B GPC-23173 Final I a federal holiday. c. "Commercial Operation Authorization" — means Georgia Power's written notice to Seller pursuant to the provisions of Section 3(a) that the Facility has been witness tested and successfully interconnected. d. "Creditworthy" — means a Person has an investment grade rating such that its senior unsecured debt (or issuer rating if such Person has no senior unsecured debt rating) is rated at least (i) BBB- by Standard & Poor's Rating Group ("S&P"), if rated by S&P, (ii) Baa3 by Moody's Investors Service, Inc., ("Moody's"), if rated by Moody's; and (iii) BBB- by Fitch Ratings ("Fitch"), if rated by Fitch, or a comparable rating from any entity succeeding to the functions and business of any of such rating agencies, respectively. While a Person is not required to have a senior unsecured debt rating (or issuer rating if such Person has no senior unsecured debt rating) from each of S&P, Moody's and Fitch, a Person shall no longer be "Creditworthy" if such Person ceases to have a senior unsecured debt rating (or issuer rating if such Person has no senior unsecured debt rating) from at least one of S&P, Moody's and Fitch, or from any entity succeeding to the functions and business of any of such rating agencies, respectively. e. "Day(s)"-means a calendar day. f. "Eligible Collateral"—means cash, a Letter of Credit or a Seller Guaranty. g. "Environmental Attributes" — means any and all products or rights relating to greenhouse gases and all green certificates, green tags, carbon credits, certified emissions reductions, renewable certificates and renewable energy credits, benefits, emissions reductions, offsets, howsoever entitled, as delivered by Seller and pursuant to the requirements of Appendix E, directly attributable to the generation from the Facility. Environmental Attributes do not include production, energy or investment tax credits. h. "Execution Date" — means the date on which Georgia Power executes this Agreement. i. "Facility" — means Seller's distributed generation solar facility as described in Section 1(a) of this Agreement. j. "Force Majeure Event" — means any occurrence, non-occurrence or set of circumstances that is beyond the reasonable control of such Party and is not caused by such Party's negligence, inaction, lack of due diligence or failure to follow prudent industry practices. k. "Georgia Power Distribution System"—means collectively, the Georgia Power owned circuit operating at less than 40kW, existing and serving customers as of December 31, 2014, excluding facilities, equipment or other devices inside a substation. 1. "Interconnection Agreement" — means that certain Interconnection Agreement Page 16 of 18 Group B GPC-23173 Final by and between Seller and Georgia Power containing terms and conditions governing the interconnection and parallel operation of the Facility with the Georgia Power Distribution System. m. "Letter of Credit" — means an irrevocable standby letter of credit, in a form acceptable to Georgia Power, that is (i) issued by a U.S. commercial bank or a U.S. branch of a foreign bank having a general long-term senior unsecured debt rating of A minus (A-) or higher as rated by S&P, or A3 or higher as rated by Moody's or a comparable rating by an entity succeeding to the functions and business of such rating agencies; and (ii) permits presentation at a bank located in Georgia and electronic presentment, the acceptable form of which will be at Georgia Power's sole and absolute discretion. n. "Person" — means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or governmental authority. o. "Point of Interconnection" — means the physical point at which the Facility is interconnected to a distribution circuit of the Georgia Power Distribution System, in accordance with the Interconnection Agreement , where Seller delivers energy and Georgia Power buys energy generated from the Facility pursuant to this Agreement. p. "RCOD" or "Required Commercial Operation Date"— means December 5, 2016. q. "Seller" —means the counterparty to this Agreement and system owner, and includes any entity or person controlling, controlled by or under common ownership or control with Seller, including any subsidiary, related member in a limited liability company or other pass-through entity, or spouse or family member of Seller. r. "Seller Guaranty" — means a guaranty, in a form acceptable to Georgia Power, from a guarantor who is acceptable to Georgia Power and who is Creditworthy and with sufficient net worth, in Georgia Power's sole and absolute discretion, to secure Seller's obligations under the guaranty, which provides for payment to Georgia Power upon demand. s. "Site"—means the Facility description and site shown in Appendix A. Page 17 of 18 GPC-231G73roFuipnaBl \,,VITNESS WHEREOF, Seller and Georgia Power have caused this Aut.:mew to be executed by theirduly authorized representatives as of the Execution Date. SELLER Company Name : (ifapplicable) A ugusia,Georgia Name: Hardie Davis, jr. Title:(if applicable) Mayor Signature: Date: GEORGIA POWER COMPANY 1 Title: Vicc President Renewable Development Execution Date: July 2010 !8 of 18 Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) between Georgia Power Company and City of Augusta Georgia Power Company, a Georgia corporation ("GPC"), and City of Augusta, a political subdivision of the state of Georgia ("Generator"), enter into this Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) ("Agreement") as of the Effective Date shown on the signature page. GPC and Generator(the"Parties")acknowledge: • GPC, an electric service provider, owns facilities for distribution of electric power that are part of the "Electric System"(described in Definitions(Section 5.3)); • GPC issued its 2015/2016 Advanced Solar Initiative Prime ("ASI-Prime") Distributed Generation Program Request for Proposals and Applications("Solicitation"); • Generator owns, or will own, solar electric energy generating equipment of 999.750 kilowatts (KW) DC (the "Facility") installed, or to be installed, at 1731 Tobacco Road, Augusta, Richmond, Georgia (the "Site")and known as Max Hicks Water Treatment; • Generator submitted to GPC its"Application,"seeking to interconnect its Facility to GPC and to conduct parallel operation of its Facility with the Electric System; • GPC conducted an interconnection study regarding the Facility and issued an interconnection study report ("Study Report"); • Generator's Facility is a "Qualifying Facility" under the Public Utility Regulatory Policies Act of 1978 ("PURPA")and Generator desires to establish this interconnection predicated upon the sale of 100%of its output available for sale for resale to GPC under the Georgia Power Company's Advanced Solar Initiative Distributed Generation Solar Agreement between GPC and Generator("PPA");and • The Parties wish to establish a mutual understanding concerning safe and effective interconnected operations of the Electric System and the Facility. In consideration of the mutual promises described here, the adequacy and sufficiency of which each Party acknowledges, the Parties agree: PART 1 INTERCONNECTION SERVICE AND EQUIPMENT 1.1 Term.Subject to applicable law and any earlier termination per Part 4(Termination and Disconnection),the term of this Agreement begins on the Effective Date and continues for the term stated in Exhibit A(the"Term"). 1.2 Interconnection Service. During the Term, GPC will provide service to Generator for interconnection of the Facility with the Electric System, and for GPC's receipt of electric energy from the Facility, according to this Agreement ("Interconnection Service"). Exhibit A describes the point of interconnection between the Facility and the Electric System (the"Point of Interconnection"or"P01"). A. Facility.Generator's Facility includes all equipment installed,operated,or maintained by or for Generator at the Site for generating electric energy or for delivering electric energy to the Electric System, up to the "Change of Ownership" location as designated in Attachment 1 to Exhibit A. The Factual Basis portion of Exhibit A references detailed information about the Facility. B. Interconnection Facilities. "Interconnection Facilities" include all GPC facilities and equipment installed or modified by or for GPC that, in GPC's reasonable judgment, are required for Interconnection Service and for the Facility's receipt of electric service.The Factual Basis portion of Exhibit A references detailed information about the Interconnection Facilities and the Interconnection Facilities site (the real property where Interconnection Facilities are or will be located, as described in Exhibit A) ("ICF Site"). C. Other Utilities. If modification of another utility's facility is necessary for Interconnection Service, GPC cannot provide Interconnection Service unless and until the other utility modifies its facility. Generator must coordinate with ASI-Prime DGIA Group B 2016-03-15 Page 1 of 20 GPC-23173-Max Hicks Water Treatment the other utility to accomplish the necessary modification, at Generator's expense. GPC is not responsible for any delay caused by or attributable to, or any action or inaction of, another utility. D. Technical Requirements. Generator acknowledges that safe interconnected operations of the Facility and the Electric System depend on a number of technical and operating requirements.These"Technical Requirements" include: (i) GPC Standard Distribution Interconnection Requirements (Exhibit B) (the "Interconnection Requirements"); (ii)Southern Company Distribution Interconnection Policy("Southern Company Policy") (incorporated by this reference; Generator has a copy of the current Southern Company Policy); and (iii)the operating procedures for the Facility that are necessary for safe and reliable parallel operation of the Facility and that will be established by the Parties in connection with Initial Synchronization (defined in Clause 1.5.F) (the "Interconnection Operating Procedures") (incorporated by this reference). The Parties will amend this Agreement to make the Interconnection Operating Procedures an exhibit at approximately the time of Commercial Operation.The Technical Requirements are complementary, but if there is a discrepancy between them,the order of precedence is: (a) Interconnection Operating Procedures; (b) Interconnection Requirements; and (c)Southern Company Policy.GPC may change any of the Technical Requirements at any time during the Term,with the revised requirement becoming effective upon written notice to Generator. E. Generator Representations. In addition to the representations made in Section 5.8 (Representations and Warranties), Generator represents, warrants, or covenants to GPC, as of the Effective Date and throughout the Term,that: (i)any energy sale facilitated by this Agreement is subject to the rights and obligations of GPC and the Georgia Public Service Commission("GPSC")under PURPA, 16 U.S.C.§824a-3,and the GPSC's related orders; (ii)Generator will not engage in sales for resale through the Interconnection Facilities from the Facility to any party other than GPC during the Term;(iii) if Generator takes advantage of the IRS Safe Harbor referenced in Clause 2.4.A (Safe Harbor), it will depreciate its investment in the Installation Cost(defined in Section 2.2) using 20-year straight line depreciation, as required by the Safe Harbor and, to the extent practicable, it will operate the Facility in compliance with the Safe Harbor; (iv)Generator has provided to GPC,and will provide throughout the Term,copies of all reports or other documents reflecting information about Facility-design,operation,maintenance,or conditions, or about conditions at the Site or the ICF Site, that could reasonably affect Interconnection Facilities or the Electric System; and (v)the Facility will comply with, and Generator will operate the Facility in full compliance with, all Technical Requirements and this Agreement. F. Station Service. Generator must arrange retail electric service for the Facility in accordance with the Georgia Territorial Electric Service Act (O.C.G.A.§§46-3-1 — 46-3-15) for "Station Service" (energy used to serve the electrical requirements of the Facility, including step-up transformer losses and line losses between the Facility and the "Point of Delivery" (as defined in the PPA)). If Generator supplies its starting and running station service on Generator's side of the Point of Delivery,the Facility's output is net of energy consumed and demand requirements. 1.3 Permits. Generator must obtain and maintain, at its sole expense, any governmental or regulatory permit, license, certificate, inspection, or authorization, and any commercial or third party proprietary license, authorization, or property right, required for operation of the Facility or for performance of Generator's Agreement obligations. GPC will obtain and maintain, at Generator's expense per Financial Terms (Part 2), any permit, license, certificate, or authorization required for construction,testing, operation, or maintenance of the Interconnection Facilities. 1.4 Authority; Access and Property Rights. Generator represents to GPC that Generator has express authority from all fee owners of the Site and the ICF Site, as well as any other person or entity with rights to the Site or ICF Site whose consent is necessary, to enter into this Agreement, to perform Generator's Agreement obligations, and to authorize GPC to perform its obligations under this Agreement. Generator, on its own behalf, and on behalf of all fee owners of the Site or the ICF Site and all other persons or entities with rights in the Site or the ICF Site,grants to GPC and to GPC's representatives and contractors,throughout the Term, a non-exclusive right of access to the Site and to the Facility to conduct any activity relating to this Agreement or to providing electric service, including the right to: (i) install, operate, maintain, test, replace, or remove Interconnection Facilities; (ii) assess the Facility (before Initial Synchronization and throughout the Term); (iii)review Facility operational,testing, or maintenance records; or(iv)take any other action allowed by this Agreement,the PPA,or applicable law. Under normal conditions, GPC may access the Site and the Facility upon reasonable notice.In a critical or emergency situation, GPC may access immediately the Site and the Facility. All rights granted under this Authority; Access and Property Rights section survive Agreement termination or expiration,as necessary for continued use or removal of Interconnection Facilities or other GPC property at the ICF Site. A. GPC Activity. GPC will take reasonable steps to ensure that its ICF Site activity does not materially interfere with Facility operations, testing, or maintenance. GPC also will comply with Generator's reasonable policies and procedures for Site activity, including safety policies provided to GPC in writing and in advance of GPC activity. Generator will cooperate as reasonably required by GPC in connection with GPC activity at the ICF Site. ASI-Prime DGIA Group B 2016-03-15 Page 2 of 20 GPC-23173-Max Hicks Water Treatment B. Disclosure and Environmental Matters. Generator, at its sole expense, has performed, or will perform, any survey or study required for an environmental assessment for the Site and the ICF Site and, upon request, will submit survey and study results to GPC upon conclusion and prior to the ICF Site transfer per Clause 1.4.C. Generator represents,warrants,or covenants that it has disclosed to GPC all known, or will disclose promptly upon discovery during the Term all, environmental site assessments, geotechnical reports, or other material information that impact or could impact planning,construction, operation,or maintenance of the Interconnection Facilities or the Electric System.With respect to any impacted media identified by GPC during completion of the Installation Project (defined in Clause 1.5.B), including any impacted soil, groundwater, surface water, or solid waste ("Waste"), Generator agrees to be,and will be,the generator of the Waste,and Generator will be responsible and liable for the proper characterization, transport, disposal, and management of the Waste, at its sole expense. If the Waste is "hazardous waste"under applicable law or regulation, Generator will be responsible, at its sole expense,for proper identification, management, and disposal.Any cost incurred by GPC due to Generator's failure to comply with this Clause 1.4.B will be the responsibility of Generator. C. Property Rights. If Interconnection Service requires installation of lines, structures, or equipment on, under, or above property belonging to Generator or others,Generator must provide to GPC,in accordance with GPC's typical property acquisition process and at no cost to GPC (other than, if applicable, necessary consideration of no more than$10),the ICF Site property(fee simple or easement,as detailed in Exhibit A),which property must be cleared, prepared, and made available to GPC, along with reasonable access for electric utility vehicles and equipment. If applicable, any easement must be substantially in GPC's standard form (which will be provided to Generator and is incorporated by this reference)and requires approval by GPC's Legal Services department.The ICF Site property must be prepared and turned over to GPC, and all documentation completed, by no later than the deadline for ICF Site transfer indicated in Exhibit A("ICF Site Transfer Date"). GPC's obligations under this Agreement depend upon timely securing and retaining all necessary rights, easements, ownership, encroachments, permits, or equipment. D. Generator Access.Upon reasonable notice to GPC,and in the company of a GPC representative as required by GPC, Generator may access the ICF Site to the extent necessary to construct, operate, maintain, repair, test, inspect, replace, or remove portions of the Facility. 1.5 Equipment Design, Installation, and Operation. Each Party may perform its Agreement obligations through its (or its affiliate's) employees or through contractors. If using a contractor: (i)the contractor must comply with all applicable Agreement provisions; (ii)the contract will not alter either Party's rights or obligations under this Agreement; and (iii)the contracting Party is fully responsible to the other Party for acts and omissions of its contractors and suppliers. A. Facility Design and Installation. Generator is responsible for proper design and installation of the Facility, which design and installation must meet current standards of the Institute of Electrical and Electronics Engineers ("IEEE"), National Electrical Manufacturers Association ("NEMA"), American National Standards Institute ("ANSI"), Federal Communications Commission ("FCC"), National Fire Protection Association ("NFPA"), Underwriters Laboratories ("UL"), National Electrical Code ("NEC"), National Electrical Safety Code ("NESC"), other national codes, and any local code pertaining to electrical facility design, construction, or safety. B. GPC Design and Installation. Based on information provided in the Application, GPC determined the Interconnection Facilities needed for Generator's Interconnection Service as described in Exhibit A. Upon receipt of Notice to Proceed per Clause 1.5.D, and at Generator's expense, GPC will procure and will construct, install, and test the Interconnection Facilities (collectively,the"Installation Project"). The Installation Project also includes all appropriate project management, coordination, and administration. Except as expressly stated in Clause 4.5.A (Termination Before Commercial Operation), all Interconnection Facilities and associated land rights will remain GPC property. C. Facility Evaluation Modification.Subject to the requirements of the Solicitation, if Generator intends to install Facility equipment different or additional to that identified in the Application, the PPA, or Exhibit A, or if Generator proposes a different GPC In-Service Date (defined in Clause 1.5.E), Generator must notify GPC promptly and provide information about the change. GPC will compare to prior information to determine if the proposed change is material to the Installation Project. If material, the Parties will proceed under Change Event Resolution (Clause 2.5.C)and will amend Exhibit A as appropriate. D. Notice to Proceed.When Generator signs this Agreement and pays the Initial Interconnection Cost Payment in accordance with Interconnection Facilities Cost(Section 2.1), Generator is deemed to be providing its"Notice to Proceed"to direct GPC to commence the Installation Project. Per Section 2.2, GPC will not complete purchase or installation of Interconnection Facilities before receiving full payment as required by Exhibit A, Section 4 (Account Balance). ASI-Prime DGIA Group B 2016-03-15 Page 3 of 20 GPC-23173-Max Hicks Water Treatment E. Schedule. The Installation Project will depend on Generator's timely compliance with Disclosure and Environmental Matters (Clause 1.4.6) and Property Rights (Clause 1.4.C) and on various seasonal, technical, or public considerations, including line outage restrictions, equipment/material availability or delivery, labor availability, or emergencies.Any estimated project schedule is subject to the previous sentence. GPC, in its sole discretion,will determine the time and method of Installation Project work,as well as any safety, security,technical, or operational issue.The"GPC In-Service Date"occurs when GPC completes installation of the Interconnection Facilities; GPC does not guarantee any specific GPC In-Service Date. F. Facility Completion and Initial Synchronization. Following the GPC In-Service Date and completion of construction of Generator's Facility and, if applicable, after any other utility's necessary modifications are complete, Generator must arrange an electrical inspection of the Facility by the appropriate city or county inspection authority or,if none,a licensed electrician or registered professional engineer.Generator must obtain an inspection certificate and provide a copy to GPC.Generator also must establish or confirm a GPC account.After providing the inspection certificate and account set-up/confirmation, Generator must notify GPC, at least 10 business days in advance, of the requested date and time for GPC to energize the Interconnection Facilities to allow Facility "Initial Synchronization"(trial operation of the Facility, including export of test energy to the Electric System),which event GPC may attend. Generator must not initially export test electric energy onto the Electric System without advance coordination with GPC. During Initial Synchronization, GPC may temporarily disconnect the Facility. Within no more than 7 days after Initial Synchronization, GPC and Generator also will conduct, at a mutually- agreeable date and time, Facility"Witness Testing" (live testing of the Facility while operating in parallel with the Electric System in accordance with the then current GPC Distribution Test Policy(incorporated by this reference)to verify adherence of Facility installation to this Agreement and proper configuration of Facility interconnection protection and control devices and schemes). If applicable, Generator will resolve any identified issue. If Witness Testing cannot be completed within 7 days after Initial Synchronization, GPC may prevent parallel operation of the Facility until after successful Witness Testing on a mutually-agreed date. GPC solely will determine the means to prevent parallel operation. If applicable, the Parties also will finalize and coordinate implementation of the Interconnection Operating Procedures. G. Commercial Operation. Following Initial Synchronization, successful Witness Testing, grant of permission to operate in parallel with the Electric System,and initial export,and upon compliance with all terms and conditions of the PPA and this Agreement,the Facility may begin generating electricity("Commercial Operation").For purposes of this Agreement, the "Commercial Operation Date" or "COD" is the date upon which the Facility obtains Commercial Operation Authorization under the PPA. H. Periodic Facility Witness Testing. Throughout the Term, GPC reserves the right to periodically conduct Witness Testing of the Facility for compliance with this Agreement. Generator must cooperate with GPC in the scheduling and performance of any periodic or other Witness Testing. If there is any change in the Facility or if the Facility fails Witness Testing, Clause 1.6.A(Facility Change) will apply and Generator may be required to pay a testing fee. 1.6 Facility Operation and Maintenance.Generator is solely responsible for proper synchronization of the Facility with the Electric System, including successful Initial Synchronization per Clause 1.5.F.Additionally, Generator must supply, manage, control, operate, and maintain the Facility at its own expense, including maintenance of reasonable access for electric utility vehicles and equipment throughout the Term, so as to allow GPC to operate and maintain the Interconnection Facilities. Generator also must maintain operational,testing, and maintenance records as required to meet any applicable regulatory requirement,which records GPC may review upon reasonable request. A. Facility Change. Generator must not make any change to the Facility that might adversely affect Interconnection Facilities or the Electric System without GPC's prior written approval.Any proposed change to the Facility may constitute a Change Event per Clause 2.5.B. If a change(e.g., different generating equipment, grounding,step-up transformer, software, hardware,or firmware), is made to the Facility that GPC deems to have a material effect on Interconnection Facilities or the Electric System,GPC may temporarily disconnect the Facility(per Section 4.1 subpart(iii))until it can successfully perform new Witness Testing.GPC and Generator will jointly decide the date and time for this subsequent Witness Testing. GPC will not allow the Facility to reconnect to the Electric System until GPC determines that the Facility has passed all tests. Generator is responsible for reimbursing GPC's cost of subsequent Witness Testing due to a Facility change. B. Effect of GPC Action. No GPC: (i) action (e.g., technical review or evaluation, Witness Testing, Facility assessment,allowing operation, or review of records)or inaction(e.g.,failure to assess any portion of the Facility or to exercise its rights under Temporary Disconnection (Section 4.1)); or (ii) statement, representation, or failure to speak,express or implied,at any time during the Term:(a) is an endorsement of Facility design,fitness,construction, operation,or maintenance; (b) is a warranty of Facility safety, durability, or reliability; (c)makes GPC responsible for ASI-Prime DGIA Group B 2016-03-15 Page 4 of 20 GPC-23173-Max Hicks Water Treatment I the Facility; (d)relieves Generator of its exclusive responsibility for operation and maintenance of the Facility; or (e)relieves Generator of exclusive liability for injury, death, or damage arising from the Facility or Generator action or inaction. C. Operation and Care of Interconnection Facilities. GPC, at Generator's expense, will operate and maintain Interconnection Facilities in accordance with this Agreement and in a non-discriminatory manner. Generator must exercise care to protect Interconnection Facilities. If Generator damages Interconnection Facilities, Generator will reimburse GPC for the repair or replacement cost upon invoice. 1.7 Interconnection Operations. When operating its Facility in parallel with the Electric System, Generator must maintain all appropriate permits and licenses and must comply with all Technical Requirements. The Parties will reasonably cooperate in Agreement performance, including coordination in scheduling of periodic Witness Testing, outages, or maintenance for the Electric System,the Facility, or for any other equipment that might reasonably impact normal operation of the Facility or the Electric System. Generator must comply with all applicable law regarding: (i)ownership, operation, or maintenance of the Facility; (ii)the Site and ICF Site; and (iii) Generator's performance under this Agreement.Generator also must pay all taxes or fees involving the Site or ICF Site,the Facility,or Generator's operations under this Agreement. A. Safety. Each Party will comply with applicable provisions of the NFPA Code,the NEC,the NESC,the FCC, and other applicable codes. Each Party is solely responsible for,and will furnish and maintain(at its own expense)for its personnel: (i)a safe workplace, with adequate facilities, equipment, tools, and supplies; and (ii) appropriate safety equipment. Each Party will notify the other promptly if it becomes aware of an unsafe or hazardous condition or incident at the Site or the ICF Site that poses immediate: (a) danger to life or limb; (b) risk of material disruption to the Facility or the Electric System; or (c) risk of significant damage to public or private property, real or personal, including hazardous substance release, leak,or accident. PART 2 FINANCIAL TERMS 2.1 Interconnection Facilities Cost. Pursuant to the GPSC's Order in Docket No. 36325 dated March 25, 2015, Generator has paid a non-refundable$25 per kW"Initial Interconnection Cost Payment" and will pay GPC for all other expenses reasonably incurred by or on behalf of GPC in connection with the Interconnection Facilities,as detailed in Exhibit A. The total "Interconnection Facilities Cost" comprises three components (installation, ongoing operations/maintenance/administration, and tax impact), as described in Sections 2.2 through 2.4. All three components are subject to adjustment under Project Changes(Section 2.5) or at the time of early termination under Termination(Section 4.5).Generator acknowledges that the Interconnection Facilities Cost does not include any other utility facility costs that may be necessary as referenced in Other Utilities (Clause 1.2.C), for which Generator may be responsible. 2.2 Installation Cost. In addition to the Initial Interconnection Cost Payment, Generator is responsible for paying GPC any additional cost of procuring, constructing, installing, and testing Interconnection Facilities. Section 2 of Exhibit A states the installation portion of the Interconnection Facilities Cost ("Installation Cost"). GPC will not complete purchase or installation of Interconnection Facilities before receiving full payment per Exhibit A, Section 4 (Account Balance). For GPC accounting purposes, Generator provides its Form W-9 as Exhibit C. 2.3 O&M and Administrative Costs. A. Operations and Maintenance Cost. Generator is responsible for GPC's ongoing costs of owning, operating, maintaining, and replacing the Interconnection Facilities ("O&M Cost"), paid by a one-time, upfront payment. Exhibit A, Section 3 states the O&M Cost, calculated using the current Installation Cost. B. Administrative Fee. In accordance with the Solicitation, Generator is responsible for GPC's ongoing administrative costs ("Administrative Fee"). As indicated in Exhibit A, Section 5, Generator will pay the monthly Administrative Fee upon invoice, commencing upon COD and continuing throughout the Term. In the monthly invoice, GPC may offset and deduct any amounts Generator owes to GPC against any amounts that GPC owes to Generator. 2.4 Tax Impact.The Internal Revenue Service("IRS")will treat the Installation Cost paid by Generator as either a: (i)taxable contribution in aid of construction("CIAC")income, in which case GPC will have to pay tax on receipt of the Installation Cost and Generator will be responsible for reimbursing GPC for the "Tax Impact Amount"; or(ii)non- taxable, non-shareholder contribution to GPC's capital under special IRS"Safe Harbor"provisions addressed in Safe Harbor(Clause 2.4.A), in which case it may not be necessary for GPC to recognize immediately the Installation Cost as taxable CIAC income, but for which GPC may require security as described in Tax Impact Security(Clause 2.4.B). ASI-Prime DGIA Group B 2016-03-15 Page 5 of 20 GPC-23173-Max Hicks Water Treatment A. Safe Harbor. According to the IRS "Safe Harbor" (as updated by IRS Notice 2001-82), GPC will not immediately recognize taxable CIAC income when Generator pays the Installation Cost to GPC, if each of the following conditions is met: (i) The Installation Cost payment is made to facilitate Generator's sale of power to GPC for resale to retail consumers and ownership of the power passes to GPC before transmission;and (ii) The Installation Cost payment is made in connection with a long-term power purchase or interconnection agreement with a term of at least 10 years;and (iii) At the time the payment is made, it is reasonably projected that, during the first 10 GPC taxable years beginning in the year the Interconnection Facilities are placed into service,no more than 5%of the projected power flows over the Interconnection Facilities will flow to Generator's Site(the"De Minimis Expectation"); and (iv) The Installation Cost payment is not included in GPC's rate base;and (v) Generator capitalizes its investment in the Installation Cost as an intangible asset and uses 20-year straight line depreciation;and (vi) The Installation Cost payment otherwise is properly characterized as a non-shareholder capital contribution within the meaning of Section 118 (a)of the Internal Revenue Code. B. Tax Impact Security. If GPC reasonably determined that the payment will qualify for the Safe Harbor, there is no initial Tax Impact Amount charge to Generator, but, due to the potential tax charge to GPC, GPC, in its sole discretion, may require security from Generator. Exhibit A, Section 6 states the Tax Impact Amount. If required, the security would be necessary to make GPC whole if,during the first 10 GPC taxable years beginning in the year the Interconnection Facilities are placed into service(i.e., Commercial Operation) (the"First 10 Tax Years"): (a)GPC or the IRS determines that the Safe Harbor does not apply, or no longer applies, to this transaction; or(b)there is an early termination of this Agreement. If during the First 10 Tax Years, GPC reasonably determines that the Safe Harbor may not apply or that GPC does require security,GPC will provide written notice to Generator per Section 5.1 (Notices and Contacts)and will require Generator to provide security in-accordance with Tax Impact Security Options (Clause 2.4.B subpart(i)). (i) Tax Impact Security Options.At Generator's option, it may satisfy the security requirement by either: (a) Paying GPC the full Tax Impact Amount per Exhibit A,Section 6 within 20 calendar days after notice under Clause 2.4.B;or (b)Providing, by no later than 20 calendar days after notice under Clause 2.4.B, a letter of credit from a financial institution reasonably acceptable to GPC and with terms and conditions reasonably acceptable to GPC(as generally described in the then current Georgia Power Company Interconnection Letters of Credit Requirements (incorporated by this reference)) (an "LC"): (i)in the amount of the full Tax Impact Amount; and(ii)that remains in effect throughout the First 10 Tax Years. (ii) Payment of Tax Impact Security.If GPC requires security per Clause 2.4.6 and Generator elects option(b) under Clause 2.4.B subpart(i), GPC will draw on that security upon occurrence of any event described in either subpart (a) or (b) of Clause 2.4.8 and will pay the tax in accordance with Clause 2.4.D. If Generator's actual operations fully meet all requirements of the Safe Harbor throughout the First 10 Tax Years, Generator's security obligations will end, and no Tax Impact Amount will be due.Alternatively, if Generator pays the full Tax Impact Amount per option(a)of Clause 2.4.B subpart(i), and Generator's actual operations fully meet all requirements of the Safe Harbor throughout the First 10 Tax Years, GPC will refund the Tax Impact Amount paid at the conclusion of the First 10 Tax Years. C. Cooperation. Generator agrees to cooperate, and if applicable, request its Station Service provider to cooperate,with GPC as reasonably necessary in connection with GPC's review and analysis regarding applicability of the Safe Harbor. D. Payment of Tax Impact Amount. If, during the First 10 Tax Years, GPC determines that the Safe Harbor does not apply,or no longer applies,to this transaction and, instead,that the Installation Cost paid by Generator is taxable CIAC income to GPC, GPC will pay tax on the Installation Cost payment. Generator must reimburse GPC for the actual Tax Impact Amount, including any interest and penalties other than interest or penalties attributable to delay by GPC ("Total Tax Impact Amount"). If applicable, GPC will draw upon security provided by Generator for reimbursement, per Clause 2.4.8 subpart(ii). If GPC, in its sole discretion did not require security from Generator for the Tax Impact Amount, or if the security provided is insufficient to cover the Total Tax Impact Amount, Generator must reimburse the Total Tax Impact Amount, or balance of the Total Tax Impact Amount, within 20 calendar days after written notice from GPC. 2.5 Project Changes. The Interconnection Facilities Cost and schedule stated in Exhibit A are for the Installation Project scope as described in Exhibit A and include no allowance for a Change Event (defined in Change Events ASI-Prime DGIA Group B 2016-03-15 Page 6 of 20 GPC-23173-Max Hicks Water Treatment (Clause 2.5.6)).A change in scope,whether by addition, modification, or deletion, is not effective unless documented in advance in a written amendment signed by both Parties that details the change in scope and, if applicable, cost. A. Unforeseen Conditions.An "Unforeseen Condition" is: (i) a concealed or unknown condition at the Site or ICF Site that: (a) materially impacts the Installation Project or the Interconnection Facilities;(b)differs materially from conditions ordinarily found to exist(e.g.,subsurface rock,wetland, underground stream,buried waste,unsuitable or unstable soil, unmarked underground facility, underground obstruction, archeological artifact, burial ground, threatened or endangered species,hazardous substance,etc.);and(c) did not result from GPC's action or omission; (ii)failure to obtain a necessary permit, approval, or property right; (iii) inability to obtain necessary materials or equipment in a timely manner; (iv)an economic or market condition change materially affecting Installation Project cost; (v)a hazardous or unsafe condition at the Site or the ICF Site; (vi)a conflict with facilities of another utility; (vii)a material change in Installation Project schedule or duration(e.g.,acceleration,delay,change in working hours or season, or outage restrictions); or(viii)a Force Majeure Event(defined in Section 4.3). B. Change Events.A"Change Event"occurs if: (i)an Unforeseen Condition arises;(ii)Generator fails to transfer the ICF Site by the deadline stated in Exhibit A; (iii)there is a material change in the Facility as described in Facility Evaluation Modification (Clause 1.5.C) or Facility Change (Clause 1.6.A); (iv)GPC determines the necessity of property rights additional to those described in Exhibit A or the necessity of modification of another utility's facility not previously identified; (v)the Installation Project is suspended, delayed, or accelerated; (vi) Installation Cost or Installation Project schedule is materially affected due to any reason for which GPC is not responsible; (vii) Generator fails to timely pay any amount due per this Agreement or the Solicitation or fails to provide or maintain necessary security;(viii)Generator interferes with operation of the Electric System or with GPC's Installation Project activity; or(ix)Generator fails to comply with any other material Agreement requirement. C. Change Event Resolution.If a Change Event occurs,GPC,at its discretion,may stop work,pending resolution under this clause, or may continue performance, reserving all its rights under this Agreement, at law, or in equity. If the Change Event is one described in Facility Evaluation Modification (Clause 1.5.C) or Facility Change (Clause 1.6.A), Generator must request(and pay for)a new study and the Parties will amend Exhibit A upon study conclusion. If the Change Event is one that Generator can cure or resolve, Generator, at its option and expense, may address the Change Event to GPC's satisfaction and GPC will then resume work. Otherwise, if Generator wishes to proceed following the Change Event, and GPC agrees, the Parties will amend Exhibit A to reflect any change (in scope, Interconnection Facilities Cost, etc.) resulting from the Change Event. At GPC's option, this Agreement or the Installation Project will remain suspended until the Parties sign an appropriate amendment and Generator fulfills any amendment obligation, including payment or security, if applicable. If the Parties cannot address the Change Event to their mutual satisfaction, this Agreement will terminate and the Parties will proceed under Section 4.5 (Termination). Absent written agreement of GPC, any suspension of this Agreement cannot exceed 1 year; after a 1-year suspension,this Agreement must terminate in accordance with Section 4.5. 2.6 Generator Payments. Unless this Agreement expressly provides otherwise, payment of each GPC invoice is due within 20 calendar days after issuance. Generator will pay interest on an invoice amount not paid by the due date (running from due date to payment date, applied on a daily basis,and compounded quarterly)at the prime rate on the due date as published in The Wall Street Journal or comparable successor publication. If Generator, in good faith, disputes an invoice, Generator is not in Default (per Default(Section 4.4)) if Generator: (i) makes and continues to make all payments not in dispute; and (ii)if requested, pays the disputed portion into an independent escrow account. Unless Generator disputes the amount, if Generator fails to pay within the 20-day period, GPC, at its option, may proceed per Default. Generator acknowledges that any statement or reference in a GPC invoice to the effect that the invoice is a"final bill"is preprinted, boilerplate language and is not applicable. 2.7 Change of Law.If applicable law, including regulations imposing a tax,fee,or other charge,changes during the Term to cause GPC to incur additional cost in providing Interconnection Service, Generator must pay the reasonable incremental compliance cost incurred by GPC. Generator, at its option and expense, also may take reasonable action to mitigate, or to avoid imposition of, any additional cost. 2.8 Changes to Electric System. If there is an Electric System change during the Term, Generator may be responsible for making or paying for modifications necessary for connection of the Facility to the reconfigured Electric System. 2.9 Letter of Credit Renewal. To the extent that a replacement or renewal LC is required in order to maintain compliance with Clause 2.4.B subpart(i)(b)(Tax Impact Security Options), Generator must deliver the replacement or renewal LC to GPC no later than 30 days prior to the date that the then existing LC will expire, provided that the replacement or renewal LC may become effective on the date the existing LC expires. Generator's failure to timely provide a replacement or renewal LC in accordance with this Section 2.9 (Letter of Credit Renewal) will be an event that entitles GPC to draw on the then existing LC. If,in accordance with this Section 2.9,GPC draws on an LC provided ASI-Prime DGIA Group B 2016-03-15 Page 7 of 20 GPC-23173-Max Hicks Water Treatment i under Clause 2.4.B subpart(i) (b), GPC will treat the proceeds in accordance with Clause 2.4.B subpart(ii) and Clause 2.4.D. P PART 3 RISK AND CLAIMS 3.1 Insurance. Unless Generator is a governmental entity, Generator must maintain throughout the Term, at its expense, commercial general liability ("CGL") insurance on an occurrence (not claims made) basis, in the amount shown in Exhibit A. This coverage must include broad form contractual liability coverage, products/completed operations coverage for 2 years after COD, broad form bodily injury and property damage coverage, and severability of interest for each insured. Generator may comply with this requirement through a combination of CGL and excess/umbrella liability insurance that equals or exceeds the stated minimum. If required by applicable law, Generator also must maintain statutory workers' compensation insurance. If Generator is a governmental entity, it must require each of its contractors or subcontractors involved with the design,construction,operation or maintenance of the Facility ("Contractor")to maintain all insurance as required under this Section 3.1,substituting"Contractor"for each reference to"Generator"in this Section 3.1. A. Additional Insured; Waiver of Subrogation. To the extent allowed by applicable law: (i) Generator's CGL insurance, and if applicable, excess/umbrella liability insurance, must name as an additional insured: (a) GPC, Southern Company, and their affiliates, and the officers, directors, employees, representatives, and agents of each of them (each a"GPC-Related Party"); (b)the landowner(s)of the Site and of the ICF Site, if the landowner is any person or entity other than GPC or Generator;and(c)any other person or entity with an interest in the Site,the ICF Site, or this Agreement and identified in writing by GPC, for any Claim (defined in Clause 3.4.A) arising out of or caused by operation of the Facility, by any action or inaction of Generator, or by any activity at the Site,the ICF Site, or under this Agreement, but additional insured status will not extend to a Claim resulting from sole negligence of an additional insured; and (ii)Generator waives, and agrees to require its insurers to waive, any right of subrogation otherwise possessed against a GPC-Related Party under any insurance maintained by Generator(including CGL, excess/umbrella, and Facility property insurance) or-under state or federal workers'compensation or employer's liability law, except that the waiver will not extend to a Claim resulting from sole negligence of a GPC-Related Party unless allowed by applicable law. B. Additional Insurance Requirements.Generator's insurance is primary with respect to any activity arising out of this Agreement and any insurance maintained by a GPC-Related Party is excess of Generator's insurance and will not contribute with it.The existence, or amount, of insurance does not waive or limit Generator's liability under this Agreement. Upon execution of this Agreement, and annually throughout the Term, Generator must submit to GPC certificates or documentation referencing the GPC project identification number(referenced in this Agreement's title)or Facility name/address and showing required coverages,policy term,and inclusion of required endorsements (if applicable).Upon request, Generator must provide policy language or documentation to confirm coverage.GPC's receipt,review,or retention of these documents,or decision not to do so,neither waives a right regarding Generator's insurance, nor creates a duty to: (i)verify suitability or validity; (ii)notify Contractor of any matter regarding its insurance; or(iii)ensure satisfaction of Agreement insurance requirements. 3.2 Liability for Facility.Generator retains all liability and risk regarding the Facility and the Site. GPC: (i)assumes no duty regarding condition or operation of the Facility or the Site; (ii) is not liable for injury or damage associated with the Site or the Facility (including its operation, maintenance, repair, or replacement); and (iii) is not responsible for transmission, distribution, or control of electric energy within the Site or at the Facility. 3.3 No Liability. Neither Party is responsible for the other Party's equipment, including its condition or operation, except as expressly provided in this Agreement. Neither Party is responsible for the distribution or control of electrical energy on the other Party's side of the Point of Interconnection. GPC is not responsible for physical damage to, or destruction of, Generator's property, nor will Generator seek recovery from GPC for property damage, except in the case of sole negligence or intentional wrongdoing by GPC. Without limiting the generality of the previous sentence, neither Party is liable to the other for damage arising out of the simple failure (i.e., failure not caused by breach of contract, negligence, or intentional wrongful act)of a protective device or scheme. 3.4 Indemnity.To the fullest extent allowed by applicable law, Generator must indemnify, release, hold harmless, and, at GPO's request, defend GPC and any GPC-Related Party from or against a Claim caused by, arising out of, or related to an act or omission associated with the Facility or this Agreement by Generator or a Generator affiliate, contractor, supplier, contractual party, or customer, or an officer, director, employee, representative, or agent of one of them (each a "Generator Entity"). If the Claim arose out of the joint, concurrent, or contributory acts of both Parties, Generator's liability under this Indemnity section is proportional to the extent the Claim was attributable to a Generator Entity, unless the Claim is for personal or bodily injury(including death)to personnel of a Generator Entity or for damage to property of a Generator Entity, in which case Generator is fully responsible to GPC-Related Parties under this ASI-Prime DGIA Group B 2016-03-15 Page 8 of 20 GPC-23173-Max Hicks Water Treatment Indemnity section. If the Claim resulted from the sole negligence of a GPC-Related Party, Generator will not be liable under this Indemnity section. Generator's indemnity obligations are independent of its insurance obligations. The indemnity obligation also covers any cost or damage incurred by GPC as a result of Facility disconnection or reconnection caused by Generator's negligence or breach of this Agreement. A. Claim Definition.A"Claim"is any loss,damage, cost, expense, or liability for any damage or claim (including any demand, suit, settlement,judgment, penalty, fine, proceeding, or action of any kind) for: (i) personal or bodily injury(including death); (ii) property damage; (iii)infringement; (iv) monetary damage or expense; or(v)equitable relief, including all"Claim Expenses"(actual attorneys'fees reasonably incurred; investigation, defense, litigation, court, arbitration, or mediation costs; and expert,consultant, arbitrator,or mediator fees or expenses). B. Limitation of Liability. Despite any other Agreement provision or availability under applicable law, except as provided in the last sentence of this clause, neither Party,nor anyone claiming through either Party, is liable to the other Party for consequential, special, indirect, treble, exemplary, incidental, or punitive damages (including loss of use, profit, income, tax benefit, data, business opportunity, or anticipated savings; damage to business reputation; business interruption or idled equipment costs; or increased overhead, financing, or operating costs) arising out of this Agreement, any damage or delay in connection with this Agreement, or a Party's act or failure to act, or performance or non-performance, under this Agreement, whether or not reasonable,foreseeable, contemplated,or avoidable.This Limitation of Liability clause applies regardless of fault and will survive Agreement termination, cancellation, suspension, completion, or expiration.This Limitation of Liability clause will not apply in the case of amounts owed to a third party for which indemnification is provided under this Agreement. 3.5 Warranty Disclaimer.Except as explicitly stated in this Agreement,GPC makes no representation,covenant, or warranty of any kind (including warranty of merchantability, fitness for a particular purpose, or non- infringement)concerning the Electric System,Interconnection Facilities,electric service to the Site or Facility, or any materials,equipment,work,or services provided under this Agreement. PART 4 TERMINATION AND DISCONNECTION 4.1 Temporary Disconnection. GPC, on a non-discriminatory basis, may temporarily disconnect the Facility from the Electric System: (i) During Facility Initial Synchronization or after Initial Synchronization if Witness Testing is not successfully completed; or (ii) During an emergency(e.g., a situation imminently likely to endanger life or property); or (iii) On occurrence of one of the following, if the event or condition could reasonably be expected to materially adversely affect Interconnection Facilities, Electric System equipment, or safe and reliable Electric System operation: • Noncompliant Facility operation or output,including measured Facility output greater than the output stated in this Agreement,whether or not cure is in progress; or • Hazardous condition,lack of scheduled maintenance or testing,or an operating characteristic revealed by Facility assessment; or • Modification of Facility equipment or an interconnection protection and control device or scheme without GPC approval, in violation of Clause 1.6.A(Facility Change); or • Tampering with, or unauthorized use of, Interconnection Facilities or other Electric System equipment; or (iv) For routine or emergency maintenance, repair, testing, modification, or replacement of Interconnection Facilities or the Electric System, including manual or automatic re-configuration of the Electric System that could result in the Facility's being interconnected with parts of the Electric System that were not studied for parallel operation with the Facility; or (v) For Generator's failure to fulfill its payment obligations or for any other Default, whether or not cure is in progress; or (vi) Under normal operation of the protection and control devices or schemes associated with the Interconnection Facilities. A. Disconnection Notice. If a condition described in subparts (i) through (v) above occurs, and to the extent reasonably practicable under the circumstances, GPC will notify Generator's designated representative regarding the need to disconnect. Generator will disconnect immediately upon receipt of the notice. If circumstances do not permit advance notice, GPC may disconnect the Facility without notice. GPC will reconnect as soon as reasonably practicable after cure or termination of the event or condition. If applicable,the Parties will cooperate and coordinate ASI-Prime DGIA Group B 2016-03-15 Page 9 of 20 GPC-23173-Max Hicks Water Treatment i to the extent necessary to restore the Facility, Interconnection Facilities, and the Electric System operating state. to the normal B. Disconnection Expense. Generator will reimburse any direct cost incurred by GPC as a result of any disconnection or reconnection caused by Generator's negligence, intentional wrongdoing, or Default, whether by Generator's affirmative act or by omission. C. Disconnection by Generator. Subject to all terms and conditions of the PPA, Generator has the right under this Agreement, in its sole discretion,to isolate or disconnect its Facility from the Electric System. 4.2 Permanent Disconnection. Upon termination of this Agreement or change in Facility ownership without GPC's prior written consent, GPC may permanently disconnect the Facility from the Electric System. 4.3 Force Majeure.A"Force Majeure Event" is any occurrence, non-occurrence, or set of circumstances that is beyond the reasonable control of a Party and is not caused by the Party's negligence, inaction, lack of due diligence, or failure to follow prudent practices. Except for an obligation to make payments due, neither Party is in Default under this Agreement, or liable for a failure to perform, that results from a Force Majeure Event, if the affected Party (who bears the burden of proof): (i)promptly provided written notice of the event and probable consequences; (ii)exercised reasonable effort to minimize disruption; and (iii)timely resumed performance. Neither Party is liable tote other for loss, damage,or delay resulting from a Force Majeure Event. 4.4 Default. Either Party may terminate this Agreement if the other Party is in "Default" (breach of an Agreement warranty or representation or failure to perform a material Agreement obligation) and the Party does not remedy the Default within 5 days (for monetary Default) or 30 days (for non-monetary Default) after receipt of written notice of Default per Section 5.1 (Notices and Contacts). Absent remedy of the Default, if the non-Defaulting Party elects to terminate this Agreement, termination is effective at close of the specified cure date.A non-defaulting Party also may pursue any available contractual,judicial, or administrative remedy. 4.5 Termination.The Parties will cooperate to terminate this Agreement if:(i)there is a Change Event for which the Parties cannot reach a mutually satisfactory resolution; (ii) Generator does not enter into an ASI-Prime PPA with GPC, Generator is not engaged in reasonable efforts to negotiate a PPA with GPC, the Facility never obtains Commercial Operation Authorization under a PPA, or if the PPA terminates;or(iii)the Parties otherwise agree to termination during the Term. GPC also, at its sole discretion, may terminate this Agreement at any time if: (a) Generator abandons the Facility; (b) Facility ceases being a Qualifying Facility selling to GPC; (c) Generator is the subject of a voluntary or involuntary order granting relief under bankruptcy law; appointing a receiver, liquidator, custodian, or trustee; or liquidating its affairs or if GPC determines that Generator lacks the financial stability that GPC deems necessary to continue operation of the Facility; (d)Generator installs unsafe equipment or materials at the Site; or(e) Generator violates Section 5.6(Assignment, Transfer, or Change of Control). A. Termination Before Commercial Operation.If this Agreement terminates before Commercial Operation,GPC will reconcile Installation Project costs and amounts due in accordance with terms of the Solicitation against the amount previously paid by Generator.As part of the reconciliation,Generator will be responsible for:(i)all Installation Project costs incurred by GPC prior to termination, including the tax impact amount for Installation Project components installed or completed before termination;(ii) any cancellation costs for equipment or materials already specifically ordered for the Installation Project that cannot be mitigated as described in this clause below, whether or not the equipment or materials later become unnecessary; (iii) GPC's expense to return to use of its original facilities or to complete and operate the Interconnection Facilities;and(iv) GPC's demobilization expense associated with termination. To the extent that GPC, on reasonable terms, can cancel orders for materials or equipment, Generator is responsible for the associated cancellation costs. To the extent that GPC has already received Installation Project materials or equipment or cannot reasonably cancel existing orders, GPC may elect to: (a)take title to the materials or equipment, in which case GPC will refund any amount paid by Generator for the materials or equipment;or(b)transfer title to the materials or equipment, and deliver,to Generator, in which case Generator will be responsible for any unpaid balance and cost of delivery. If the amount paid by Generator exceeds the costs for which it is responsible as described in this clause, GPC will refund the excess; if the amount for which Generator is responsible exceeds the amount previously paid, GPC will invoice Generator for the difference. B. Termination During Term. Upon any termination of this Agreement after COD, the Parties will cooperate to effect an orderly conclusion and to protect and transfer property, tangible or intangible.Additionally, the Parties will address and make satisfactory arrangements regarding any remaining or outstanding financial obligation arising out of this Agreement, specifically including O&M Cost and Tax Impact Amount security or payment. 4.6 Audit Rights.At any time during the Term, or as required for regulatory compliance any time after the Term, on reasonable notice and during normal business hours, GPC may audit and copy Generator's records regarding Agreement performance. The audit will occur at the normal location of the records and will be at GPC's expense. ASI-Prime DGIA Group B 2016-03-15 Page 10 of 20 GPC-23173-Max Hicks Water Treatment I Generator must provide electronic records in suitable format and otherwise cooperate with the audit. If the t e audit requires access to confidential information, GPC will execute an appropriate confidentiality agreement reasonably acceptable to Generator. 4.7 Survival. Agreement provisions that by their nature and context logically should apply beyond Agreement termination, cancellation, suspension, completion, or expiration will survive for the time provided by applicable law (including Authority; Access and Property Rights (Section 1.4); Financial Terms (Part 2); Risk and Claims (Part 3); Termination (Section 4.5); Audit Rights (Section 4.6); and Governing Law and Interpretation (Section 5.4). This Agreement benefits and binds each Party's successors and permitted assigns. PART 5 MISCELLANEOUS 5.1 Notices and Contacts.Exhibit D lists each Party's point-of-contact forAgreement notices and correspondence. The Interconnection Operating Procedures will include each Party's contact information for operational and technical matters. Each Party will provide notices to the other as provided in Exhibit D or in the Interconnection Operating Procedures. Notice under this section must include the GPC project identification number referenced in this Agreement's title and the Facility name and must be by: (i)personal delivery(effective that date); (ii)if the Party has provided an email address for official notice purposes,email delivery(effective that date if sent by 5:00 p.m.(recipient's time); otherwise, the next business day); (iii)prepaid nationally- or internationally-recognized commercial overnight courier (effective the next business day); or (iv)registered or certified U.S. mail, with proper postage (effective the following fourth business day).Unless this Agreement expressly requires notice in accordance with this section,a Party may provide notice as reasonable in the circumstance. Each Party will inform the other of any update in its Exhibit D or Interconnection Operating Procedures contact information or regarding any other administrative matter by prompt written notice to the other in accordance with this Section 5.1. 5.2 Publicity and Confidentiality. Generator may not use, for any purpose (public or private), a GPC logo, trademark,or other protected branding name or symbol.Additionally, absent written request to GPC per Notices and Contacts(Section 5.1)and GPC's prior written consent in response, Generator may not publish or release a public statement, press release, Internet/website/social media posting, or other publication that includes GPC's name, refers to GPC, or references GPC's involvement in the Installation Project or in operation of the Interconnection Facilities. Generator will keep this Agreement, and all written and oral communications regarding the Installation Project and operation of the Interconnection Facilities confidential and will not disclose any confidential information, including cost information, to any other electric utility provider or GPC customer or to anyone other than those persons who have a need to know for purposes of evaluating, approving, or administering this Agreement on behalf of: (i)Generator or a Generator affiliate; or(ii)any financial or regulatory entity involved with the Facility project. 5.3 Definitions.The"Electric System" is the network of electric generation, transmission, or distribution facilities operated by GPC or other electric utilities in Georgia or a surrounding state,specifically including:(i)the Interconnection Facilities; and (ii)the Georgia Integrated Transmission System (owned individually by GPC, Georgia Transmission Corporation, Municipal Electric Authority of Georgia, and City of Dalton, Georgia and operated as an integrated transmission system for the purpose of transmitting,receiving,and distributing electric energy and capacity(the"ITS")). Unless expressly stated otherwise, defined terms have the same meaning throughout all Agreement documents. Defined terms may be singular or plural, as the context requires. In this Agreement: (a) "including"means"including, but not limited to"or"including,without limitation"; (b) "or"means"either or both"(i.e., "A or B"means"A or B or both A and B"); (c)if the Party has provided email or facsimile contact information, "written"or"in writing"includes email or facsimile communication,absent express statement otherwise;(d) reference to a Party or entity includes any allowed successor or assign; (e) reference to an Agreement part by caption (e.g., Financial Terms) or number(e.g., "Part 2") includes all separate sections(e.g.,"2.4 Tax Impact")and clauses(e.g.,"A.Safe Harbor")within that part and reference to a section by caption or number includes all separate clauses within that section; and (f)reference to an applicable law, document, or provision is to the law, document, or provision as modified or amended,and then effective. 5.4 Governing Law and Interpretation. Georgia law governs all matters, including torts, arising under, or relating to execution,interpretation, performance,or enforcement of,this Agreement,without regard to choice of law principles. The Parties will resolve any Claim or dispute in a state or federal court sitting in Georgia. Generator consents to exclusive jurisdiction and venue in these courts and,to the fullest extent allowed by applicable law,waives any objection to this jurisdiction or venue. The invalidity or unenforceability of one or more provisions will not affect validity or enforceability of any other provision or of this Agreement as a whole.This Agreement does not benefit any third party or give rise to liability to any third party. No affiliate of GPC is liable for GPC's performance or nonperformance.Time is of the essence in this Agreement. A. Georgia Security, Immigration, and Compliance Act. Generator is a "public employer" as defined by O.C.G.A. § 13-10-91. To the extent that this is a contract for physical performance of services within the state of ASI-Prime DGIA Group B 2016-03-15 Page 11 of 20 GPC-23173-Max Hicks Water Treatment Georgia, compliance with requirements of O.C.G.A. § 13-10-91 is a condition of this Agreement and is mandatory. GPC will provide to Generator a contractor's affidavit as required by O.C.G.A. § 13-10-91. GPC also agrees that, if it employs or contracts with any subcontractor(s) in connection with this Agreement, GPC will secure from each subcontractor an affidavit attesting to the subcontractor's compliance with O.C.G.A. § 13-10-91. 5.5 Agreement Scope.This Agreement contains the final and exclusive expression between GPC and Generator regarding interconnection between Generator's Facility and the Electric System and replaces any prior oral or written discussion, representation, or understanding, expressly including any prior GPC estimate of project cost or schedule. This is not an agreement to purchase power from the Facility and is complementary to, should be interpreted in conjunction with, the PPA or any GPC power purchase agreement between the Parties. If there is a conflict between this Agreement and the PPA, in accordance with PPA paragraph 6(a), this Agreement controls. The Parties do not intend that this Agreement affect any other agreement between them;if there is a conflict between this Agreement and any GPC retail electric service tariff/contract,the tariff/contract controls. GPC enters into this Agreement in its capacity as an owner of the Electric System and as a regulated electric utility; neither Party is an agent, partner,joint venturer, services contractor, or representative of the other by reason of this Agreement. Each exhibit, attachment, appendix, schedule, or other document attached to or referenced in this Agreement is incorporated into, and is integral to, this Agreement as if included in the main body. 5.6 Assignment, Transfer, or Change of Control. Except as expressly provided in this Section 5.6, Generator may not assign this Agreement or its Agreement rights or obligations,in whole or in part,to any person or entity without GPC's prior written consent. Generator and the proposed assignee or other involved party must provide written notice to GPC(per Exhibit D to this Agreement), in addition to satisfying all requirements for assignment under the PPA.Any proposed assignee must: (i)agree to assume Generator's Agreement obligations; (ii) deliver, on GPC's reasonable request, assurance of its creditworthiness and its ability to perform all Agreement obligations; and (iii) cooperate to comply with any legal requirement. An assignment in compliance with this Section 5.6 will be an acceptance and assumption of Agreement obligations by the assignee, a novation of the assignee in place of Generator with respect to the obligations(and related interests transferred),and a release and discharge of Generator with respect to any Claim arising after the assignment effective date.Generator,without GPC's consent,may assign this Agreement to a financing party for collateral security purposes, so long as the collateral assignment does not limit GPC's rights under this Agreement or expand the liability, risks, or obligations imposed on GPC under this Agreement. GPC will execute a written consent to the collateral assignment in a form acceptable to GPC upon reasonable request of the financing party. A. Other Restrictions.Generator agrees that,without GPC's prior written consent,there will be no:(i) assignment or transfer of any interest in the Facility; (ii)change of control transaction with respect to Generator;or(iii)delegation by Generator of operational responsibility for the Facility. B. GPC Assignment. GPC will not assign this Agreement, in whole or in part, to any entity other than an affiliate or to another utility. 5.7 Contract Modification; Non-Waiver. Except as provided in Technical Requirements (Clause 1.2.D) or in Notices and Contacts(Section 5.1), a modification of this Agreement must be in writing and signed by an authorized representative of each Party.A Party's failure to enforce an Agreement provision does not constitute waiver of that, or any other, provision; waiver of a right or remedy in one instance is not waiver of that, or any other, right or remedy in the future. Further, payment of a cost or invoice by either Party does not waive an Agreement right or Claim. 5.8 Representations and Warranties. Each Party makes the following representations and warranties, as of the Effective Date: (i) It is qualified to do business in, and is in good standing with officials of, Georgia and all other governmental or regulatory authorities with jurisdiction,and,if not a Georgia entity, it is organized and in good standing under the laws of the jurisdiction of its organization; (ii) It understands its rights and obligations under this Agreement and this Agreement is signed by an authorized representative; (iii) It can legally enter into,and perform its obligations under,this Agreement and no third party permit,consent, filing, or approval is required to make this Agreement valid; (iv) No legal action is in progress, pending,or,to the best of its knowledge,threatened that could, individually or in the aggregate,have a material adverse effect on its ability to perform its contractual obligations or on its business or financial condition; and (v) It entered into this Agreement voluntarily and in good faith, as a result of arm's length negotiations. ASI-Prime DGIA Group B 2016-03-15 Page 12 of 20 GPC-23173-Max Hicks Water Treatment Each Party agrees to ail terms and conditions of this Agreement.The Parties may exchange counterparts of this Agreement by facsimile transmission oras a scanned image(eg„,pdfor tiff file extension)as an attachment to email; a facsimile or scanned signature is an original signature for all purposes.The"Effective Date"is the date on which the last Party signs,as shown below. Georgia Power Company Augusta,Georgia l_z ) ; . By ,- ,,,;13s-/ ..4,/ BYiy,:::--'',,, twei64;z4CF,et5-f<;;;—?-41111" : , —, ,-.4. : e Steve Pigford , .i.4„ Hardie Davis,Jr., 1 447 e2 General Manager Distribution Operations .Mayor Date: ,7/i 13' /i 6' Date: .00, 1 .4 414f4,;,e14.rr6i-,l e)till . tf$...''1 vit:',41%.4,:'il) V4 tti /X/a If: i Vegef.':i4 a , f, od t lt.V11.6-,, 2 0 I ii A N,aonti**10.°.- 'All ttkloC'EORSZ A- %pa%sum. kt ,63V,IMtitt41:,??0"%tliA3r) E i , 1 I I 1 I I ) ! i AS1-Prime DG1A Group 02016-03-15 Page 13of 20 GPC-23173-Max HicksWater Treatment EXHIBIT A—INTERCONNECTION DETAILS Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) ("Facility") between Georgia Power Company ("GPC") and City of Augusta ("Generator") ("Agreement") Factual Basis: • Application. Generator submitted an Application for Distribution interconnection to GPC in accordance with requirements of the Solicitation (as subsequently modified, if applicable, "Application") (incorporated by this reference). • Facilities Study. Based on the information provided in the Application, GPC performed a study (the "Study Report")(incorporated by this reference and available on request). • Facility. Generator's Facility will comprise the equipment described in Appendix A to the PPA and in the Operating Procedures; if there is a conflict in those documents,the Operating Procedures will control. • Maximum Power Output.Facility will not export power above 840 KW AC. • Interconnection Facilities. Based on the information provided by Generator, GPC will purchase and install the Interconnection Facilities described in this Agreement in order to accommodate export of the Facility's installed generating capacity to the Electric System (plus supply Facility's Station Service load, if applicable). • Point of Interconnection. The Point of Interconnection is indicated in the attached system one-line diagram (Attachment 1 to this Exhibit A). • Other Utility Modifications Required?No® Yes 0 • ICF Site. Footprint required for Interconnection Facilities installation, operation, and maintenance plus a minimum 10 feet radius and any additional area described in the easement granted per Agreement Clause 1.4.C. • Project Dates. Subject to Agreement Clause 1.4.C, Generator acknowledges the ICF Site Transfer deadline below. Subject to Clause 1.5.E and Section 2.5,the Parties also acknowledge the following projected milestone dates: Deadline for ICF Site Transfer 11/05/2016 Projected Initial Synchronization Date 11/21/2016 Projected Commercial Operation Date 12/05/2016 • Term of Agreement.The Term of this Agreement begins on the Effective Date indicated on the signature page and continues for 25 years from the first day of the calendar month following the date the Facility obtains Commercial Operation Authorization under the PPA. Interconnection Facilities Cost: 1. Initial Interconnection Cost Payment.Per the GPSC's Order in Docket No. 36325 dated March 25,2015 and Agreement Section 2.1 (Interconnection Facilities Cost), Generator has paid a non-refundable Initial Interconnection Cost Payment of$25 per kW($24,993.75)toward the Interconnection Facilities Cost(first toward Installation Cost and then toward O&M Cost). ASI-Prime DGIA Group B 2016-03-15 Page 14 of 20 GPC-23173-Max Hicks Water Treatment 2. Installation Cost. Per the GPSC's Order in Docket No. 36325 and Agreement Section 2.2 (Installation Cost), Generator is responsible for paying the total Installation Cost shown below. The total Installation Cost is based on: (i)the above Factual Basis; (ii)performing all Installation Project work during normal GPC work hours(40 hour week, Mon.-Fri., non-holiday, and during daylight hours); and (iii)all Agreement terms and conditions. If there is a Change Event or if otherwise mutually agreed in an amendment,additional amounts may be owed. Installation Cost: $62,725.00 3. O&M Cost. Per Agreement Clause 2.3.A (Operations and Maintenance Cost), Generator is responsible for paying the O&M Cost shown below.The O&M Cost is subject to change if the Installation Cost changes as described above. O&M Cost: $50,269.05 4. Account Balance.Generator must pay, by no later than 21 days after the Effective Date of this Agreement, any Installation Cost balance and any O&M Cost balance.The balance owed by Generator per Sections 1,2, &3 above, if any, is shown below: Interconnection Facilities Account Balance: $88,000.30 5. Administrative Fee.Per Agreement Clause 2.3.B(Administrative Fee),Generator will pay an Administrative Fee of$0.175/kW($174.96)per month upon invoice, commencing upon COD and continuing throughout the Term. 6. Tax Impact Amount. Per Agreement Section 2.4 (Tax Impact), the tax impact amount applicable to the Installation Cost would be the amount stated below, subject to change if the Installation Cost changes as described above. Tax Impact Amount: $9,286.69 Insurance Requirements: Generator's Commercial General Liability Insurance: Generator must maintain commercial general insurance during the Term of this Agreement based on the Facility's total installed generating capacity and type of energy conversion equipment,as follows: Facility Using Rotating Machine (Synchronous or Induction Generator) Installed Capacity # Required CGL Coverage <_2 MW AC $2 million Facility Using Power Electronic Equipment (Inverter) <_2 MW AC $1 million ASI-Prime DGIA Group B 2016-03-15 Page 15 of 20 GPC-23173-Max Hicks Water Treatment ATTACHMENT 1 —SYSTEM ONE-LINE ELECTRICAL DIAGRAM OF INTERCONNECTION EXHIBIT A—INTERCONNECTION DETAILS Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) between Georgia Power Company and City of Augusta Distribution Interconnection Agreement for GPC Advanced Solar Initiative Prime at Max Hicks Water Treatment between Georgia Power Company and City of Augusta Mfcoean Road $0552 13.8 kV Change of Ownership GI New 137`OH Lina 3 3-IT A+ZAN GPC-23173 ' ,lwjnt — E ,->•„ —\ 84th kW AC q s 999.750 kWDC rr Point of New Visibie air-gap Interconnection 1000 kVA Safety Switch 277,480V Transformer ICF Site Interconnection Not to Scale Facilities ASI-Prime DGIA Group B 2016-03-15 Page 16 of 20 GPC-23173-Max Hicks Water Treatment I EXHIBIT B—GPC STANDARD DISTRIBUTION INTERCONNECTION REQUIREMENTS ("Requirements") Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) ("Facility") between Georgia Power Company ("GPC") and City of Augusta ("Generator") ("Interconnection Agreement") 1.0 General Interconnection Requirements. The Facility must comply with each of the following Technical Requirements,as well as with the Southern Company Distribution Interconnection Policy and the Interconnection Operating Procedures established for the Facility. If there is a discrepancy between these documents, the order of precedence is: (i) Interconnection Operating Procedures; (ii)these Requirements; and(iii)Southern Company Policy: 1.1 Reactive Power Capability. Facility must be capable of operating between 90% power factor leading (or absorbing reactive power)and 90%power factor lagging(or producing reactive power). If Facility energy conversion equipment does not have this capability, Generator must supply and maintain static or dynamic reactive devices to meet this requirement. 1.2 Voltage Regulation. Per IEEE Standard 1547-2003 (Standard for Interconnecting Distributed Resources with Electric Power Systems) ("IEEE 1547"), the Facility will not actively regulate the system voltage at the Point of Interconnection.The power factor of the power delivered by the Facility to the Point of Interconnection will be 100% as defined above in Reactive Power Capability(Section 1.1).Generator must operate the Facility so that the voltage measured at the Point of Interconnection will be within the range specified by ANSI C84.1,Table 1, Range A. 1.3 Interruption for Abnormal Voltage and Frequency. The Facility must automatically disconnect from the Electric System within the times prescribed by IEEE 1547, based on the voltage and frequency measured at the Point of Interconnection. If the Facility fails to disconnect, creating a hazardous condition on the Electric System, Generator is liable for resulting injury or damage. 1.5 Voltage Flicker and Harmonics. The Facility must comply with the Southern Company Harmonics and Flicker Policies (incorporated by this reference). Failure to comply with either policy may result in immediate disconnection;reconnection cannot occur until Generator proves,to GPC's reasonable satisfaction,that the problem (flicker or harmonics, as applicable)is corrected. 1.6 Radio Frequency Interference. Generator must operate all equipment capable of generating radio frequency energy in compliance with, and in no event allowing its equipment to cause harmful interference as prohibited by, Section 15.5 of the FCC Rules. GPC and Generator will reasonably cooperate to identify the source of any allegedly harmful interference; however, Generator is solely responsible for promptly eliminating any harmful interference caused by Generator's equipment. Failure to comply with this provision may result in immediate disconnection; reconnection cannot occur until Generator proves,to GPC's reasonable satisfaction,that the interference caused by Generator's equipment is corrected. 2.0 Interconnection Protection Requirements 2.1 General.Generator is solely responsible for protecting the Facility in such a manner that an outage,short circuit, or other disturbance on the Electric System does not damage Facility equipment.GPC has no responsibility or liability for any damage resulting from one of these conditions or from any other system condition. 2.2 Unintentional !standing. Generator must not energize a de-energized Electric System unless specifically requested to do so by GPC. Generator must provide and maintain protection to prevent inadvertent energization of the Electric System. The protection may include a communications link, to be determined solely by GPC during interconnection study, between the Facility and the Electric System. 2.3 Disconnect Switch. The Facility must have a visible break, lockable, manually- or electrically-operated disconnect switch at the Point of Interconnection, in a location easily accessible to GPC personnel. GPC reserves the right to open the disconnect switch without prior notice to Generator for any of the reasons noted in Temporary Disconnection(Section 4.1) or Permanent Disconnection(Section 4.2)in the Interconnection Agreement. 2.4 Inverter-Based Facility.If the Facility uses inverters for 60 Hz alternating current(AC)electricity generation,the inverters must: (i)be utility-interactive; (ii) be UL listed; (iii)meet utility compatibility requirements of UL Standard 1741; (iv)meet protection requirements of IEEE Standard 1547; (v)be capable of detecting Electric System faults on ASI-Prime DGIA Group B 2016-03-15 Page 17 of 20 GPC-23173-Max Hicks Water Treatment the GPC side of the Facility intertie (or step-up) transformer; and (vi) not be capable of producing transient over- voltages that exceed 200%at the Point of Interconnection.If the Facility uses single-phase inverters to create a three- phase generator, the Facility must have equipment that will enable the Facility to pass GPC standard Distribution Test Policy. If the Facility uses inverters that do not meet all of the above requirements, the requirements of Non- Inverter-Based Facility(Section 2.5)apply. 2.5 Non-Inverter-Based Facility. If the Facility uses rotating machines like synchronous generators, induction generators, or inverters that do not meet all the requirements for Inverter-Based Facility,Generator must supply and install an interconnection breaker, over- and under-voltage protection, over- and under-frequency protection, and electrical short-circuit detecting equipment at the Facility to detect Electric System faults.These protection functions can be provided by discrete relays or by multi-function microprocessor-based protective relays. If the Facility is determined, through study, to be capable of creating an unintentional island, protection specified in Unintentional Islanding(Section 2.2) is required. Generator also must provide devices to synchronize the Facility to the Electric System. Interconnection Facilities cannot be used for Facility synchronization. 2.6 Protection Equipment Settings. Generator will specify settings of Facility interconnection protective devices and provide to GPC for review.Additionally, Generator must provide to GPC the following drawings for review: • Facility Relay and Metering One-Line; • Facility AC 3-Line Diagram showing the current and voltage circuits for all intertie relays; • Facility interconnection breaker direct current(DC)elementary, showing trip and close circuits GPC may request changes to these drawings and settings of the Facility's interconnection protective devices; Generator must comply with any request for change. 2.7 Protection from Automatic Reclosing. GPC normally applies automatic reclosing after fault clearing on all transmission and distribution circuits.The automatic reclosing schemes assume that the circuit is not energized and may not employ any voltage check, phasing, or synchronization scheme. Generator must ensure that the Facility is disconnected from the Electric System prior to such automatic reclosing. GPC has no responsibility or liability for damage to the Facility due to out-of-phase reclosing. 2.8 Facility Reconnection.Following any trip operation(or disconnection from the Electric System),the Facility must wait five(5) minutes after the utility voltage and frequency at the Point of Interconnection return to normal range before reconnecting to the Electric System. 3.0 Metering Requirements.GPC will install,at Generator's expense,appropriate metering equipment for purchase of Facility output and, if applicable,for sale, per applicable tariff,of Facility station service. Rev. November, 2015 ASI-Prime DGIA Group B 2016-03-15 Page 18 of 20 GPC-23173-Max Hicks Water Treatment EXHIBIT C—W-9 Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) between Georgia Power Company and City of Augusta W-9 of Generator entity making payment-see below: ASI-Prime DGIA Group B 2016-03-15 Page 19 of 20 GPC-23173-Max Hicks Water Treatment I EXHIBIT D—NOTICES AND ADMINISTRATION Interconnection Agreement for Advanced Solar Initiative Prime Distributed Generation (Group B) at GPC-23173 (Max Hicks Water Treatment) between Georgia Power Company ("GPC") and City of Augusta ("Generator") Contacts for Contract and Administrative Matters: Notice to GPC: With Copies to: Georgia Power Company Georgia Power Company Legal Services Attn: Vice President, Distribution Attn: Carolyn Wingfield Bin 10142 Bin 20026 241 Ralph McGill Blvd., N.E. 241 Ralph McGill Blvd., N.E. Atlanta, Georgia 30308 Atlanta, Georgia 30308 and and Georgia Power Company Troutman Sanders LLP Attn: Renewable Development Project Manager Attn: Judith H. Fuller Bin 20023 Suite 5200 241 Ralph McGill Blvd., N.E. 600 Peachtree Street, N.E. Atlanta, Georgia 30308 Atlanta, Georgia 30308 Notice to Generator: With Copy to: City of Augusta Attn: William Rhinehart Deputy Administrator 535 Telfair Street-Suite 900 Augusta, Georgia 30901 ASI-Prime DGIA Group B 2016-03-15 Page 20 of 20 GPC-23173-Max Hicks Water Treatment Group B GPC-23173 Final I APPENDIX A SELLER AND FACILITY DESCRIPTION AND SITE Facility Description and Site shall be defined as: The land and rights-of-way of the 999.750 kW Facility known as Augusta, Georgia-Max Hicks Water Treatment located at 1731 Tobacco Road, Augusta, Georgia. The parcel number is 157-0-018-08-0 and the GPS Coordinate Location of the Site is 33.372676760648900 latitude and-81.9844570910934 longitude. IThe Facility will be Fixed-Tilt system designed with 30.00 tilt and 180.00 azimuth (as applicable). The Facility will be interconnected at 13.8 kV at the McBean Road substation; such point of interconnection may be adjusted upon written request by Seller and approved by Georgia Power in Georgia Power's sole discretion. Georgia Power Account Number: 31487-25029 Meter Number: Solar Photovoltaic Panels: Quantity: 3,225.00 Manufacturer & Model No.: Canadian Solar CS6X-310P DC Rating of Each Panel: 310.00 Watts Panel Type: Crystalline Silicon Fixed-Tilt If Other, please describe: Type of Mounting: Ground Mount Total Connected DC Panel Rating 999.750 kW. Inverter(s): Quantity: 30 Manufacturer & Model No.: Chint CPS SCA28KTL-DO/US-480 Phase : Three Phase Maximum AC Output at the Point of Interconnection: 840.000 kW Appendix A - Page 1 of 1 RE s -I-1-4 Z y;Cn O O O C O -e - y y yt y 0� 7 7 7 j ] 1 Y 1 1 2 1 2 ] �-pF ��,➢-m�c-� aam .zaa ,a3 x ; 77 77 i gb--6 �ccp zmm < < < limgli ; l MI D p V A A O p y C < r Z e O P P C m f. D 0 om�A �o N_ T~ �, = nilii ; ail e8°5gA i a s ` ; a m s € f s v m e m milli a a � v n '''T. a m >O 6 ga, O L 0�� m © 6 m o z 2 n % 0 o s y a 3 4a _ --_--_ R> r5 • -oo Et* Gti a C . aS, 25 g Aq. 3 Rig i > 8 y , 6" i0 Ss \\7 \9 anD- D zo n po z pc c No C a m O --_ ________a, I o o 1°5 O z Z z z Ok O o= 0 5 Zp 0 PC� Op Z .__ p O O N T C n __ — n 3 u ,_t u Z iq g g n ' N-I 2 C T D 0 —_C o r 2 o g c m c z p <r O A P Z --_— __ -1 S $D '„ A �+ N N a O ,1' T H ,p y y D D ➢ O p n op T Z TA Q m ..oom p p " p E: iv - . 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Z, m y m.2. ~ 441 D O p p 23 Z y g Z y 8 T G I r A D • 0 4 OC- y 2 (l ZS Zp O o➢z� Gpp 0 m - TO pp n0 y ZCm �fpnI G1 G Z P y -I fl 41Cy<A y�j �Tp to 1;154 D - J Z << D C;my,m = 2 ZDO'�y� oO2a . u Nm lh p q- G G 4°21 O _� __ T o o O D A c o ➢ -1 C ,IT n�55 �O O ➢ p p O G Gl n3<piy�Wn A A N c,s i�F csio a o o u9 < t l a tI4;1. _ Max Hicks Water Treatment Plant .i a 11 L f{ ,ea i 1731 Tobacco Road.Augusta,30906 i' I a; 157-0-018-08-0 rirn�arlsolar Parcel Numberii; • I I < Group B GPC-23173 Final APPENDIX B FORM OF LETTER OF CREDIT , 20 [Name and Address of Beneficiary] Dear Sirs: We hereby establish in your favor, for the account of [NAME OF ACCOUNT PARTY] ("[Account Party]"), with respect to Georgia Power Company's Advanced Solar Initiative Distributed Generation Solar Agreement GPC-23173 dated , 20_ between [Account Party] and you ("Beneficiary") (the "Agreement"), our irrevocable standby letter of credit no. (the "Standby Letter of Credit") whereby we hereby irrevocably authorize you to demand payment from us, in accordance with the terms and conditions hereinafter set forth, an amount not to exceed United States Dollars (U.S. $ ). Funds against this Standby Letter of Credit are available to you against your written demand(s) for payment delivered to us, referring thereon to the number and date of this Standby Letter of Credit, accompanied by a written and completed certificate executed by you in the form attached as Annex 1 hereto, with appropriate insertions. Multiple, partial demands may be made hereunder. Such available funds shall not directly or indirectly constitute funds or collateral deposited with or for the bank account by the [Account Party], or pledged with or for the bank's account by the [Account Party]. Delivery of such demands and such certificates shall be made on any Day which is a Business Day for us at or prior to 5:00 p.m. (Eastern Prevailing Time) at our office located at , or at any other office in the United States of America which may be designated by us in a written notice delivered to you. If such demand and such certificate are received at either such office, all in strict conformity with the terms and conditions of this Standby Letter of Credit, on or prior to the expiration date hereof, we hereby agree with you that we will duly honor the same within three (3) Business Days of such presentation. Notwithstanding the foregoing, Beneficiary may demand payment under this Standby Letter of Credit by telecopy or e-mail when promptly confirmed by written demand; however, actual disbursement of funds pursuant to a demand presented by telecopy or e-mail shall not occur until we are presented with the original Standby Letter of Credit. This Standby Letter of Credit is effective immediately and expires at 5:00 p.m. (Atlanta time) on , 20_. It is a condition of this Standby Letter of Credit that it will be deemed automatically extended for successive periods of one year each from the present or any future expiration date (but in no event later than , 20 ), unless we notify you, in writing, by certified or registered mail at your respective addresses, not less than ninety (90) Days prior to any such date, that we have elected not to extend such expiration date for such additional period. Appendix B - Page 1 of 3 p GPC-23173GrouFinaBl We hereby undertake that we will not modify, revoke or terminate this Standby Letter of Credit without your written consent. Except as stated herein, payment of demands made under this Standby Letter of Credit is not subject to any condition or qualification. This Standby Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not be modified, annulled or amplified by reference to any other document, instrument or agreement referred to herein or in which the Standby Letter of Credit is referred or to which the Standby Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement. Our obligations hereunder are primary obligations that shall not be affected by the performance or non-performance by [Account Party] of any obligations under any loan agreement or under any agreement between [Account Party] and you or between [Account Party] and us or between [Account Party] and its agents. This Standby Letter of Credit is transferable in its entirety (but not in part). Each letter of credit issued upon any such transfer and assignment may be successively transferred and assigned. Transfer of this Standby Letter of Credit to any transferee shall be affected by the presentation to us of this Standby Letter of Credit accompanied by a certificate in the form attached as Annex I hereto, with appropriate insertions. Upon such presentation we shall forthwith issue an irrevocable letter of credit to such transferee with provisions therein consistent with this Standby Letter of Credit. This Standby Letter of Credit will be governed by the International Standby Practices (herein referred to as the "ISP98"). This Standby Letter of Credit shall be deemed to be a contract made under the laws of the state of Georgia and shall, as to matters not governed by the ISP98, be governed by and construed in accordance with the laws of the state of Georgia. Yours very truly, [ISSUING BANK] Appendix B - Page 2 of 3 Group B GPC-23173 Final ANNEX 1 CERTIFICATE Re: Georgia Power Company's Advanced Solar Initiative Distributed Generation Solar Agreement GPC-23173 dated , 20_between [Name of Account Party] ("[Account Party]") and [Name of Beneficiary] ("[Beneficiary]") (the "Agreement"). The undersigned, each a duly authorized officer of [Beneficiary], hereby certify to [ISSUING BANK] (the "Bank") with reference to irrevocable standby letter of credit no. (the "Standby Letter of Credit"), issued by the Bank for the account of[Account Party] in favor of[Beneficiary] that: (1) (Insert one of the following, as applicable) Pursuant to the provisions of the Agreement, an event has occurred under the Agreement that entitles Beneficiary to demand payment under the Standby Letter of Credit in the amount of the demand accompanying this certificate (an example of such an event includes, without limitation, an Event of Default described in the Agreement). or [Beneficiary] has received written notice from the Bank in accordance with the terms of the Standby Letter of Credit that the Bank has elected not to extend the expiration date of the Standby Letter of Credit for an additional period past its then expiration date and the Account Party has failed to deliver a substitute letter of credit in accordance with the terms of the Agreement. (2) The undersigned are each a duly elected and incumbent officer of[Beneficiary] and are authorized to execute and deliver this certificate and to draw upon the Standby Letter of Credit. IN WITNESS WHEREOF, the undersigned have executed and delivered this Certificate as of this day of , 20_. [BENEFICIARY] By: Title: By: Title: Appendix B - Page 3 of 3 p GPC-23173GroFuinaBl APPENDIX C FORM OF GUARANTY THIS GUARANTY AGREEMENT (the "Guaranty"), dated and effective as of , 20_, is made and entered into by (the "Guarantor") in favor of the (the "Beneficiary"). WHEREAS Beneficiary and (the "Company"), [a subsidiary of the Guarantor], have entered into that certain Georgia Power Company's Advanced Solar Initiative Distributed Generation Solar Agreement GPC-23173 dated , 20_(the "Agreement") concerning the purchase and sale of Seller's Solar Output from the Seller's distributed generation solar Facility located at [Complete address City, State Zip Code]. WHEREAS, the Beneficiary has required, as an inducement to enter into the Agreement, that Guarantor deliver to the Beneficiary this Guaranty or other Performance Security when required under the Agreement; WHEREAS, the Guarantor qualifies as a Seller Guarantor under the Agreement and this Guaranty qualifies as Performance Security under the Agreement; and WHEREAS, the Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Agreement. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows: ARTICLE 1 -DEFINITIONS 1.1 Definitions. Unless otherwise defined in this Guaranty, capitalized terms have the meanings specified or referred to in the Agreement. ARTICLE 2 - GUARANTY 2.1 Guaranty. Guarantor hereby unconditionally and irrevocably guarantees to the Beneficiary and its successors and assigns, the prompt and full payment and performance of any and all obligations of the Company to the Beneficiary when due, whether by acceleration or otherwise, with such interest as may accrue thereon, under the Agreement or under any other documents or instruments now or hereafter evidencing, securing or otherwise relating to the Agreement (the "Guaranteed Obligations"); provided, however, that Guarantor's liability under this Guaranty shall in no event exceed the amount of Performance Security required to be provided by Seller from time to time pursuant to Section 3b of the Agreement. If Company fails to pay or perform any Guaranteed Obligation, then Guarantor will immediately pay for or perform or cause the performance of such obligation upon demand by the Beneficiary. 2.2 Guaranty Absolute. Appendix C - Page I of 7 Group B GPC-23173 Final (a) The Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Agreement, regardless of any law or regulation now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor hereunder are several from the Company or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Company or any other person, nor against securities or liens available to the Beneficiary, its successors or assigns. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of: i. any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment, modification or waiver of, or any consent to departure from, the terms of such Guaranteed Obligations; ii. any change, restructuring or termination of the corporate structure or existence of the Company or any of its subsidiaries; iii. any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; iv. any failure of the Beneficiary to disclose to either the Company or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Company or any of its subsidiaries now or hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); v. any failure of the Beneficiary to commence an action against Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; vi. any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or vii. except as provided in Section 2.3(c), any circumstance whatsoever (including, without limitation, any statute of limitations) or any act of the Beneficiary or any existence of or reliance on any representation by the Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Guarantor. Appendix C - Page 2 of 7 Group B GPC-23173 Final This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Beneficiary or any other Person upon the insolvency, bankruptcy, or reorganization of the Company, all as though such payment had not been made. (b) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Company or any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an Event of Default under the Agreement or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Company or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy. 2.3 Waivers and Acknowledgments. (a) Guarantor hereby waives promptness, diligence, presentment, demand of payment, acceptance, notice of acceptance, protest, notice of dishonor and any other notices with respect to any of the Guaranteed Obligations and this Guaranty. (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions, consolidations, and modifications of the Agreement. (c) The Guarantor hereby unconditionally and irrevocably waives any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Guarantor hereunder; provided, however, that Guarantor shall have the same defenses available to the Company with respect to any payment obligations arising under the Agreement, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Company. Appendix C - Page 3 of 7 Group B GPC-23173 Final 2.4 Subrogation. Notwithstanding any payment or payments or performance made by the Guarantor hereunder, the Guarantor hereby irrevocably waives any and all rights of subrogation to the rights of the Beneficiary against the Company and any and all rights of reimbursement, assignment, indemnification or implied contract or any similar rights (including without limitation any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509) against the Company or against any other guarantor of all or any part of the Guaranteed Obligations until such time as the Guaranteed Obligations have been indefeasibly paid or performed in full. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of such subrogation or similar rights at any time when all of the Guaranteed Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the Beneficiary and shall be turned over to the Beneficiary in the exact form received by the Guarantor, to be applied against the Guaranteed Obligations in such order as the Beneficiary may determine in its sole discretion. ARTICLE 3 -REPRESENTATIONS AND WARRANTIES The Guarantor hereby represents and warrants as follows: 3.1 Organization. The Guarantor is a [ J duly organized, validly existing and in good standing under the laws of the state of[ 1. 3.2 Authorization,- No Conflict. The execution and delivery by the Guarantor of this Guaranty, and the performance by the Guarantor of its obligations hereunder(i) are within the Guarantor's [ / powers; (ii) have been duly authorized by all necessary [ J action; (iii) do not contravene its[ /or any law or regulation applicable to or binding on the Guarantor or any of its properties; and (iv) do not require the consent or approval of any person which has not already been obtained or the satisfaction or waiver of any conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived. 3.3 Enforceability. This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, dissolution, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 3.4 No Bankruptcy Proceedings. There are no bankruptcy proceedings pending or being contemplated by Guarantor or, to its knowledge, threatened against it. 3.5 No Legal Proceedings. There are no legal proceedings that would be reasonably likely to materially adversely affect Guarantor's ability to perform this Guaranty. ARTICLE 4- MISCELLANEOUS 4.1 Continuing Guaranty; Assignment. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until all of the Guaranty Obligations have been satisfied, (ii) be consistent with the terms hereof, apply to all Guaranteed Obligations whenever arising, (iii) be binding upon the Guarantor, its successors and assigns, and (iv) Appendix C - Page 4 of 7 Group B GPC-23173 Final inure to the benefit of, and be enforceable by, the Beneficiary and its permitted assignees hereunder. The Beneficiary may not assign or delegate its rights or obligations under this Guaranty without the prior written consent of the Guarantor, which consent shall not be unreasonably delayed or withheld. The Guarantor may not assign or delegate its rights or obligations under this Guaranty without (x) the prior written consent of the Beneficiary, which consent may be withheld in the Beneficiary's sole discretion; and (y) a written assignment and assumption agreement in form and substance reasonably acceptable to the Beneficiary. Without prejudice to the survival of any of the other agreements of the Guarantor under this Guaranty, the agreements and obligations of the Guarantor contained in Section 4.4 (with respect to enforcement expenses) and the last sentence of Section 2.2(a) shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty. 4.2 Notices. All notices, requests, demands and other communications which are required or may be given under this Guaranty shall be in writing and shall be deemed to have been duly given when actually received if (a) personally delivered; (b) transmitted by facsimile, electronic or digital transmission method; or (c) if sent by certified or registered mail, return receipt requested. In each case notice shall be sent: i. if to the Beneficiary: [Company, address, c/o person] ii. if to the Guarantor: [Company, address, c/o person] or to such other place and with such other copies as the Beneficiary or the Guarantor may designate as to itself by written notice to the other pursuant to this Section 4.2. Delivery by facsimile of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty shall be effective as delivery of an original executed counterpart thereof. 4.3 Delay and Waiver. No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 4.4 Expenses. The Guarantor agrees to pay or reimburse the Beneficiary and any permitted assignees of the Beneficiary on demand for its reasonable costs, charges and expenses (including reasonable fees and expenses of counsel) incurred in connection with the enforcement of this Guaranty or occasioned by any breach by the Guarantor of any of its obligations under this Guaranty should Guarantor be required to pay under this Guaranty. 4.5 Entire Agreement,- Amendments. This Guaranty and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Guaranty and any such agreement, document or instrument, the terms, conditions and provisions of this Guaranty shall prevail. This Guaranty may only be amended Appendix C - Page 5 of 7 Group B GPC-23173 Final or modified by an instrument in writing signed by each of the Guarantor and the Beneficiary and any permitted assignees of the Beneficiary. 4.6 Headings. The headings of the various Sections of this Guaranty are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof. 4.7 Governing Law; Consent to Jurisdiction. (a) This Guaranty shall be construed and interpreted, and the rights of the parties determined, in accordance with the law of the state of Georgia, without giving effect to principles of conflicts of law that would require the application of the laws of another jurisdiction. (b) Each party hereto irrevocably and unconditionally (i) agrees that the exclusive jurisdiction for any suit, action or other legal proceeding arising out of this Guaranty shall be brought in the United States District Court for the Northern District of Georgia or in any Georgia State court of general jurisdiction in Fulton County, Atlanta, Georgia; (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding; and (iii) waives any objection which such party may have to the laying of venue of any such suit, action or proceeding in any such court. (c) THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO, THIS GUARANTY, OR THE ACTIONS OF THE BENEFICIARY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. 4.8 Severability. Any provision of this Guaranty that shall be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Appendix C - Page 6 of 7 Group B GPC-23173 Final IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized representative as of the day and year first above written. [Company] By: Name: Title: Appendix C - Page 7 of 7 Group B GPC-23173 Final APPENDIX D NOTICE OF AGREEMENT ASSIGNMENT This Appendix requires two separate submissions: Seller must submit Part One (Notice) no later than 30 Days prior to the anticipated Agreement assignment date and New Seller must submit Part Two (New Seller Acknowledgment) no later than five (5) Days after the Agreement is assigned. Part One (Notice): Today's Date: Expected Date of Agreement Assignment: Current Seller Information: Name Phone Number Address (if different than Facility Service Address below) Facility to be Transferred (if applicable): Facility Service Address Georgia Power Account Number Application Number New Seller Information: Name Phone Number Address (if different than Facility Service Address above) Transfer Acknowledgment by Seller: The undersigned hereby acknowledges and represents that transfer of ownership/assignment of the Agreement will occur in accordance with the provisions of Section 9. Pursuant to Section 9(e), if this Agreement has been assigned at least one time previously, the undersigned agrees to pay an Assignment Fee of $5,000 to Georgia Power to cover the cost of administering the assignment. Signature of Seller Seller shall mail this executed Notice to the following address at the time of signature by Seller: Georgia Power Company Renewable Development Project Manager Bin 20023 241 Ralph McGill Blvd. Atlanta, Georgia 30308 Appendix D- Page 1 of 2 Group B GPC-23173 Final Part Two (New Seller Acknowledgment): Today's Date: Date of Agreement Assignment: Transferor Seller Information: Name Phone Number Address (if different than Facility Service Address below) Facility Transferred (if applicable): Facility Service Address New Georgia Power Account Number Transferee/New Seller Information (to become Notice Party unless otherwise designated by written notice pursuant to Section 13(k)): Name Phone Number Address (if different than Facility Service Address above) Email Address Acknowledgments by New Seller: The undersigned hereby acknowledges and represents that assignment of the Agreement has occurred. The undersigned hereby agrees to assume all of Seller's obligations set forth in the Agreement and hereby agrees that this shall constitute (i) an acceptance and assumption of the obligations therein by the new Seller, and (ii) a release and discharge by Georgia Power of the former Seller with respect to such obligations from and after the effective date of this assignment. Total ownership as a percentage of aggregate designated annual capacity for the 2015/2016 ASI DG Program (including this transfer): Signature of New Seller This executed Notice is to be mailed to the following address at the time of signature by the New Seller: Georgia Power Company Renewable Development Project Manager Bin 20023 241 Ralph McGill Blvd. Atlanta, Georgia 30308 Appendix D - Page 2 of 2 Group B GPC-23173 Final APPENDIX E RENEWABLE ENERGY CREDITS REQUIREMENTS The following provisions apply with respect to all Environmental Attributes: 1. Georgia Power's right to the Environmental Attributes under this Agreement will in no way cause Georgia Power to be deemed an owner or operator of the Facility or cause Georgia Power to be responsible for the Facility's compliance with any legal requirements. 2. Georgia Power shall have the right to disclose such information publicly or to any third party, without the prior consent of Seller, as reasonably required in connection with the operation of Georgia Power's business, including disclosures: i. to any Person that purchases the Environmental Attributes from Georgia Power; ii. to any applicable governmental authority; iii. to any auditors or any entity that certifies or sets standards with respect to Environmental Attributes; and iv. as necessary for Georgia Power to defend, verify or substantiate its ownership of the Environmental Attributes under this Agreement. 3. Seller shall not sell or transfer any of the Environmental Attributes to any other entity. 4. Seller shall not utilize the Environmental Attributes or the electric energy generated with the Environmental Attributes to satisfy or comply with any applicable legal requirement or any voluntary or involuntary renewable energy requirement, including any renewable portfolio standard, renewable energy standard or any other similar standard or requirement. 5. Seller, nor any of its affiliates, shall not make any claim or statement in any form that the energy that was generated using solar photovoltaic technology or other sustainable, perpetual, renewable or other particular type of fuel, including claims: i. in any marketing or advertising materials; ii. any product content label or other disclosures regarding fuel mix; iii. any reports under any emissions trading program, public or private; or iv. any report or disclosure for purposes of complying with any applicable legal requirement of meeting any renewable portfolio standard, renewable energy standard, or carbon reduction initiative (whether voluntary or involuntary). Appendix E - Page 1 of 1 Group B GPC-23173 Final APPENDIX F Reserved Appendix F - Page 1 of 1 Group B GPC-23173 Final APPENDIX G ESCALATING PROGRAM PRICE SCHEDULE All values in cents/kWh Fixed Tilt Term Annual 25 Yr Period 2016 6.23 2017 6.62 2018 6.74 2019 6.98 2020 7.27 2021 7.72 2022 9.97 2023 10.44 2024 10.95 2025 11.36 2026 11.78 2027 12.22 2028 12.68 2029 13.15 2030 13.64 2031 14.15 2032 14.68 2033 15.23 2034 15.79 2035 16.38 2036 16.99 2037 17.63 Appendix G - Page 1 of 2 Group B GPC-23173 Final 2038 18.29 2039 18.97 2040 19.67 Appendix G - Page 2 of 2 Group B GP(1-2:), 73 Fund' APPENDIX H GEORGIA ENERG1 O4TA OPT l\lOPT OLT Georgia Energy Data is a website developed in partnership between Southface and Georgia State University's Geospatial Laboratory that allows users to explore information about Georgia's solar installations and companies (for more information visit georgiaenergyda(a.org). The Georgia Public Service Commission has endorsed Georgia Energy Data as a solar database that shows the rapid progress that the Georgia solar industryhas made in recent years. Georgia Power Company is not affiliated with Georgia Energy Data. Georgia Energy Data has requested that Georgia Power Company, in coordination with the Georgia Public Service C'ommission, provide information about solar installations installed by Sellers in Georgia Power's Advanced Solar Initiative for inclusion on Georgia Energy Data's website. Georgia Power Company will provide this information to Georgia Energy Data regarding Sellers and customers who authorize the release of the information for this purpose. Please check one of the two boxes below r f authorize Georgia Power Company to provide the following information about m.,„ solar installation to Georgia Energy Data for inclusion on the Georgia Energy Data website location ;by latitude and longitude coordinates); solar system manufacturer; solar system installer: installation/commercial operation date; capacity (kW), projected annual production kWhj electric service provider, customer class (nonresidential/residential): protect name (if non-residential) .17 1 do not authorize Georgia Power Company to release the above information about my solar installation to Georgia Energy Data. SELLER: Facility Address. Augusta.Georgia-MaHicks Water Treatment 1 731 Tobacco Road. Augusta. Georgia 30906 Seiler Company Name iifApphcahie Augusta. Georgia 'Jihtrizec, RerrtsenlatiNtz or Seller gnat ire AA-411s"/ ' Lc, Recresentdr3,C l'OT Seller Dr1111 Datz: Ciroup B OPC-2; T'3 Finai GEORGIA POVVEP COMPCUSTOMER (if not Seller Name Hardie Davis, Jr . Facility Address: Augusta, Georgi;a-Mal flicks Water Treatment 1731 Tobacco Road, Augusta, Georgia 30906 AuthoTized Representative ref Casiomer(Signature Authorized Representative to Customer(Prmi ): Hardie Davis, Jr , Mayor Georgia Power Company Account Number :3148.7-25029 Date: