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HomeMy WebLinkAbout2012 07.17 City Council Regular Agenda PLEASE FILL OUT A"REC ST TO SPEAK"FORM IF YOU WISH TO ADDR THE COUNCIL AT CALL TO THE PUBLIC OR ON ANY NON-PUBLIC HEARING I i EM PRACHe rG ° b • - City of Apache Junction U Z Home of the Superstition :Viollntains APACHE JUNCTION CITY COUNCIL CITY COUNCIL CHAMBERS 300 EAST SUPERSTITION BOULEVARD APACHE JUNCTION,ARIZONA 85219 REGULAR MEETING AGENDA July 17, 2012 7:00 PM A. CALL TO ORDER. B. INVOCATION AND PLEDGE OF ALLEGIANCE. c• ROLL CALL. D CONSENT AGENDA. The Council may, at this time,take single action on any or all items listed as consent agenda items These items may include, but are not limited to,acceptance of agenda, acceptance of minutes,appointments,acceptance of resignations and adoption of certain resolutions and other items which do not require a public hearing The Consent Agenda is a timesaving device of which the Mayor and City Council is to receive documentation on these items from the City Manager for their review prior to the meeting.Any member of the Council may remove any item from the Consent Agenda for discussion and cause a separate vote on the matter later in the agenda 1 Acceptance of Agenda. 2 Approval of Minutes of Regular Meeting of July 3, 2012. 3. Approval of Minutes of Special Meeting of July 3, 2012. E. AWARDS, PRESENTATIONS AND PROCLAMATIONS. Awards,presentations from other organizations, proclamations issued by the mayor,and acknowledgement of distinguished guests and visitors, and staff presentation of receipt of grant or donated funds are permitted at this time. 4 PRESENTATION OF THE COMMUNITY PARTNERSHIP AWARD TO REPUBLIC SERVICES. Presentation of the Community Partnership Award to Republic Services in recognition for their sponsorship of 4th of July fireworks in 2010, 2011 and 2012. 5 PROCLAMATION DESIGNATING AUGUST 2012 AS DROWNING IMPACT AWARENESS MONTH. Water Watchers at Phoenix Children's Hospital has requested this proclamation be read at a council meeting. Tina Gerola of the Apache Junction Fire District will be in attendance to accept the proclamation F. ANNOUNCEMENT OF CURRENT EVENTS. The Mayor or any member of Council may at this time present a brief summary of current events. However, no discussion shall take place on such items except for clarifying comments related to substance,time and location. G CITY MANAGER'S REPORT. The City Manager, members of City staff or those individuals designated by the Manager may present information pertinent to items under consideration or information related to the operation of the City There shall however be no discussion at this time except for clarification inquiries 6 MANAGER'S REPORT. H PUBLIC HEARINGS. Public hearings required by applicable law shall be conducted by the Council and any person shall be given the opportunity to speak.All remarks shall be addressed to the Council as a whole and not to any member thereof Such remarks shall be limited to five(5)minutes unless additional time is granted by the Mayor.This time limitation shall not apply to applicants and their agents appearing before the Council 7. BINGO LICENSE APPLICATION FOR BPO ELKS#2349 LOCATED AT 2455 N APACHE TRAIL. State law requires the council to hold a public hearing and recommend approval or denial to the Arizona Department of Revenue, Bingo Section 8 PROPOSED ORDINANCE NO. 1381, REPEALING,AMENDING AND READOPTING SECTIONS OF 1-16-19-C, 1-16-19- D AND 1-16-19-E ACCESSORY BUILDINGS AND STORAGE SHEDS OF THE CITY OF APACHE JUNCTION ZONING CODE, REGARDING HEIGHT, SIZE, LOCATION AND DESIGN REQUIREMENTS FOR ACCESSORY BUILDINGS. Approval of Ordinance No 1381 would amend the City of Apache Junction Zoning Code regarding size, height,location and design requirements for accessory buildings located in the R1-43 zoning district. On January 10, 2012,the Planning and Zoning Commission recommended a version of this proposed ordinance by a 4-3 vote 1 OLD BUSINESS. The Council shall consider any business that has been previously considered and which is still unfinished to include those items previously postponed or tabled.No member of the public shall be permitted to speak on these items unless invited to do so by the Mayor after first submitting a written request-to-speak form with the City Clerk 9 CONSIDERATION OF POWER PURCHASE AGREEMENT FOR SOLAR FACILITIES WITH SIEMENS INDUSTRIES. ALONG WITH CITY STAFF, REPRESENTATIVES OF SIEMENS AND SRP WILL BE PRESENT TO PRESENT AND DISCUSS THE AGREEMENT This consideration is regarding a proposed power purchasing agreement(PPA)with Siemens Industries for the installation and maintenance of solar panels as covered parking structures at city hall, multigenerational recreation center and library recently discussed at the July 2,2012 City Council Work Session Representatives from Siemens Technologies, SRP and city staff will give an overview of recent changes with the PPA,overview of the installation, maintenance and operational processes for city council's further consideration J. NEW BUSINESS. The Council shall consider any business not yet considered No member of the public shall be permitted to speak on these items unless invited to do so by the Mayor after first submitting a written request-to-speak form with the City Clerk. 10 APPOINTMENT TO FILL VACANCY ON THE PUBLIC SAFETY PERSONNEL RETIREMENT BOARD. This vacancy must be filled by an employee of the Apache Junction Police Department who is also a member of the Public Safety Personnel Retirement System The term will expire October 31, 2014 11. ACCEPTANCE OF RESIGNATION OF CONRAD PISINSKI FROM THE SUPERSTITION MOUNTAINS COMMUNITY --- FACILITIES DISTRICT BOARD OF DIRECTORS, DIRECTION TO STAFF ON FILLING THE VACANCY. This item allows council to accept Mr Pisinski's resignation and to instruct staff on the process for filling the vacancy K. COUNCIL DIRECTION TO STAFF. This item allows the Mayor and City Council to direct staff on specifically listed matters None L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES: 12 EXECUTIVE SESSION AT 5.45 P.M. AND WORK SESSION AT 7.00 P.M. FOR MONDAY, AUGUST 6, 2012. 13 EXECUTIVE SESSION AT 5.45 P.M. FOR TUESDAY, AUGUST 7, 2012. OTHER MEETINGS IF NECESSARY. M. CALL TO PUBLIC. At this time the public has the privilege to address the Council with requests,communications,comments or suggestions relating to City business that are not listed on the agenda All speakers must have already submitted a written"Request to Speak"form to the City Clerk no later than the conclusion of the City Manager's Report portion of the agenda If there is a group speaking on the same item,they should select a spokesperson All such remarks shall be addressed to the Council as a whole and not to any member thereof The Mayor is authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone becomes disorderly,uncivil, makes personal attacks or continues to speak about items that are not within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to act The Council may not answer questions of the speaker,discuss the matter with one another,but may,at the conclusion 1) respond to criticism by a speaker,2) ask the Manager to review a matter,3)ask the City Mar' r to place the matter on a future agenda. Each speaker must approach the podium, speak into the microphone, provide their name and auuress There is a three(3) minute time limit per speaker. N ADJOURNMENT. Copies of this agenda and additional information regarding any of the items listed above may be obtained from the City Clerk's office 300 East Superstition Boulevard,Apache Junction,AZ Monday through Thursdays,7 OOa—6 OOp,excluding holidays ,,.., If any person with a disability needs any type of accommodation,please notify the Human Resources Office,at (480)474-2617 or(480) 983-0095(TDD)at least 72 hours prior to the scheduled time CITY COUNCIL REGULAR MEETING JULY 3, 2012 The regular meeting of the City Council of the City of Apache Junction, Arizona, was held on July 3, 2012, at the Apache Junction City Council Chambers pursuant to the notice required by law. CALL TO ORDER Vice Mayor Dietz called the meeting to order at 7 . 12 p.m. INVOCATION Councilmember Wilson gave the Invocation. PLEDGE OF ALLEGIANCE Councilmember Waldron led the Pledge of Allegiance. ROLL CALL Councilmembers Present: Vice Mayor Dietz Councilmember Barker Councilmember Evans Councilmember Serdy Councilmember Waldron Councilmember Wilson (Mayor Insalaco was absent. ) Staff Present : City Manager George Hoffman Assistant City Manager Bryant Powell City Clerk Kathleen Connelly City Attorney Joel Stern Public Safety Director Jerald Monahan Economic Development Director Steve Filipowicz Others Present : Senior Planner Rudy Esquivias Supervisory Librarian Tracie Compton REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 1 OF 12 ACCEPTANCE OF CONSENT AGENDA Councilmember Barker MOVED THAT THE CONSENT AGENDA BE ACCEPTED AS PRESENTED; AND THAT RECEIPT OF THE 2011-2012 ANNUAL REPORT OF THE APACHE JUNCTION PUBLIC LIBRARY BE ACKNOWLEDGED; AND THAT APPROVAL BE GIVEN FOR THE CONTRACT RENEWAL BETWEEN THE GREATER PHOENIX ECONOMIC COUNCIL AND THE CITY OF APACHE JUNCTION FOR ECONOMIC DEVELOPMENT SERVICES IN THE AMOUNT OF $20, 963. 00; THAT AUTHORIZATION BE GIVEN TO THE MAYOR TO SIGN THE CONTRACT PENDING FINAL APPROVAL AS TO FORM BY THE CITY ATTORNEY; AND THAT COUNCILMEMBER SERDY BE REAPPOINTED AS THE CITY OF APACHE JUNCTION REPRESENTATIVE TO THE GREATER PHOENIX ECONOMIC COUNCIL BOARD OF DIRECTORS; AND THAT THE LEGAL ACTION OF THE CITIES OF APACHE JUNCTION AND CASA GRANDE VERSUS PINAL COUNTY BE RATIFIED RETROACTIVELY. Councilmember Wilson SECONDED THE MOTION. VOTE: Unanimous . The motion carried. AWARDS, PRESENTATIONS AND PROCLAMATIONS Vice Mayor Dietz announced there was to have been a presentation for the Community Partnership Award to Republic Services but it will be done at the next meeting. — ANNOUNCEMENT OF CURRENT EVENTS Councilmember Wilson commented the Gateway to the East Valley Summer Edition 2012 has an article on Central Arizona College and there is a picture of Goldfield Ghost Town promoting Apache Junction. Councilmember Barker announced last Wednesday she attended the Desert Peak Awards presented to regional partnerships by the Maricopa Association of Governments . Out of 9 awards given, the City of Apache Junction received two of them, one for the police REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 2 OF 12 department for partnering efforts in domestic violence and the other for the city for partnering with other cities for the Topaz Regional Wireless Cooperative. CITY MANAGER' S REPORT City Manager George Hoffman commented they will have a formal expression of thanks to Republic Services in two weeks and they � ► have the upcoming fireworks show. Councilmember Wilson stated he and Councilmember Serdy will be in the dunk tank for the Fourth of July Celebration. PUBLIC HEARINGS ORDINANCE NO. 1384, CASE AN-1-09, ANNEXATION OF APPROXIMATELY 50 ACRES OF VACANT STATE TRUST LAND AND ASSIGNING CITY ZONING TO SAID PROPERTY Senior Planner Rudy Esquivias briefed the council on the item. Vice Mayor Dietz opened the public hearing on the item. There being no one wishing to speak, he closed the public hearing. He asked if they needed a motion to postpone the item. City Attorney Joel Stern stated they do not know when this item will come back. City Clerk Kathleen Connelly stated it may come back with a different ordinance number. City Attorney Joel Stern stated they can make a motion to take no action. There was general discussion about making a motion to take no action. Councilmember Wilson MOVED THAT WE TAKE NO ACTION ON THIS ANNEXATION. REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 3 OF 12 Councilmember Barker SECONDED THE MOTION. VOTE: Unanimous . The motion carried. OLD BUSINESS PROFESSIONAL SERVICES AGREEMENT FOR OPERATION OF A LOCAL VISITOR INFORMATION CENTER Economic Development Director Steve Filipowicz briefed the council on the item. Mr. Larry Johnson, president and chief executive officer of the chamber, addressed the council . He stated the mayor had brought to his attention the concerns about referrals when people come into the visitor center and ask about businesses . If someone comes in and asks where a certain business is, they refer them to that business . They are not familiar with many businesses, home-based businesses and otherwise. About 3 months ago they purchased a laptop computer and placed it at the front desk. They set the home page as a search. They have trained one volunteer that is always at the front desk who can actually type in obscure businesses and see what results they get there . They cannot manage every business in the city. They cannot collect that type of data. Through this process they feel they can do a sufficient job in referring people per the questions that they ask. Councilmember Wilson asked what kinds of questions people ask. Mr. Larry Johnson stated one of the more obscure questions asked recently was how many turns are between Apache Junction and either Canyon Lake or Tortilla Flats . Some of the questions they have been asked he cannot mention in a public setting. A lot of people are in the visitors' center looking for things to do. They want to know about restaurants, attractions, the lure of the Apache Trail, the Lost Dutchman and the things the city is renowned for. They REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 4 OF 12 A. i. have a ton of people coming in for a phone book or a newspaper. It is a broad range of people that they interact with. The most common question is what they can do in Apache Junction. Councilmember Serdy commented he seems to see improvement every year. They are light years ahead of where they were under the previous director. He thinks the numbers are up, even in the bad economy, the numbers are continuing to go up. Mr. Larry Johnson stated the visitors' center numbers continue to climb. They were at 32, 000 in last year' s summary. The winter months are our apex It is where they are obviously busy. They are also trying to introduce events and have engaged in social media. The video they produced has been a popular item as well. Because it is visible through UTube, it is something that our realtors, businesses and anyone can use to connect to our website. We want to attract businesses and we have done just that . They have created Shop Local material that reflects the Superstitions and a shopping bag. They are trying their best to do all they can to improve the community, to make it more attractive and appealing to businesses, residents and visitors . They want to focus on economic development through tourism development because it is here. They do not have to build it, they do not have to build infrastructure. They already have the things to lure the people in. They want to utilize the assets we already have, the natural existing assets as well as the wonderful assets we have along the Trail, to drive traffic into and through our community. A. Vice Mayor Dietz asked if the 32, 000 included any hits on the website. Mr. Larry Johnson stated that is the amount of people that have actually walked through the door. Last month alone they had 400 phone calls; he estimated they have about 12, 000 phone calls annually. They had 1 . 8 million visits to the website on average the last 3 years . The tourism video is on there and they have some great photos of the mountain and the area . They also have Facebook where they are trying to continue to extend the reach and broaden their audience base. They are now connecting with many of the REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 5 OF 12 . . activity directors in the parks. They are trying to extend that olive branch and talk about more of the events and activities going on in the community. They are trying to get more winter visitors engaged in the things going on. They have a lot of things going on. His door is open to suggestions . They are here to be progressive and he thinks they are doing a good job. Councilmember Wilson commented he has been involved in several of the activities out here during which he has noticed an increase in the number of visitors from other countries . Last year he talked to a group of seven that came from Great Britain to Apache Junction. They came specifically for Lost Dutchman Days . They got the information from our website and from other people they talked to. They have set up a community of their own outside of London that they have made into an Old West-type of community where they ride horses not English-style . It is amazing to him how many foreign visitors are coming to Apache Junction to see it specifically. Councilmember Evans asked if the video could be played on the two city channels . City Manager George Hoffman stated he does not know if it is on there, but that is something they talked about at the retreat . If they are not doing it, then we need to try and get the multiplier effect. He does not know the answer at this time but he will get her one. Unless there is some reason he is not aware of, he thinks it is a very good idea. Vice Mayor Dietz commented they need to utilize the other channel that the city has . Councilmember Evans commented she thinks Larry does a great job promoting the city. Anybody that can manage that many volunteers and not have a drinking problem she is really impressed with. Councilmember Barker commented she believes they have answered the mayor' s problem in as much as they very specifically designate trying to keep the sales leakage from getting worse and hopefully drawing back on REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 6 OF 12 m. it . He had several examples that he meant to bring up that night and did not . It seems to her that if they are going to enhance city sales tax revenues then they have to be dealing with local merchants. They do not get sales tax from people outside the city. It seems to her that Steve is pushing the three year contract which she has no problem with. She believes the mayor was trying to say that he wanted the chamber to be here every year to make a presentation. She does not believe he would object to the three year contract He just wants input every year. City Clerk Kathleen Connelly stated they perhaps should add an additional sentence in the contract saying that on an annual basis there shall be a status report or something. City Manager George Hoffman commented it is already an internal goal of the chamber to try to reach out at least quarterly. That is why they have been seeing chamber representatives . He assumes that is not a problem. Mr Larry Johnson stated it is not . They do not want to be redundant, which is why they report to them quarterly on some of the things that they are engaged in. They already have things in the works in the chamber to reverse some of the leakage they were referring to. They are already addressing a lot of concerns . Councilmember Barker commented she recognizes the difficulty in having a chamber with this membership and having this other piece which involves a few of these and a whole lot of these over here. If the residents' cash is going into promoting their own community, then that is what they want to promote. Mr. Larry Johnson agreed. City Manager George Hoffman commented they have a vastly improved and more productive relationship with chamber leadership. They are partnering with us with things like how to bring more events into the downtown. At the last meeting Larry brought a very broad-based, big REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 7 OF 12 picture view to the discussion. It was a valuable contribution The chamber is part of the East Valley Chamber of Commerce Alliance. It is a private sector-oriented group. They consider comments to the state legislature. They reached out to Bryant and him and asked if they have perspectives to share with them. They do not have to do that . They are seeking to gather our point of view. They have to make their own recommendation back to that larger group but he values the fact that they would ask the question and meaningfully accept their point of view. Mr. Larry Johnson stated this is a collective effort and it takes everyone in this room to make it happen. We all have to be on the same page . Vice Mayor Dietz commented they can Dust go forward and that is where they are headed Councilmember Serdy commented the Office of Tourism is pushing spring training and they have targeted all the cities, especially the California cities and Chicago, which benefits us the most . He asked if there is a way to build on spring training and get more awareness that Apache Junction is out here. They are seeing more and more younger visitors than they used to have. Mr. Larry Johnson stated some of their strategies are to include partnerships with attractions along the Trail. He is trying to find ways of combining that with a brochure they are producing that is a regional brochure. It will be called the Apache Trail Attractions Brochure If they would chip in and create potentially more of these brochures, they could actually allocate more funding for advertising in the spring training guides, Gateway Magazine and things like that . They have a lot of things in the works, but they have a small budget to work with. He has to reach out to partners, reach out to the city and businesses, and get everyone on the same page . There was general discussion about a team that was here a long time ago. Councilmember Serdy commented one of their goals is to have quarterly events . They have Lost REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 8 OF 12 Dutchman Days in the spring, tomorrow is the Fourth of July Celebration, the chamber Festival of the Superstitions, getting bigger every year, is in the fall. Councilmember Barker stated the Christmas Parade is in the winter. Councilmember Serdy thanked Larry for all his hard work as a lot of the time he does it on his own. Economic Development Director Steve Filipowicz commented Sunny AZ Marketing Consortium has a special part of a page geared towards spring training. It is a very important 30 to 35 day window in February and March. You can walk into the chamber and see the volunteers; they are trying to do their best to welcome everyone and disseminate the information Although the city did not pay for it, Mike' s Road Trip did a special one on hiking Silly Mountain. We have that loaded and linked on the web page. On generic referrals, he would say that when a prospect walks in the chamber door or says he is looking for space and wants to bring his company here, they are meticulous about not trying to do the city' s job. They make sure he and Janine are involJed from the very outset City Manager George Hoffman asked if there are changes to the contract that the council has been provided. Vice Mayor Dietz commented he .. has not even looked it over. He thought they were to look it over and get with Steve on any changes they might have. It is hard to make changes when it is given to them right now. City Manager George Hoffman stated he went through them. If they know of any, they can express them. City Clerk Kathleen Connelly stated the term seems to be one unanswered question. She asked if they wanted a one year term or a three year term. REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 9 OF 12 There was a general discussion on the length of the term. The consensus was a three year term with the annual overview. Councilmember Barker commented it is very plain. It says the parties are making it by mutual agreement to renew or extend. It is not a flat, three year contract. There is a stipulation that allows any party to make changes . It is another good reason to come back at that point. Vice Mayor closed the discussion with no motion being given at this time and moved on to the next item. NEW BUSINESS None. COUNCIL DIRECTION TO STAFF None . SELECTION OF MEETING DATES, TIMES. LOCATIONS, AND PURPOSES Councilmember Barker MOVED THAT AN EXECUTIVE SESSION AT 5: 45 P.M. AND A WORK SESSION AT 7 . 00 P M. BE HELD ON MONDAY, JULY 16, 2012, IN THE CITY COUNCIL CONFERENCE ROOM AND CITY COUNCIL CHAMBERS, RESPECTIVELY; AND THAT AN EXECUTIVE SESSION AT 5: 45 P.M. BE HELD ON TUESDAY, JULY 17, 2012 IN THE CITY COUNCIL CONFERENCE ROOM. emS Councilmember Waldron asked if there would be a regular meeting that night . City Clerk Kathleen Connelly stated the regular meeting is already set by city code. They do not need to make a motion. Councilmember Wilson SECONDED THE MOTION. VOTE: Unanimous . REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 10 OF 12 The motion carried. CALL TO THE PUBLIC: Ms . Tess Nesser, 1511 S. Cactus, Apache Junction addressed the council regarding a fireworks sign located at Idaho Road and State Route 88 . �• Vice Mayor Dietz commented he believes staff can take care of that and let public works know, and ADOT will take care of campaign signs there. ADJOURNMENT Vice Mayor Dietz adjourned the meeting at 8 : 03 p m. Consent Agenda Items are as follows: 1 . Acceptance of Agenda. 2 . Approval of Minutes of Regular Meeting of June 19, 2012 . 3 . Acknowledge receipt of the 2011-2012 Annual Report of the Apache Junction Public Library. 4 . Consideration of contract renewal with the Greater Phoenix Economic Council (GPEC) for economic development services and reappointment of Councilmember Serdy as the City of Apache Junction representative to the GPEC Board of Directors . 5 . Retroactive ratification for the legal action, cities of Apache Junction and Casa Grande v. Pinal County. ACCEPTED THIS 17TH DAY OF JULY, 2012, BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA. SIGNED AND ATTESTED TO THIS 17TH DAY OF JULY, 2012 . JOHN S . INSALACO Mayor REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 11 OF 12 ATTEST: KATHLEEN CONNELLY City Clerk eN CITY COUNCIL MINUTES CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular meeting of the City Council of the City of Apache Junction, Arizona, held on the 3rd day of July, 2012 . I further certify that the meeting was duly called and held and that a quorum was present. Dated this 10th day of July, 2012 . KATHLEEN CONNELLY City Clerk ems REGULAR MEETING OF THE CITY COUNCIL JUNE 19, 2012 PAGE 12 OF 12 CITY COUNCIL SPECIAL MEETING JULY 3, 2012 The special meeting of the City Council of the City of Apache Junction, Arizona, was held on July 3, 2012, at the Apache Junction City Council Chambers pursuant to the notice required by law. CALL TO ORDER Vice Mayor Dietz called the meeting to order at 7 : 00 p.m. ROLL CALL Councilmembers Present: Vice Mayor Dietz Councilmember Barker Councilmember Evans Councilmember Serdy Councilmember Waldron Councilmember Wilson (Mayor Insalaco was absent . ) Staff Present : City Manager George Hoffman Assistant City Manager Bryant Powell City Clerk Kathleen Connelly City Attorney Joel Stern Public Safety Director Jerald Monahan Finance Director Donna Meinerts ... Human Resources Director Liz Riley Economic Development Director Steve Filipowicz Assistant to the City Manager Matt Busby Others Present : Parks Superintendent Nick Blake Supervisory Librarian Tracie Compton City Magistrate James Hazel Senior Planner Rudy Esquivias Captain Troy Mullender SPECIAL MEETING OF THE CITY COUNCIL JULY 3, 2012 PAGE 1 OF 5 Captain Arnold Freeman Recreation Superintendent Liz Langenbach DISCUSSION ON TENTATIVE BUDGET FOR FISCAL YEAR 2012-2013 City Manager George Hoffman briefed the council on the item. Councilmember Wilson commented when they came out with the green changes, he appreciated the final page of it as it helped him to see what was going on in regards to the number of people they had in each department last year and the number being requested for this fiscal year. City Manager George Hoffman thanked the council for letting staff know how they would like to see data. Councilmember Barker thanked staff for the incredible work done on it . Vice Mayor Dietz commented everyone did a fantastic job. He then closed the item and moved on to the next item. PUBLIC HEARING. TENTATIVE BUDGET FOR FISCAL YEAR 2012-2013 Vice Mayor Dietz opened the public hearing on the item. There being no one wishing to speak, he closed the public hearing and moved on to the next item. RESOLUTION NO. 12-25, ADOPTION OF TENTATIVE BUDGET FOR FISCAL YEAR 2012-2013 AND GIVING NOTICE OF FINAL BUDGET ADOPTION Vice Mayor Dietz called for a motion. SPECIAL MEETING OF THE CITY COUNCIL JULY 3, 2012 PAGE 2 OF 5 Councilmember Barker MOVED THAT RESOLUTION NO. 12-25, A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, FOR THE ADOPTION OF THE TENTATIVE BUDGET FOR THE CITY OF APACHE JUNCTION, ARIZONA, FOR FISCAL YEAR 2012-2013, HEREWITH SETTING FORTH THE TENTATIVE ESTIMATES FOR THE MONIES NECESSARY FOR THE PUBLIC EXPENSES OF THE CITY OF APACHE JUNCTION, ARIZONA, FOR THE FISCAL YEAR 2012-2013 AND GIVING NOTICE OF THE TIME AND PLACE FOR HEARING TAXPAYERS FOR THE ADOPTION OF THE FINAL BUDGET, AND DECLARING AN EMERGENCY, BE APPROVED; AND I FURTHER MOVE THAT CITY OFFICES AND FACILITIES BE CLOSED WHERE POSSIBLE ON MONDAY, DECEMBER 24, 2012 AND THAT WE APPROVE: (1) 8 HOURS OF TEMPORARY PERSONAL LEAVE FOR DECEMBER 24, 2012 FOR FULL TIME CAREER STATUS EMPLOYEES WHO WORK THE EQUIVALENT OF A 5 DAY/8 HOURS PER DAY SCHEDULE AT 40 HOURS PER WEEK; (2) 10 HOURS OF TEMPORARY PERSONAL LEAVE FOR DECEMBER 24, 2012 FOR FULL TIME CAREER STATUS EMPLOYEES WHO WORK A 4 DAY/10 HOURS PER DAY SCHEDULE AT 40 HOURS PER WEEK; (3) 5 HOURS OF TEMPORARY PERSONAL LEAVE FOR DECEMBER 24 , 2012 FOR PART TIME CAREER STATUS EMPLOYEES WHO REGULARLY WORK 24 TO 31 HOURS PER WEEK. THIS ALL SHALL BE SUBJECT TO THE FOLLOWING TERMS: (1) THIS LEAVE SHALL BE PLACED IN A SEPARATE BILLING ACCOUNT APART FROM VACATION AND SICK LEAVE. (2) IT WILL BE CONSIDERED STRAIGHT TIME AND WILL NOT BE CONSIDERED IN THE CALCULATION OF OVERTIME OR CAUSE AN EMPLOYEE TO BE PAID FOR OVER 40 HOURS IN A WORK WEEK. (3) FOR THOSE EMPLOYEES WHO MUST WORK ON DECEMBER 24, 2012, THIS LEAVE WILL ONLY BE AVAILABLE FOR USE BEGINNING DECEMBER 24, 2012 AND UP TO AND INCLUDING JUNE 30, 2013 . (4) THERE WILL BE NO CARRYOVER OF THIS LEAVE BEYOND JUNE 30, 2013. .► (5) PRIOR TO TAKING THIS LEAVE, AN EMPLOYEE SHALL OBTAIN APPROVAL FROM HIS/HER DEPARTMENT DIRETOR. (6) IT SHALL BE EXTENDED TO NON-EXEMPT AND EXEMPT CITY EMPLOYEES WHO REGULARLY WORK 24 HOURS OR MORE PER WEEK. (7) IT SHALL BE EXTENDED TO ONLY THOSE EMPLOYEES WHO ARE AN EMPLOYEE OF RECORD ON OR BEFORE DECEMBER 2, 2012 . (8) IT SHALL NOT BE INCLUDED IN ANY PAY OUT PROVISIONS OR AGREEMENTS . (9) THE CITY MANAGER IS AUTHORIZED TO MAKE FINAL ADMINISTRATIVE ADJUSTMENTS TO THESE TERMS. Councilmember Wilson SECONDED THE MOTION. SPECIAL MEETING OF THE CITY COUNCIL JULY 3, 2012 PAGE 3 OF 5 VOTE: Unanimous. The motion carried. RESOLUTION NO. 12-26, DECLARING AS A PUBLIC RECORD AND ADOPTING THOSE CERTAIN DOCUMENTS ENTITLED "CLASSIFICATION PLAN FOR FISCAL YEAR 2012-2013" AND "COMPENSATION .� PLAN FOR FISCAL YEAR 2012-2013" City Manager George Hoffman briefed the council on the item. Vice Mayor Dietz called for a motion. Councilmember Waldron MOVED THAT RESOLUTION NO. 12-26, A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, DECLARING AS A PUBLIC RECORD AND ADOPTING CERTAIN DOCUMENTS FILED WITH THE CITY CLERK ENTITLED "THE CLASSIFICATION PLAN FOR FISCAL YEAR 2012- 2013 WITH A REVISION DATE OF JULY 3, 2012" AND "THE COMPENSATION PLAN FOR FISCAL YEAR 2012-2013"; AND DECLARING AN EMERGENCY, BE APPROVED. Councilmember Barker SECONDED THE MOTION. VOTE: Unanimous The motion carried. p ADJOURNMENT Vice Mayor Dietz adjourned the meeting at 7 . 11 p m. ACCEPTED THIS 17TH DAY OF JULY, 2012, BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA. SIGNED AND ATTESTED TO THIS 17TH DAY OF JULY, 2012 . SPECIAL MEETING OF THE CITY COUNCIL JULY 3, 2012 PAGE 4 OF 5 JOHN S . INSALACO Mayor ATTEST: KATHLEEN CONNELLY City Clerk CITY COUNCIL MINUTES CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the special meeting of the City Council of the City of Apache Junction, Arizona, held on the 3rd day of July, 2012 . I further certify that the meeting was duly called and held and that a quorum was present . Dated this 9th day of July, 2012 . KATHLEEN CONNELLY City Clerk SPECIAL MEETING OF THE CITY COUNCIL JULY 3, 2012 PAGE 5 OF 5 ROLL CALL VOTE NOTES: 1 / (-12 1 1 i i G'L ITEM # MEETING OF (i)MOTION BY: SECONDED BY: C4 YE�6 NO ABSTAINED COUNCILMEMBER EVANS V COUNCILMEMBER BARKER I VICE MAYOR DIETZ V COUNCILMEMBER WALDRON 4 COUNCILMEMBER SERDY COUNCILMEMBER WILSON ✓ L \ / UNANI OUS IN FAVOR OPPOSED ABSTAINED TOTAL CONSENT AGENDA ITEMS NO. 1-3 I MOVE THAT THE CONSENT AGENDA BE ACCEPTED AS PRESENTED ACHE �/J°� ` Gy`�a 00 D_f A ache Junction Home o/ the .S upet:rlition 2v!om/tiai11.� aa,zost- Print TO: City Manager's Office FROM: Mayor John S. Insalaco DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: Revenue Development TITLE OF AGENDA ITEM: PRESENTATION OF THE COMMUNITY PARTNERSHIP AWARD TO REPUBLIC SERVICES ACTION REQUESTED: Information Only (No discussion) DISCUSSION / BACKGROUND INFORMATION: Presentation of the Community Partnership Award to Republic Services in recognition for their sponsorship of 4th of July fireworks in 2010, 2011 and 2012 FISCAL IMPACT: OPTIONS/ALTERNATIVES: RECOMMENDATION• ATTACHMENTS: Click to download No Attachments Available os AC HF� ° Gti° of A r C z the Junction Home of the S per:ctrtion Mountains RRr2°s* Print TO: City Manager's Office FROM: Kathy Connelly, City Clerk DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: Communication/Outreach TITLE OF AGENDA ITEM: PROCLAMATION DESIGNATING AUGUST 2012 AS DROWNING IMPACT AWARENESS MONTH. ACTION REQUESTED: Presentation and Discussion DISCUSSION / BACKGROUND INFORMATION: Water Watchers at Phoenix Children's Hospital has requested this proclamation be read at a council meeting Tina Gerola of the Apache Junction Fire District will be in attendance to accept the proclamation FISCAL IMPACT: OPTIONS/ALTERNATIVES: RECOMMENDATION: ATTACHMENTS: Click to download ❑ proclamation vrociamation DROWNING IMPAG I AWARENESS MONTH AUGUST 2012 WHEREAS, Drow nmg Impact Awareness Month will raise awareness that the number and impact of child drownings in Arizona affects everyone,and WHEREAS, the drowning incidents in Arizona take the tic es of the equivalent of a classroom of children each year,and WHEREAS, a child drowning can happen to any family regardless of education,race or soeio-economy background,and WHEREAS, families can take simple steps to protect their children around water to avoid the tragedy of the unnecessary loss of life,and WHEREAS, water safety remains a priority for Arizona families, communities,and gos ernment,and Water Watchers at Phoenix Children's Hospital, and WHEREAS, keeping children healthy and safe is the goal of Water Watchers of Phoenix Children's Hospital, tire departments and other prevention institutions in Arizona, raising awareness will increase understanding and education of effectis e w ays to prevent dross rungs \OW, THEREFORE, I, John S. Insalaco, May•ir of the Cuh of Apache Junction,Arizona,do hereby proclaim kugust 1 through 31,2012 as DROWNING IMPACT AWARFNE4 S 11O\III in the City of Apache Junction Signed and attested to this <�S day of r/i It t ,2012. Amok :JOHJN S INSAL ACO May or Arrusl. ?/ t/ KATHLEEN CONNEL.L1' City C lerk O P5.ACHe4. = (ity of Apache Junction Home of the Siiper:c7ttioiz *l otlfttcrllzs 4Rlzo14 ' Print TO: City Manager's Office FROM: George Hoffman, City Manager DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: TITLE OF AGENDA ITEM: MANAGER'S REPORT. ACTION REQUESTED: DISCUSSION / BACKGROUND INFORMATION: FISCAL IMPACT: OPTIONS/ALTERNATIVES: RECOMMENDATION: ATTACHMENTS: Click to download No Attachments Available PUBLIC HEARING 1. For BINGO LICENSE APPLICATION FOR BPO ELKS #2349 2. Will CITY CLERK KATHLEEN CONNELLY speak to the Council? 3. Will the applicant or spokesperson please speak to the Council on this item? 4. Is there anyone from the public who wishes to speak on this item? (Are there any "Request to Speak" forms?) 5. If not,this hearing is closed. 6. Is there any discussion? 7. Call for a motion. 8. Call for a second. 9. Roll call vote. AIM PpRCHf 0.. GyOr Q zty of Apache junction Z Home of the .Super rtttron :1-low/tains 4Rl2Ot Print TO: City Manager's Office FROM: Kathy Connelly, City Clerk DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: Required by Federal Law or State Statute TITLE OF AGENDA ITEM: BINGO LICENSE APPLICATION FOR BPO ELKS#2349 LOCATED AT 2455 N APACHE TRAIL. ACTION REQUESTED: Recommendation for Approval DISCUSSION / BACKGROUND INFORMATION: State law requires the council to hold a public hearing and recommend approval or denial to the Arizona Department of Revenue, Bingo Section FISCAL IMPACT: OPTIONS/ALTERNATIVES: RECOMMENDATION: ATTACHMENTS: Click to download ❑ cover memo ❑ application ❑ application part 2 U application part 3 U applicant letter ❑ department memo ❑ planning recommendation ❑ police recommendation U fire district recommendation JULY 5, 2012 MEMORANDUM TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL THROUGH GEORGE R HOFFMAN, CITY MANAGER THROUGH KATHLEEN CONNELLY, CITY CLERK FROM JAN MASON, DEPUTY CITY CLERK SUBJECT AGENDA ITEM FOR JULY 17, 2012 BINGO LICENSE APPLICATION FOR BPO ELKS #2349 A Bingo License Application has been submitted for the BPO Elks#2349 located at 2455 N Apache Trail in Apache Junction Pursuant to Title V, Chapter 4, Article 2, of the Arizona Revised Statutes, the "local governing body" shall hold a hearing and recommend approval or disapproval of the application to the Arizona Department of Revenue, Bingo Licensing Authority I have attached the responses from the planning department, police department and fire district, all recommending approval of the application «'iili:`.' ,. Arizona Department of Revenue • Bingo Section ►L. Phoenix. (602) 716-7801 ern APPLICATION FOR BINGO LICENSE Complete all information on this form If you do not complete all information,your application will be returned All information is subject to verification If you need more space, attach additional sheets Falsification of information contained in this application constitutes a Class 6 felony. All bingo licenses expire one year from the date of issue To continue conducting bingo games you must renew your license prior to the expiration date For Department of Revenue Use Only REVIEWER'S NAME(please prin() DATE ❑ Approved ❑ Disapproved License Classification ❑ Class A Q Class B 0 Class C [LICENSE NUMBER TERM OF LICENSE From To Type or print in black ink. 1 APPLICANTS NAME 2 TELEPHONE NUMBER WITH AREA CODE 8 P 0 ELKS#2349 (480)982-2349 __ __. -- 3a ADMINISTRATIVE OFFICE LOCATION 4a MAILING ADDRESS 2455 N. APACHE TRAIL P 0 BOX 459 3b CITY STATE ZIP CODE 4b CITY STATE ZIP CODE Auk, APACHE JUNCTION AZ 85119 APACHE JUNCTION AZ 85117 5 Class B and Class C license applicants only- If applying as a qualified organization Indicate the type of organization Check one box 0 Charitable ❑ Social 0 Religious ❑Veterans 0 Fraternal ❑ Volunteer Fire Department ❑ Homeowners Association ❑ Nonprofit Ambulance Service 6 Class B and Class C license applicants only• If applying as a qualified organization give the name and address of your one parent or auxiliary PARENT ;AUXILIARY 6a Benevolent and Protective Order of Elks 16b ADDRESS-NUMBER AND STREET RURAL RT APT NO 'ADDRESS NUMBER AND STREET RURAL RT APT NO 2750 North Lakeveiw Ave CITY STATE ZIP CODE CITY STATE ZIP CODE Chicago It. 60614-1889 7 Class B and Class C license applicants only If applying as a qualified organization indicate the date your organization was established in Arizona 1 0,51 1,81 1,9,6,61 ADOR 71 1010f(412.e) Continued on page 2 4 eN ARI ZONA DEPARTMENT OF REVENUE APPLICATION FOR BINGO LICENSE 8 Class B and Class C license applicants only. If applying as a qualified organization list current officers NAME NAME 8a RALPH HENDERSON 8b MARVIN RUSSELL TITLE TITLE EXALTED RULER J SECRETARY ADDRESS-NUMBER AND STREET,RURAL RT APT NO ADDRESS NUMBER AND STREET RURAL RT APT NO 1899 S MORENO ST 4431 N WOLVERINE PASS RD. CITY STATE ZIP CODE CITY STATE ZIP CODE APACHE JUNCTION AZ 85120 APACHE JUNCTION AZ 85119 NAME NAME Sc PATRICIA GILLE 8d STEVE DANIEL IrIN TITLE TITLE TREASURER CHAIRMAN OF TRUSTEES ADDRESS NUMBER AND STREET,RURAL RT,APT NO ADDRESS NUMBER AND STREET RURAL RT APT NO 2690 S VAL VISTA RD 164 S GERONIMO RD. CITY STATE ZIP CODE CITY STATE Z=P CODE APACHE JUNCTION AZ 85119 _APACHE JUNCTION AZ 85119 9 Class B and Class C license applicants only Bingo checking account information 1111111.111111— Checking Account Number ^ C 6"` 'c Bank Name and Branch /`� i��`__.!_. �� /� • I " ( — 0- �� �� 10 Class B and Class C license applicants only Bingo interest-beannq account information Account Number Bank Name and Branch 11 Class B and Class C license applicants only. List all officers andtor supervisors authorized to sign checks from the accounts listed above I+applying as a qualified organization ail supervisors must be members of the applicant. NAME NAME lie PATRICIA GILLE 11b BYRON RUSSELL TITLE TITLE TREASURER LEADING KNIGHT ADDRESS-NUMBER AND STREET RURAL RT APT NO ADDRESS NUMBER AND STREET RURAL RT,APT NO 2690 S VAL VISTA RD 4431 N WOLVERINE PASS RD CITY STATE ZIP CODE CITY STATE ZIP CODE PIN APACHE JUNCTION AZ 85119 APACHE JUNCTION AZ 85119 12 List the name(s)of the one or two persons who will serve as managers If applying as a qualified organization these persons must be members of the applicant Each person must submit an affidavit NAME NAME 12s CYNTHIA PIERSON 12b MARVIN RUSSELL TITLE TITLE CLUB MANAGER SECRETARY ADDRESS NUMBER AND STREET,RURAL RT APT NO ADDRESS-NUMBER AND STREET RURAL RT,APT NO 939 N ACACIA RD.#12 4431 N WOLVERINE PASS RD CITY STATE ZIP CODE CITY STATE ZIP CODE APACHE JUNCTION AZ 85119 APACHE JUNCTION AZ 85119 13 List the name of the one person designated as proceeds coordinator If applying as a qualified organization.this person must be an officer or director and a member of the applicant Each person must submit an affidavit NAME ADDRESS-NUMBER AND STREET RURAL RT APT NO. MARVIN RUSSELL 4431 N WOLVERINE PASS RD TITLE CITY STATE ZIP CODE i SECRETARY APACHE JUNCTION AZ 85119 ADOR 71 Jolo(axe) Page 2 of 5 ARIZONA DEPARTMENT OF REVENUE APPLICATION FOR BINGO LICENSE 14 List the name(s)of the person(s)who will serve as supervisor If applying as a qualified organization each person must be a member of the applicant Each person must submit an affidavit NAME NAME 14a CYNTHIA PIERSON 14b LOUREE WAMPLER TITLE TITLE CLUB MANAGER CHAIRMAN OF HOUSE COMMITTEE ADDRESS NUMBER AND STREET,RURAL RT.APT NO ADDRESS•NUMBER AND STREET RURAL RT,APT NO 939 N.ACACIA RD#12 455 N HILTON RD CITY STATE ZIP CODE CITY STATE ZIP CODE APACHE JUNCTION AZ 85119 APACHE JUNCTION AZ 85119 NAME NAME 14c LYNDIA VON STEIN i4d PATRICIA GILLE TITLE TITLE HOUSE COMMITTEE TREASURER ADDRESS NUMBER AND STREET,RURAL RT,APT NO ADDRESS NUMBER AND STREET,RURAL RT APT NO 1244 N BOYD RD 2690 S VAL VISTA RD CITY STATE ZIP CODE CITY STATE ZIP CODE APACHE JUNCTION AZ 85119 APACHE JUNCTION AZ 85119 r*'dR 7 15 List the name(s)of the person(s)who will serve as assistants If applying as a qualified organization each person must be a member or new member of the applicant Except for Crass A`licensees, each person must submit an affidavit NAME NAME 15a BYRON RUSSELL 15b DENNIS MACK NAME NAME 15e BILLIE CODY 15d WILLIAM KIMBALL NAME NAME 15e VIRGINIA JUDD 15f TOMAS KAIN NAME NAME � 15g DOUG VON STEIN 15h MARY SCHUCHARD �( i tj/ 16 Street address of the physical location where bingo will be played 17 Indicate the time on each respective day that bingo veil'be played Monday ❑AM ❑ PM Friday Q AM ❑ PM Tuesday ❑AM ❑ PM Saturday ❑AM ❑ PM Wednesday ❑AM ❑ PM Sunday 2.00 ❑AM _4 PM Thursday ❑AM ❑ PM 18 List dates of proposed game cancellation if any 12/23/2012 19 Indicate the type of premises where bingo will be played Check c'iµ box(Hoe 1.9 r ir't,n es on page 4) a 0 Neither rent nor mortgage will be paid from bingo funds b ❑ Rented or leased Attach rental affidavit and copy of rental agreement LANDLORDS NAME ADDRESS-NUMBER AND STREET RURAL RT APT NO. TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE c ® Owned sorely by the organization Attach pony of mortgage, deed al trust,purchase agreement escrow agreement etc HOLDER OF MORTGAGE ADDRESS NUMBER AND STREET,RURAL RT APT NO TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE ADOR 71-1010f(4I06) Page 3 of 5 ARIZONA DEPARTMENT OF REVENUE APPLICATION FOR BINGO LICENSE 14 List the name(s)of the person(s)who will serve as supervisor If applying as a qualified organization each person must be a member of the applicant Each person must submit an affidavit NAME NAME 14a ANN LINENDOLL 14b TITLE TITLE CHAPLAIN ADDRESS NUMBER AND STREET RURAL RT APT NO ADDRESS-NUMBER AND STREET RURAL RT APT NO P O BOX 1159 CITY STATE ZIP CODE CITY STATE ZIP CODE APACHE JUNCTION AZ 85117 NAME NAME 14c 14d TITLE TITLE ADDRESS NUMBER AND STREET RURAL RT APT NO -ADDRESS NUMBER AND STREET RURAL RT APT NO CITY STATE ZIP CODE CITY STATE ZIP CODE 15 List the name(s)of the person(s)who will serve as assistants If applying as a qualified organization,each person must be a member or new member of the applicant Except for'Class A"licensees each person must submit an affidavit NAME NAME 15a MARGARET BORASSA 16b GEORGIANNA MUNYON NAME NAME 15c STEVE MUNYON 15d NAME NAME 15e 16f NAME NAME 15g 16h 16 Street address of the physical location where bingo will be played 17 Indicate the time on each respective day that bingo will be played Monday ❑AM ❑PM Friday ❑AM ❑ PM Tuesday ❑AM ❑PM Saturday ❑AM ❑ PM Wednesday ❑AM ❑PM Sunday ❑AM in PM Thursday ❑AM 0 PM 18 List dates of proposed game cancellation if any 19 Indicate the type of premises where bingo will be played Check u e box(`: e a li,-;)fs on page 4) a ❑Neither rent nor mortgage will be paid from bingo funds b ❑ Rented or leased Mach rental affidavit and copy of rental agreement LANDLORD'S NAME ADDRESS NUMBER AND STREET RURAL RT APT NO TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE c ❑Owned solely by the organization Attach Gaze of mortgage deed of trust purchase agreement escrow agreement etc HOLDER OF MORTGAGE ADDRESS NUMBER AND STREET RURAL RT APT NO TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE ADOR 71 1010E(am) Page 3 of 5 oloiN ARIZONA DEPARTMENT OF REVENUE APPLICATION FOR BINGO LICENSE 19d 0 Owned jointly with other organization Attach copy of mortgage,deed of trust,purchase agreement, escrow agreement, etc. HOLDER OE MORTGAGE ADDRESS NUMBER AND STREET,RURAL RT,APT NO 1) TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE CO-OWNER HOLDER ADDRESS-NUMBER AND STREET RURAL RT APT NO 2) TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE CO-OWNER HOLDER ADDRESS NUMBER AND STREET RURAL RT APT NO 3) TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE !� 20 List bingo licensees who are or will be conducting bingo in the same premises as you and those licensees located within 1,000 feet of your premises NAME NAME 20a 20b ADDRESS NUMBER AND SI REET RURAL RT APT NO ADDRESS NUMBER AND STREET RURAL RT APT NO CITY STATE ZIP CODE CITY STATE ZIP CODE 21 Expected bingo expenses(line 21 continues on page 5) a Mortgage $ 0<00 per month PAYABLE TO ADDRESS NUMBER AND STREET RURAL RT APT NO TELEPHONE NUMBER W TH AREA CODE CITY STATE ZIP CODE b Rent S 0.00 per 0 month ❑hour ❑occasion PAYABLE TO ADDRESS NUMBER AND STREET RURAL RT APT NO, TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE c Janitorial Services $ 33 50 per in month 0 hour El occasion PAYABLE TO ADDRESS NUMBER AND STREET RURAL RI APT NO PAID EMPLOYEES t VARIES TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE d Accounting Services $ 14.00 per 0 month 0 hour _4 occasion PAYABLE TO ADDRESS NUMBER AND STREET RURAL RT. APT NO GENE CORYELL 4953 S STRIKE IT RICH DRIVE TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE (907)522-0071 GOLD CANYON AZ 85118 e Security Services $ 2 00 per 1 month 0 hour 123 occasion PAYABLE TO ADDRESS-NUMBER AND STREET RURAL RT APT NO BONDS ALARM CO 4040 E CAMELBACK RD #250 TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE (602)955-3990 PHOENIX AZ 85018 ADOR 711 1010f WOO) P8ge 4 Of eiN r^ ARIZONA DEPARTMENT OF REVENUE APPLICATION FOR BINGO LICENSE 21 Expected Bingo Expenses,continued.. 1 Bingo Supplies $300 00 per YEAR 'PAYABLE TO ADDRESS-NUMBER AND STREET.RURAL RT APT NO ALLIED BINGO SUPPLIES 1520 S POWERLINE RD, SUITE C 'TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE (800)338-2762 �f DEERFIELD BEACH FL 33442 g Maximum prize payout per occasion $ -? /,, Attach game schedule that lists individual prize amounts PAID TO ADDRESS-NUMBER AND STREET,RURAL RT,APT NO TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE h Utilities Expenses ELECTRIC(payable to) ADDRESS-NUMBER AND STREET.RURAL RI APT NO SALT RIVER PROJECT P 0 BOX 295 ACCOUNT NUMBER MONTHLY AMOUNT CITY STATE ZIP CODE $150 00 PHOENIX AZ 85178 GAS(payable to) ADDRESS-NUMBER AND STREET RURAL RT APT NO AERO PROPANE P O BOX 4980 ACCOUNT NUMBER 1MONTHLY AMOUNT CITY STATE ZIP CODE Is 19.00 APACHEJUf CTION AZ 85178 WATER(payable to) ADDRESS-NUMBER AND STREET RURAL RI APT NO ARIZONA WATER CO P 0 BOX 29098 ACCOUNT NUMBER MONTHLY AMOUNT CITY STATE ZIP CODE $11 00 PHOENIX AZ 85062 TRASH REMOVAL(payable to) !ADDRESS-NUMBER AND STREET RURAL RT APT NO ALLIED WASTE SERVICES P O BOX 78829 ACCOUNT NUMBER IMONTHLY AMOUNT CITY STATE ZIP CODE IS 16 00 PHOENIX AZ 85602 22 Briefly state the specific projected use of net proceeds from games of bingo CAPITAL IMPROVEMENTS!BUILDING FUND eIN Under penalty of peIJury,upon oath, I. CYNTHIA PIERSON ,declare that I am duly authorized to sign and file this application I hereby swear or confirm that 1 have read the foregoing application and know the contents thereof,and that formation provided has en fully,accurately,and truthfully completed to the best of my knowledge I i L. ;� {,<-iLi�' 06125f201 CLUB MANAGER AFFI NT'S SIGNATUR DATE TITLE AMR 71-101ot ra.NBj Page 5 of 5 BINGO GAME SCHEDULE Game # ' Type of Cost to play 1Percent of es Bingo j 1Payout Game 1 Regular bingo $1.00 75% l Game 2 Regular Bingo I $1.00 75% or 4 corners Game 3 Regular Bingo $1.00 75 Game 4 Inside box $1.00 ` 75% — Game 5 Regular bingo $1.00 75% Game 6 X $1.00 75% Game 7 Regular Bingo $1.00 ; 75% Games Regular Bingo $1.00 75% or 4 corners Game 9 Regular bingo $1.00 75% Game 10 Coverall $5.00 75% t 4;11 At' Arizona Department of Revenue • Bingo Section 1600 West Monroe, Phoenix,AZ 85007 • (602) 716-7801 �r AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returneci to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes, §5-404 Please type or print in black ink. ^ LICENSES NAf�tE cc. P d_3 e- LICENSE NUMBER 1 �) ( POSITION Check the appropriate boxes [$Manager ❑ Supervisor ISCProceed Coordinator 0 Assistant j AFFIANTS NAW I SOCIAL SECURITY NO in 4A L,/ti lam" -- 5 s 2. ADORE.'"S ' � DATE OF GIRT- I a/ ( iL1r../c am�.,-. ss 4-c` ' CITY, STATt, 1 ZIP CODE r7t�Cfz �./lfrC E /E"' co> / / 9 HOME PHONE NO (watt)a,kfa cvOe) WORK PHONE NO (with area cooe) , [4/2 13l-4- z-e— L - 7E2-- z3 til r a If licensee is a qualified organization,complete the following section (MEMBER? 'DATE JOINED ORGANIZATION I I$.Yes O No C,)JI ki I �� C e' OFFICERS? OFFI R TITLE ES-Yes ❑ No L.e etc4-,,f DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes No If"Yes' list license number(s) I, /di '2ti 6• fl,.14-i .'' the above named ati.ant, wider penalty of ,lwa., AFFlANT'5 NAME perjury,upon oath,depose and say that I w ill conduct or assist in conducting all bingo games in compliance w ith the terms of the license Arizona Revised Statutes I itle 5,Chapter 4 and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby.swear or confirm that I have read and understand the forgoing and verify, that the information and statements made herein are true and correct to the best of niy knowledge /i(d4e.)-4". 6 t.2.-44-1,-^e/ SIGNATURE OF AFFIANT DATE ADOR 71 1003I(4/06) Arizona Department of Revenue • Bingo Section 1600 West Monroe,Phoenix AZ 85007 • (602) 716 7801 Ong AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary, This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes.§5-404 #.11N Please type or print in black ink LICENSEE'S NAME LICENSE NUMBER BPO ELKS#2349 POSITION Check the appropriate boxes ® Manager Supervisor 0 Proceed Coordinator 0 Assistant AFFIANTS NAME SOCIAL SECURITY NO CYNTHIA PIERSON 11111 ADDRESS DATE OF BIRTH 939 N ACACIA RD #12 CiTY StATE Zip CODE APACHE JUNCTION AZ 85119 HOME PHONE NO {w*i area cede) WORK PHONE NO (wr6 area Code) (480)299-0756 (480)982-2349 If licensee is a qualified organization, complete the following section. !MEMBER? 'DATE JOINED ORGANIZATION ® Yes No / 1 U .ii: it. ,e OFFICERS? OFFICER TITLE ❑Yes ® No DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑ Yes Ca No If"Yes' list license number(s) I. CYNTHIA PIERSON the above named affiant under penalty of Of WIT S NAME perjury,upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license.Arizona Revised Statutes,Title 5,Chapter 4. and the rules of the licensing authority i am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by taw I hereby swear or confirm that I have read and understand the foregoing and venfr that the information and statements made herein are true and correct to the best of my knowledge 51C 1A URE FAFFIANT _.� s _ , - DATE ADOR 71 1003f(4106) ^ es •„i ,, Arizona Department of Revenue • Bingo Section 11c.. 3. 64.1 - 1600 West Monroe,Phoenix,AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returned to you Alt information is subject to verification Disclosure of your Social Security Number is voluntary, This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona.Revised Statutes.§5-404 Please type or print in black ink LICEN.SkES C LICENSE NUMBER - t'.1 • I L k5 ;_..4 v / POSITION Check the appropriate boxesµ 0 Manager Supervisor 0 Proceed Coordinator 0 Assistant AFFIANT'S NAME .? SOCIAL SECURITY NO. ADDRESS _ DATE��~ OF BIRTH r .,4 9C 4,-..) OT l_ v'ts7,a gtA1 CITY r STATE ZIP CODE A r')R C.tkE `),kkc-I L ? Utz- eS 4 iLi tHOMY P�H+cc��NE NO w,itn area code) WORK PHONE NO Irian Mea WOOr i �qZ - ttr14 L (4b ka1- 7ele If licensee is a qualified organization, complete the following section. ;MEMBER? DATE JOINED ORGANIZATION ,Yes ❑No (,ALA,/ IA, L, i ,l OFFICERS' OFFICER TITLE 6 Yes 0 No --11 -s,, ...G z DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE', 0 Yes ,No If'Yes",list license number(s) 1 1 "rAi r s L I A- L C:t LLL-- , the above named of iant, under penalty of t^ AFrIANT'S NAME perjury,upon oath depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive an} reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that 1 have read and understand the foregoing and verify that the information and statements made herein arc true and correct to the best of my knowledge SIGNATUR OF AFFIANT t‘i15(c)-t:I)-- DATE ADOR 71 toa31(4e ) INIA * :'s. Arizona Department of Revenue • Bingo Section 1 1600 West Monroe Phoenix,AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of cnminal background checks pursuant to Arizona Revised Statutes,§5-404 Please type or print in black ink `LICENSEE S NAME LICENSE NUMBER B P 0 ELKS#2349 POSITION Check the appropriate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator ®Assistant AFFIANT'S NAME ISOCIAI.SECURITY NO BYRON RUSSELL ADDRESS DATE OF BIRTH 4431 N WOLVERINE PASS RD (CITY STATE ZIP CODE !APACHE JUNCTION AZ 85119 !HOME PHONE NO (war)area coda) (WORK PHONE NO Iwrtn area code) (480)671-9439 1(480)250-2628 If licensee is a qualified organization, complete the following section MEMBER? DATE JOINED ORGANIZATION ®Yes ❑No 0, 5i 1 , 712,0 ,0 ,E OFFICERS? OFFICER TITLE fa Yes 0 No ,LEADING KNIGHT DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes ® No If"Yes" list license number(s) I, BYRON RUSSELL , the above named affiant, under penalty of AFF WNT E NAME perjury,upon oath,depose and say,that I will conduct or assist in conducting all bingo games In compliance miith the terms of the license,Arizona Revised Statutes,Title 5 Chapter 4 and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law. I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein arc true and correct to the best of my knowledge 4-7?c SIG E OF AFFIA DAZE ADOR 71 10031(0)61 ,^ • Arizona Department of Revenue Bingo Section 1600 West Monroe Phoenix,AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes 0-404 A 1 Please type or print in black ink LI SEES NAME LICENSE NUMBER POSITION Check the appropriate boxes ❑Manager '&3 Supervisor ❑Proceed Coordinator 0 Assistant , AFFIANT'S,NAW SOCIAL SECURITY NO iCpryr e L) i1-2 /? ADDRESS DATE OF BIRTH y6"6 L)r b '/411 A2d 10111.1.11111111P CITY STATE ZIP CODE 19,o€4F_ it /, z 1. //9 HOME PHONE NO ,_wdn area code) WORK PHONE NO (wan ores come) I 1/10 77 yac lf licensee is a qualified organization,complete the following section MEMBER? DATE JOINED ORGANIZATION lig Yes D No C etoC,S/t -IC IC' r(F=' OFFICERS? OFFICER TITLE j$IYes DNo DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes 13,No if'Yes- list license number(s) the above named affiant, under penalty of FFFNNT 5 NAME penur),upon oath depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license, Arizona Revised Statutes, l itle 5,Chapter 4 and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony. I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein arc true and correct to the best of my knowledge i s�G1�r �E 6F AFFtANT DATE ADOR 71 1003r(4/06) . Arizona Department of Revenue Bingo Section 1600 West Monroe Phoenix AZ 85007 (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes,§5-404 Please type or print In black ink LICENSFE'SlIAME LICENSE NUMBER C fS - L43vSi POstriON !Check the appropriate boxes ❑Manager upervisor 0 Proceed Coordinator 0 Assistant AF�IANT E �\ A)S t ADO SOCIAL SECURITY NO t /�jJ 1 _ v2 LY ?)L fr PcIIWO& STATE ZIP CODE Vg0ripmEibi.rioNk y ;AlrS6 �� WORK PHONE NO iwvth area code) • If licensee is a qualified organization.complete the following section MEMBER' DATE JOINED ORGANIZATION 'I Yes D No C , i {c4,4 ; ` OFFICERS? OFFICER TITLE ❑yes 'Z11 No DO YOU NAVE AN AFFIDAVIT ON FILE.FOR ANY OTHER LICENSEE? ❑Yes J No If`Yes' list license number(s) fyt ( S I r }A , the above named afiiant, under penalty of AFFL N1T5 NAJ E perjury,upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Rev iscd Statutes,Title 5 Chapter 4,and the rules of the licensing authonty I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and verify, that the information and statements made herein are true and correct to the lest of my knowledge &el( ! �, SIGNATUR AFFIANT DATE ADOR 71 1003r(vt06) �,•+ '►.. Arizona Department of Revenue • Bingo Section R r .�.. r ', -`' 1600 West Monroe, Phoenix AZ 85007 • (602)716-7801 44/rn not' AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo. If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona,Revised Statutes,§5-404 eN Please type or print in black ink Li7SEU NAME LICENSE NUMBER C i- Lies 41 c).)7 V POSITION Check the appropnate boxes 0 Manager ciksupervisor 0 Proceed Coordinator 0 Assistant IAFFIANT'S NAME 1SOCIAt SECURITY NO �,4d A• 21A/'e,v411 ■ ADD RESS °DATE OF eIR ii . CITY STATE ZIP CODE iQli9QHe .1-4A67;4") AZ 5717 HOME PHONE NO (wan area code) !WORK PH NE NO iwe i area code} f�v) &7/' 8/75 ' (ice) ii/x-m 7 If licensee is a qualified organization, complete the following section MEMBER? DATE JOINED ORGANIZATION} ,Yes ❑No 6,ZIc* it, it ig_.• OFFICERS? OFFICER TITLE FA-Yes ❑ NO ` reA p 4�4(,.) DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes t5r.No If"Yes",hat license number(s) I. _Age ,0.,�. l[71 GieVe // , the above named affiiant, under penalty of *WANTS NAME eN perjury,upon oath depose and say that I u ill conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor mvolving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my know ledge • siewetatE O AFRO. DATE G 1s--t 'a ADOR 71 t 003t(4/06i 3'r►• Arizona Department of Revenue • Bingo Section 1600 West Monroe,Phoenix AZ 85007 (602) 716-7801 rn AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you Alt information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona,Revised Statutes,§5-404 ANN Please type or print in black ink LICES � �� O��t,9 LICENSE NUMBER ION 7 Check the appropriate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator 'Assistant AFFIANT'S NAME 'SOCIAL SECURITY NO ADDRESS 1DATE OF BIRTH C;TY STATE ZIP CODE f s tl 4r/ 4 / holgE PHONE NO ;w,tri aced cone) WORK PHONE NO (W/Wee code) If licensee is a qualified organization, complete the following section MEMBER DATE JOINED/ORGANIZATION PE Yes El No [''. 1�IC , L/ ,1 OFFICERS? OFFICER TITLE ❑Yes ja No 00 YOU HAYL AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes__ No If"Yes' list license number(s) I / Iie above named affiant, under penalty of AFRANTS NAME perjury,upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms oldie license,Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided.for by law I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my knowledge 1 Si N1� E OF AFFIANY DATE ADOR 71 1003f(4/06) r^pArizona Department of Revenue • Bingo Section 1600 West Monroe, Phoenix,AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or Incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive Identification for purposes of criminal background checks pursuant to Anzona Revised Statutes,§5-404 Please type or print in black Ink ILiCENSE NAME LICENSE NUMBER 'B . p c Lies o v9 POSITION Check the appropnate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator [-Assistant AFRANT' T S NAMEBST' SOCIAL SECURIY NO ) 4{ 77 ADDRESS DATE OF BIRTH /^ {.IT j STATE ZIP CODE `' k ,: tt.t HOME PHONE NO (wins area coca) IWORK PHONE NO Iw2i area code) if licensee is a qualified organization, complete the following section MEMBER/ DATE JOINED ORGANIZATION I Yes 0 No I .-hi ,71.1 ,9 1 , OFFICERS) OFFICER TITLE ❑Yes allo DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE/ Yes ❑ No If"Yee,list license number(s) i/ —/SS c — L I, i ' tut''� c i �+ I I j,J_ - ' i t (A ` the above named affiant, under penalty of c r.+mars leillS perjury upon oath,depose and say that I w ill conduct o assist in conducting all bingo games in compliance with the terms of the license Arizona Revised Statutes,1 itle 5,(hapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduit of bingo games except as provided for by law I hereby swear or confirm that I pare read and understand the foregoing and venfy that the information and statements made herein are true and correct to the best of rn) knowledge ,� 1 ,� t SIGNATURE'OF AFFIANT fy ofl://A, DA ADOR 71 1003f(4/06) e..,:"..,..el..., Arizona Department of Revenue • Bingo Section �,�' 1600 West Monroe Phoenix,AZ 85007 " (602) 716-7 801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Anzona Revised Statutes,§5-404 Please type or print in black/ ink LIC ,SEESNME � , 'l 44 y % LICENSE NUMBER iP OS IN t [Check the aeppPpnele boxes 0 Manager 0 Supervisor 0 Proceed Coordinator ,Assistant AFFIANT S NAME SOCIAL SECURITY NO bg/i ill a a-fri 4 fit rn,'hezt1i ADDRESS _ DATE Of BIRTH 7ciq C; -hverile r 4,-4- ill 1 , , CITY STATE ZIP CODE P)1 €54 4 Z- f 2al HOME PHONE NO twIrn area code) 1NORK PHONE NO (win area code) tic 7n 7t .......-- If licensee is a quairfred organization, complete the following section, MEMBER? DATE JOINED ORGANIZATION lit Yes ❑Na ,CliiQJ LX,Q,t OFFICERS? OFFICER TI,LE ❑Yes fel No DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? 121 Yes 0 No If'Yes",list license number(s) ! l -iS 7- 3 ^ 1, W j l it RJi C, k'/Mb tt<i , the above named afl5ant, under penalty of AFcwct S NAME perjury,upon oath depose and say that I will conduct or assist in conducting all bingo games in compliance ‘r ith the terms of the license,Arizona Revised Statutes, 1 itle 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward.compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my know ledge /� L l�e SIGN'T�FIANT� DATE ADOR 71 10031(4105) a a . . . \ Arizona Department of Revenue • Bingo Section ii 1600 West Monroe,Phoenix,AZ 85007 • (602)716-7801 �i3F_ AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This Information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes §5-404 'PIS Please type or print in black ink. LICEN NAM LICENSE NUMBER �7 pc~r EL 5 d'. 5/ POSITION Check the appropnate boxes 0 Mana9er 0 Supervisor 0 Proceed Coordinator Wssistant AFFIANT'S NAME SOCIAL SECURITYNO ADDRESS (� DATE OF BIRTH 110 G'i fV, aChlf4is1 L) 1--)Prw.kt jc.� , I , I , , CITY STATE ZIP CODE €SI/ i HOME PHONE NO twah area code) 'WORK PHONE NO twill area code) i, Ilc2gS- 9V2 y c g'P d.51/c if licensee is a qualified organization, complete the following section 'MEMBER? DATE JOINED ORGANIZATION I[-es 0 No p 9 iV n ii ,g ,7 7 IOFFICERS? OFFICER TITLE I CLYs Q No 100 YOU NAVE AN A►FtDAVIT ON FILE FOR ANY OTHER LICENSEE? 0 Yes a-No If'Yes",list license number(s) t 4 I ..)f?G f.&L./i ,__,.,,„)t,k , the above named affiant, under penalty of RFFIANTS NAMEeliN perjury,upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance %t ith the temis of the license.Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my knowledge. S GNAT E OF AFFIAN'T c 6 02‘)y1 DATE ADOR i1 i003t(4Oo) �i►t. Arizona Department of Revenue • Bingo Section 1600 West Monroe, Phoenix,AZ 85007 • (602)716-7801 • AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes,§5-404 p rik Please type or print in black ink. LICENSEES NAME LICENSE NUMBER 113 P 0 ELKS#2349 1 POSITION Check the appropnate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator ®Assistant AFFIANT'S NAME SOCIAL SECURITY NO THOMAS KAIN ADDRESS DATE OF BIRTH 211 N HILTON RD. altrafiliralat CITY STATE ZIP CODE APACHE JUNCTION AZ 85119 HOME PHONE NO (with area code) WORK PHONE NO.(with area code) (602)723-9802 (480)982-2349 If licensee is a qualified organization, complete the following section: I MEM BER' DATE JOINED ORGANIZATION ®Yes 0 No d r� frI itie , OFFICERS' OFFICER TITLE ❑Yes LiONo DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE' 11 ❑ Yes 120 No If"Yes",list license number(s)OuS I. THOMAS KAIN the above named affrant, under penalty of AFFtM1TS NAME perjury upon oath depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony. I have not and shall not receive any reward.compensation or recompense'_ for my participation in the conduct of bmgo games except as provided for by law 1 hereb} swear or confirm that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my knowledge 1 :71,424 SIGMA RE OF AFFIANT 6 #25 DATE ADOR 71-1003i(4/08) IN ,f:ei. Arizona Department of Revenue • Bingo Section 1600 West Monroe,Phoenix,AZ 85007 • (602)716-7801 n AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona,Revised Statutes,§5-404 Please type or print in black ink 1 LICE E S N LICENSE NUMBER POSITION Check the appropriate boxes 0 tvfana9er 0 Supervisor 0 Proceed Coordinator Assistant AFFIA SOCIAL SECURITY NO A...)G--,7--/ ADDRESS y� DATE F BIR �. 41( ,tit ._ ) " c114 CiL'Y STATE ZIP CODE lac ke TSc i "i� 5-119 HON PONE NO (wee Brea code} 'WORK PHONE NO (wflri area Code) iL'-q7 - 3(1q If licensee is a qualified organization,complete the following section' 1 MEMBER/ `DATE JOINED ORGANIZATION j Yes ❑ No t,,(ets r ,C, ,C,v OFFICERS? OFFI ER TITLE []Yes Eir-Alo , DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes a-No If"Yes' list license number(s) i I �, 0W QS ( i ' _ 51 E-i A) the above named aftant, under penalty of Arr TS NAME elliN perjury,upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes, I rtle 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving I moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for i my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm , that I have read and understand the foregoing and verify that the information and statements made herein arc true and correct to the best of my know ledge S1GNAT FfiE O F DATE ADOR 71 10031(4 05) AiNan Arizona Department of Revenue • Bingo Section 1600 West Monroe Phoenix,A2 85007 • (602) 716.7801 lOICIP AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification. Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes,§5-404 Please type or print in black ink LICENSEcS NAME) LICENSE NUMBER POSITION Check the appnipnate boxes ❑ Manager 0 Supervisor 0 Proceed Coordinator Assistant AFFIANTS NAME r� SOCIAL SECURITY NO )1/4ktd c)c—aut`�J IHf2I) ADDRESS I DATE OF BIRTH r CITY j STATE ZIP CODE HOME PHONE NO (with area code) /WORK PHONE NO (well wee code) LC: -�3CY� f'7l If licensee is a qualified organization, complete the following section MEMBER" DATE JOINEDtORGANIZATION BYes 0 No C 7 G ` OFFICERV OFFICER TITLE 0 Yes g No DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE'' Yes IS No If"Yes',list license number(s) I, r7,f.,t'./� S �F . -/,��?�1 , the above named affiant, under penalty of IANTS perjury,upon oath depose and say thatI will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony. I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confine that I have read and understand the foregoing and venfy that the information and statements made herein are true and correct to the best of my knowledge -1&AFFIANT ff .)ef cyccct 'I� SIG URE DATE ADOR 71 1003f(4)06) -7^ /`1 s*! '. Arizona Department of Revenue • Bingo Section 1600 West Monroe,Phoenix AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information Is subject to verification Disclosure of your Sorrel Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes, §5-404 eiN Please type or print in black ink litCENSE NA.1/f "c f� r� �p f/ LICENSE NUMBER POSITION !Y) jf Check the appropriate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator lilAssistant JAFFIANT'S NAME SOCIAL SECURITY NC �i0j-y14/ Y �.+t1!?t1.4 C l ADDRES DATE OF BIRTH ICaTY STATE ZIP CODE HOME PHONE NO ,with area cede) WORK PHONE NO (with area code) fG s) ,' 14//02 c.L( If licensee is a qualified organizauon,complete the following section I MEMBER? DATE JOINED ORGANIZATION Yes 0 No C3c t� I / la— OFFICERS? OFFICER TITLE ❑Yes o DO YOU NAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes o If"Yes', list license number(s) I,,Z__ke J -er217L�G C>_A______ , the above named affiant, under penalty of AFFIAN1 5 NAME perjury upon oath,depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the hc.ense,Arizona Revised Statutes,Title 5,Chapter 4,and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law l hereby swear or confirm that I have read and understand the foregoing and i.erity that the information and statements made herein are true arid correct to the best of my knowledge SIGNAT E OF AFFIA 1 Gf 2-2//r�•- UA ADOR 71 10031 t0/06) *- Arizona Department of Revenue • Bingo Section t171- 1600 West Monroe Phoenix AZ 65007 • (602)716-7801 4Ari no"' AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes §5-404 Please type or print in black ink LICENSEE'S NAME LICENSE NUMBER B P O ELKS#2349 _ POSITION Check the appropriate boxes 0 Manager 0 Supervisor 0 Proceed Coordinator ®Assistant AFF Y S NAME SOCIAL SECURITY NO t" ept'r` CPOnrIQ . ru r' j417 ADDRESS V / DATE OF BIR.,j t 7r) 3 N T hli. r1) i r-d Dr CITY STATE P CODE � nc 1 Qn AZ. e351, HOME PHONE NO.Ovid;area code) WORK PRONE NO (weh area code) i-IR0 (7t 0LI 4 g /c0 . ccQ.7g(0 If licensee is a qualified organization,complete the following section. MEMBERS _ DATE JOINED GANIZATION ®Yes ❑No 3d-it},C,� OFFICERS? OFFICER TITLE Q Yes ® No DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER UCENSEE? ❑Yes 0 No If"Yes" list license number(s) 1, LOCia x n ! ) i \/0 I ,_ the above named affiant, under penalty of perjury upon depose and say that I will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes,Title 5,Chapter 4.and the rules of the licensing authority I am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony. I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law 1 hereby swear or confine that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my knowledge �q� gJ _L• SIGNATURE tANT DATE (p/ ` //CR ADOR 71-100Y(Wt06) iN �% •• Arizona Department of Revenue • Bingo Section •' k1600 West Monroe Phoenix AZ 85007 • (602)716-7801 AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona Revised Statutes §5-404 Please type or print in black ink !LICENSEE S NAME LICENSE NUMBER S P O ELKS#2349 POSITION Check the appropriate boxes 0 Manager 0 Supervisor ❑Proceed Coordinator ®Assistant AFFI T'S NAME SOCIAL SECURITY NO ADD �-y t DATE OF BIRTH 7()3 ThijildCY.i- 1rY Tl CITY STATE ZIP CODE .U('h'- jitnQjt()I /2 ,• ' JO r) H E PHONE NO (vdth area code) WORK PHONE NO twirl,area code) iQ O -CL7t 0 -it Q : `/ga .2&css 7f OQ if licensee is a qualified organization,complete the following section MEMBERS t JOIN geGANIZATI ED ® `Yes 0 No IC OFFICERS', OFFICER TITLE ❑Yes ® No 00 YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE/ ❑Yes ® No If'Yes" list license number(s) li c - er ih Qd') lli.t/y O f , the above named affrant, under penalty of OT AN'S NAME. eill perjury',upon oath.depose and say that 1 will conduct or assist in conducting all bingo games in compliance with the terms of the license,Arizona Revised Statutes,Title 5,Chapter 4 and the rules of the licensing authority 1 am of good moral character and have never been convicted of any misdemeanor involving moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for my participation in the conduct of bingo games except as provided for by law I hereby swear or confirm ' that I have read and understand the foregoing and verify that the information and statements made herein are true and correct to the best of my knowledge pit Liye,„---- 4,0......2., , DATE ADOR 71-1003,(M06) I I PIN !��� . Arizona Department of Revenue • Bingo Section tti -111 1600 West Monroe Fh:oerrr AZ 85007 • (602) 716-7801 O`i nvol' AFFIDAVIT This affidavit must be completed by each person who wishes to assist in the conduct of any game of bingo If any information is blank or incorrect,the affidavit will be returned to you All information is subject to verification Disclosure of your Social Security Number is voluntary This information may be used to establish positive identification for purposes of criminal background checks pursuant to Arizona,Revised Statutes,§5-404 Please type orprint in black ink 'LICENSEE'S NAMEG iC�5 3 c/ y LICENSE NUMBER 't POSITION ,Check the appropriate boxes ❑ Manager 0 Sufervisor 0 Proceed Coordinator Assistant AFFIANTS NAME SOCIAL SECURITY NO 140 4'A' . • . Afeddo/I __ _ _... ._. ADDRESS DATE OF BIRTH P n• ,8vx /45-9 111111111111111111111111 CITY STATE ZIP CODE A4901/c J 'A4 Z A/ 8cJt7__ HOME PHONE NO (wan area code; WORK PHO NO (wan area code) (1 f 0) 4 7/— 0'/7/ _ 194DD ,/30--,2.249 If licensee is a qualified organization, complete the following section MEMBER? DATE JOINED ORGANIZATION "1-Yes ❑ No � '�c 1./ ,9-), J OFFICERS? OFFICER TITLE ❑Yes ©44o DO YOU HAVE AN AFFIDAVIT ON FILE FOR ANY OTHER LICENSEE? ❑Yes Salo If"Yes' list license number(s) I _ ,,f j _ 4j�I _ the above named affiant under penalty of AFFIAr4TS NAME pequrs.upon oath,depose and say that I will conduct or assist in conducting all bingo games in compharce s ith the terms of the license Arizona Revised Statutes Title 5,Chapter 4 and the rules of the licensing authority 1 am of good moral character and have never been convicted of any misdemeanor invols rig moral turpitude or felony I have not and shall not receive any reward,compensation or recompense for ins participation in the conduct of bingo games except as provided for by law I hereby swear or confirm that I have read and understand the foregoing and venfy that the information and statements made herein are true and correct to the best of my know ledge 4....L.1,4 SIGNAT RE OF AFFIANT P OlOVA DATE ADOR 71 1003r(4i06) `t►r w �'s. Arizona Department of Revenue • Bingo Section (. " Phoenix (602) 716-7801 �ID ENDORSEMENT BY LOCAL GOVERNING BODY For Official Use Only To be completed by the local governing body and returned to the Bingo Section pursuant to ARS§5-404.A LICENSE# DATE �, ® New Application CD Change of Location FROM(NAME OF LOCAL GOVERNING BODY) ;ADDRESS NUMBER AND STREET PO BOX TELEPHONE NUMBER WITH AREA CODE CITY STATE ZIP CODE I 1 This Is to certify that on I , I . , , , . ; a hearing was conducted pursuant to Arizona Revised Statute, Title 5. Chapter 4, on the ®Application for a bingo license by the following applicant (.3 Application for a bingo license location transfer 2 Name of applicant B.P.Q. ELKS#2349 3 Location/address where games will be conducted 2455 N. APACHE TRAIL RD..APACHE JUNCTION.AZ.85119 4 Days and times of games Monday ❑AM ❑ PM Friday ❑AM ❑ PM Tuesday ❑AM ❑ PM Saturday ❑AM ❑ PM Wednesday ❑AM ❑ PM Sunday 2.00 ❑AM SI PM Thursday ❑AM ❑ PM 5 Background investigations ❑ have ❑ have nal been conducted on all individuals listed in the Bingo License Application 6 Recommendation The application be ❑Approved ❑ Disapproved 7 Specific reasons for disapproval are hereby listed pursuant to ARS§5-404 1 NOTE This endorsement must be signed by a delegated authority of the local governing bony PRINTED NAME SIGNATURE DATE TITLE Mail completed, signed form to Arizona Department of Revenue Bingo Section 1600 West Monroe,Room 520 Phoenix,AZ 85007 ADOR 71-1002f (4r06) ppA�HE✓ ANN rib _ 9 ly Vie--4iikadte"--elifitait9104/ ,+'' ' Home of the Superstition 1i fountains 'QR12o�Lt� June 26, 2012 Cindy Pierson BPO Elks #2349 P O Box 459 Apache Junction, AZ 85117 Dear Ms Pierson The City Council will hold a public heanng on your Bingo License Application submitted for the BPO Elks #2349 on Tuesday, July 19, 2012 at 7 00 p m , at the City Council Chambers, 300 E Superstition Blvd , Apache Junction, Arizona Please note that the City Council frequently has questions for the applicant It is strongly recommended that you attend this meeting in order to avoid any delays in the processing of your application. If you have any questions regarding this matter, please contact my office at (480) 982-8002, option 5 ... Sincerely, (. Kathleen Connelly City Clerk Vo1Le(480)982-8002 • FA`((48(1)982-7018 • WI)(480)983-0095 •wwwaicit\ net 100 E Superstition Boulevard, Apache Junction AL 85219 JUNE 26, 2012 MEMORANDUM TO PLANNING DIVISION PUBLIC SAFETY APACHE JUNCTION FIRE DISTRICT THROUGH KATHLEEN CONNELLY, CITY CLERK? FROM. JANET R MASON, DEPUTY CITY CLERK _ t SUBJECT BINGO LICENSE APPLICATION FOR BPO ELKS #2349 Attached is a Bingo License Application for a Class B bingo license submitted for the BPO Elks #2349 located at 2455 N Apache Trail, Apache Junction Please conduct the necessary inspections and email your recommendation by Tuesday, July 3 2012 as this item will be submitted for the City Council meeting of July 19, 2012 The City Council will hold a public hearing and recommend approval or denial of this application based upon public comment and the response from your department A. Janet Mason From Rudy Esquivias Sent: Tuesday,July 03, 2012 3 23 PM To' Janet Mason Cc: Brad Steinke Subject. RE bingo license application for Elks No comments, no objections from the Planning Division with regard to this additional use be{ng alto h,, l in the ex•'sting Elks Lodge facility L4,3quhvia.5 Senior Planner/Zoning Administrator City of Apache Junction 300 c Superstition Blvd Apac.o Junction, AZ 85119 49e-474-2645 SERVICE OVER AND ABOVE THE REST (Oerelopment Services Department office hours Monday through Thursday . rc:a 01:am t•> 6 00pm, closed Fridays and :iolida,'s ) From. Janet Mason Sent: Tuesday, June 26, 2012 5:40 PM To. Jeff Robinson; Rudy Esquivias Subject: bingo license application for Elks have received a bingo license application for Elks#2349 Please have your department recommendation to me no later than Tuesday,July 3,so this can be on the July 19 agenda Thanks anr t Mason Deputy i:.ity Clerk City Of Apache Jt'ncuon 300 E Superstition Blvd Apact e function AZ 85119 ;i8O 474 5068 mason;tatcity net Service Over and Above the Rest This message and the information within is intended for the recipient If you received this email in error, please notify the sender and then delete the email Emails generated by council members or City staff pertaining to City business are public records and are preserved according to the City's records retention schedule To ensure compliance with the Open Meeting Law, members of the City Council should not forward email correspondence to other Janet Mason From. Clyde Allison Sent. Monday,July 02, 2012 8 15 AM To. Janet Mason Subject FW bingo license application for Elks Attachments. 2012 elks 2349 department memo doc;2012 elks 2349 application part 1 pdf; 2012 elks 2349 application part 2 pdf, 2012 elks 2349 application part 3 pdf Janet Mason, Ater reviewing the application and other related documents for the Elks' lodge 42349 request for a bingo license, I see no reason or cause for a denial from the Apache Junction PD, nor do i see any major issues or concerns that pertain to law enforcement Sgt C Allison tt50 Traffic Supervisor/ Impound Vehicle Coordinator/ Tow Sergeant Apache Junction Police Department 300 E Superstition Blvd Apache Junction, AZ 85119 cailison,'aDalcity_net 480/474-8616 This message and the information within is intended for the recipient If you received this email in error, please notify the sender and then delete the email Emails generated by council members or City staff pertaining*o City business are public records and are preserved according to the City's records retention schedule To ensure compliance with the Open Meeting Low, members of the City Council should not forward email correspondence to other members of the Council Members of the Council and other public bodies may reply to this message, but should not copy other members of the public body Ati IONE Aft. A. trict rise p18Arizonserooi `,�F� )UNr 1' Go�,mixxion z Apache Junction Fire District moo !°" Y "0 565 North Idaho Road, Apache Junction, AZ 85219 P �'�En�ssR`� • Phone (480) 982-4440, Fax(480) 982-0183 A>',;�ecti'�`°+ nternaii00 p MEMORANDUM TO: Janet Mason,Deputy City Clerk City of Apache Junction 300 E Superstition Blvd Apache Jct,AZ. 85219 FROM. John Suniga, Deputy Fire Marshal DATE: June 27,2012 SUBJECT Application for Bingo License—2455 N. Apache Trail,Apache Jct.,AZ The Apache Junction Fire District has reviewed the application as noted above regarding the facilities at 2455 N. Apache Trail,(Elks Lodge#2349). We have recently completed an annual fire and life safety inspection with no major violations found. We therefore would recommend approval of this application. p Thank you for your notification on this matter If you have any further questions regarding this inspection, please feel free to contact my office at 982-4440. Thank You JOS ATTN: Application / ROLL CALL VOTE NOTES 1 , V VA(I") .r. lill iX ITEM # MEETING OF r� 6i MOTION BY SECONDED BY: 41 YES NO ABSTAINED COUNCILMEMBER WALDRON COUNCILMEMBER EVANSIf COUNCILMEMBER SERDY 1 COUNCILMEMBER BARKER li COUNCILMEMBER WILSON y VICE MAYOR DIETZ UNANIM S IN FAVOR OPPOSED ABSTAINED TOTAL ITEM NO. 7 I MOVE THAT THE BINGO APPLICATION FOR BPO ELKS #2349 BE RECOMMENDED FOR(APPROVAL) OR(DENIAL) TO THE ARIZONA DEPARTMENT OF REVENUE, BINGO SECTION. PUBLIC HEARING 1. For PROPOSED ORDINANCE NO. 1381, REPEALING, AMENDING AND READOPTING ACCESSORY BUILDINGS AND STORAGE SHEDS OF THE CITY OF APACHE JUNCTION ZONING CODE REGARDING HEIGHT, SIZE, LOCATION AND DESIGN REQUIREMENTS FOR ACCESSORY BUILDINGS 2. Will DEVELOPMENT SERVICES DIRECTOR BRAD STEINKE speak to the Council? 3. Will the applicant or spokesperson please speak to the Council on this item? 4. Is there anyone from the public who wisheF to speak on this item? (Are there any "Request to Speak" forms?) 5. If not,this hearing is closed. 6. Is there any discussion? 7. Call for a motion. 8. Call for a second. 9. Roll call vote. Pp AC HE Gy 0� C,Zty of Apache Junction .. Q Home of the Supetslrtzon A•l or`ntains Print TO: City Manager's Office FROM: Brad Steinke, Director of Development Services DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: Community Development TITLE OF AGENDA ITEM: PROPOSED ORDINANCE NO. 1381, REPEALING, AMENDING AND READOPTING SECTIONS OF 1-16-19-C, 1-16-19-D AND 1-16-19-E ACCESSORY BUILDINGS AND STORAGE SHEDS OF THE CITY OF APACHE JUNCTION ZONING CODE, REGARDING HEIGHT, SIZE, LOCATION AND DESIGN REQUIREMENTS FOR ACCESSORY BUILDINGS ACTION REQUESTED: Recommendation for Approval DISCUSSION/ BACKGROUND INFORMATION: Approval of Ordinance No. 1381 would amend the City of Apache Junction Zoning Code regarding size, height, location and design requirements for accessory buildings located in the R1-43 zoning district. On January 10, 2012, the Planning and Zoning Commission recommended a version of this proposed ordinance by a 4-3 vote. FISCAL IMPACT: Budgetary Approval Not Required OPTIONS/ALTERNATIVES: Zoning Ordinance Requirement RECOMMENDATION: Recommendation to approve ATTACHMENTS: Click to download ❑ Ordinance No. 1381 (Edified Version) D Ordinance No.1381 (Clean Version) U Cover Memo ORDINANCE NO. 1381 (Neighborhood Group Version) AN ORDINANCE OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AMENDING THE APACHE JUNCTION CITY CODE, VOLUME II, LAND DEVELOPMENT CODE, CHAPTER 1, ZONING ORDINANCE, ARTICLE 1-6, GENERAL PROVISIONS AND EXCEPTIONS, BY REPEALING, AMENDING AND READOPTING SECTIONS 1-6-19-C, 1-6-19-D AND 1-6-19-E ACCESSORY BUILDINGS AND STORAGE SHEDS, IN CASE AM-4-11; AND REPEALING ANY CONFLICTING PROVISIONS, AND PROVIDING FOR SEVERABILITY. WHEREAS, Section 1-6-19 of the Zoning Code sets forth the regulations for Accessory Buildings and Storage Sheds in certain zoning districts; and WHEREAS, the Planning and Zoning Commission ("Commission") received a petition from approximately 105 residents living within the R1-43 zoning district petitioning against metal and Quonset hut accessory buildings larger than 120 square feet in size located within their R1-43 zoning district; and WHEREAS, the Commission directed staff to draft an ordinance amendment to strengthen the design requirements for accessory structures located within the R1-43 zoning district, and then schedule a public hearing on such amendment, and WHEREAS, on January 10, 2012, after holding two work sessions and one public hearing, the Commission voted 4 to 3 to recommended amendment to Sections 1-6-19-C, 1-6-19-D and 1-6-19-E regarding accessory building design, height and size standards, and WHEREAS, on February 21, 2012, after reviewing and discussing the Commission's recommendation, the City Council gave direction to staff to reformulate the recommended ordinance amendment and return to the Council for public hearing and possible action regarding amendment to the accessory building regulations WHEREAS, following public hearing at the City Council on April 3, 2012, the Council continued the ordinance to a date uncertain pending stakeholder group discussion and resolution of the ordinance issues; and WHEREAS, on May 23, 2012, after two professionally facilitated meetings, a group of local residents recommended certain revisions to the Planning and Zoning Commission's recommended ordinance, which are included in this ordinance Ordinance No 1381 Page 1 of 8 Amok AlInk NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS. SECTION I. IN GENERAL The Apache Junction City Code, Volume II, Land Development Code, Chapter 1, Zoning Ordinance, Article 6, General Provisions and Exceptions, Sections_1- 6-19-C, 1-6-19-D and 1-6-19-E Accessory Buildings and Storage Sheds, shall be repealed, amended and readopted to read as follows. (C) Accessory buildings arc permittcd in a rcar yard or in thc buildable arca where thc main building is permittcd. An accessory building in a multiple family residential zone or commercial zone, shall not bc largcr than the cxisting building footprint square footage of thc main structure Accessory buildings in a single family residential zone (minimum lot size of 20, 000 square fcct) shall bc limited, i n s—e f s q u a r-e—€eat ag e is the- a rm l e allowed for all buildings in the zone in which they arc located. An accessory building in a single family residential zone (lot sizes less than 20, 000 square feet) shall not be largcr than 75% of the existing building footprint square footage of the main structure and must also comply with setback and lot coverage requirements . (D) Maximum height for an accessory building largcr than 120 square feet in ar a may be equal to the height allowed for the main building Any accessory building covering an area greater than 120 square feet when complete, shall be subject to design criteria including. (1) Accessory buildings must be constructed of building AMIlk materials that match or improve upon the main structure (2) Accessory buildings arc encouraged to have an architectural style that matches or improves upon the main structure (3) Accessory buildings must complement the natural desert landscaping with color, building materials, and architectural style . (4) Any air conditioning- units must be placed on the ground behind accessory buildings or out of view from the- public right of way Ordinance No 1381 Page 2 of 8 (5) The height of -accessory buildings is defined as the distance from ground level to the top of the parapet or the peak of the roof, depending on the design of the roof (6) Seventy five percent of each exterior wall of a metal building located in a single family residential zone and larger than 120 square feet shall be covered with .�. supplemental building materials including, but not limited to masonry, stucco, siding which matches the home, textured paint or brick. (E) Any accessory building proposed to be taller than the rum heig rt—millowed e -- 3e— ai otrueture e district and/or larger than the maximum size building and/or which addo more square footage, as allowed by divisions (C) and (D) above, is subject to the design criteria described in division (D) immediately above and must be approved through a conditional use permit, which may invoke additional design criteria . (C) Location and Size Requirements The following location and size requirements shall apply to accessory structures larger than 120 square feet . (1) Accessory structures are permitted in the buildable area where the main building is permitted. (2) Accessory structures in the multiple family residential zones or commercial zones shall not be larger than the existing building footprint of the main structure (3) Accessory structures located on property with R1-43 base zoning shall not be larger than 2, 000 square feet in size. Neighborhood Petition The maximum structure size established above for properties with R1-43 base zoning may be increased to 5, 000 square feet if 1000 of the property owners of adjacent properties and 500 of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase through a petition that is drafted, signed and acknowledged in accordance with Development Services Department standards . Adjacent properties shall be defined as property adjoining the subject property Ordinance No 1381 Page 3 of 8 r and/or property directly across the street, private road or road easement from the subject property. (4) Accessory structures in a single-family residential zone with lot sizes less than 20, 000 square feet shall not be larger than 75% of the existing building footprint of the main structure . (5) Accessory structures in single-family residential zones shall comply with the maximum lot coverage zoning standard. (D) Design Requirements The following design requirements shall apply to accessory structures larger than 120 square feet (1) Accessory structures located on property with R1-43 base zoning shall comply with the following design requirements • (a) Non-painted galvanized metal siding and corrugated fiberglass siding shall be prohibited. (b) An accessory structure of corrugated metal or fiberglass having a semicircular cross section that curves down to form walls or attach to walls shall be prohibited (see Images 6-1 and 6-2) . (c) Permitted metal sided structures shall be treated with factory applied paint (d) Accessory structures with wood, stucco, brick, Am Ibk concrete block or other masonry siding shall be setback in accordance with the R1-43 zoning district setback standards (e) Accessory structures with metal siding shall be setback in accordance with the following. 1 Front Yard Setback Structures with metal sidewalls up to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum front-yard setback. 2 . Rear Yard Setback. Structures with metal sidewalls up to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum rear-yard setback. Ordinance No. 1381 Page 4 of 8 / iS 3 . Side Yard Interior Lot Setback a) Structures with metal sidewalls less than or equal to eight (8) feet in height shall be allowed subject to a ten (10) foot minimum side-yard setback b) Structures with metal sidewalls greater than eight (8) feet and less than ten (10) feet in height shall be allowed subject to a twenty (20) foot minimum side-yard setback. c) Structures with metal sidewalls greater than ten (10) feet and less than or equal to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum side-yard setback. 4 Side Yard Corner Lot Setback. a) Structures with metal sidewalls less than or equal to ten (10) feet in height shall be allowed subject to a twenty (20) foot minimum corner lot side-yard setback. b) Structures with metal sidewalls greater than ten (10) feet and less than or equal to twelve (12) feet in height shall be allowed subject to a thirty (30) foot eS minimum corner lot side-yard setback. 5. Neighborhood Petition. The maximum metal sidewall heights established above for properties with R1-43 base zoning may be increased to 15 feet if 100% of the property owners of adjacent properties and 50% of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase (s) through a petition that is drafted, signed and acknowledged in accordance with Development Services Department standards Adjacent properties shall be defined as property adjoining the Ordinance No 1381 Page 5 of 8 IffiN subject property and/or property directly across the street, private road or road easement from the subject property (f) Earth tone colors shall be used for accessory structures . GR, TR and 2 Residential zoningdistricts, exceptR1-43, ( ) P shall have at least seventy-five percent (75%) of each exterior wall of a metal building covered with supplemental building materials including, but not limited to, wood, masonry, stucco or brick that are compatible and consistent with the main dwelling structure. (3) The Zoning Administrator shall be responsible for determining if the accessory structure' s proposed design and exterior facade is compatible and consistent with the main structure. (4) Existing accessory structures, or any additions, alterations or expansions of existing accessory structures that were legally constructed prior to the effective date of this ordinance amendment shall be grandfathered (E) Height Regulations . The following height requirements shall apply to accessory structures larger than 120 square feet. (1) Maximum height for accessory structures located in residential and commercial zoning districts, except the GR, TR, R1-43, R1-43/MH, R1-43/PD, CB-1, CB-2, CI- 1 and CI-2 zoning districts, shall be less than or equal to the maximum height allowed by the zoning district for the main building. (2) Maximum height for accessory structures located on property with R1-43 base zoning shall be twenty (20) feet. Neighborhood Petition. The maximum structure height established above for properties with R1-43 base zoning may be increased to 25 feet if 100% of the property owners of adjacent properties and 50% of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase (s) through a petition that is drafted, signed Ordinance No 1381 Page 6 of 8 1 and acknowledged in accordance with Development Services Department standards . Adjacent properties shall be defined as property adjoining the subject property and/or property directly across the street, private road or road easement from the subject property. (3) The height of accessory structures is defined as the ........ distance from pre-construction ground level (i .e. , prior to filling) to the top of the parapet or the peak of the roof, depending on the design of the roof. (4) Proposed accessory structures that do not comply with the height requirements established above may be approved through a conditional use permit, which may result in additional design, landscape or site conditions . .4 `f } .. 4 t!i S Image 6-1 rAffk 1 €�5 #t ,d k A. Mu Ordinance No 1381 Page 7 of 8 Aft. Aft. Image 6-2 SECTION II: REPEALING ANY CONFLICTING PROVISIONS All ordinances and parts of ordinances in conflict with the provisions of this ordinance are hereby repealed. SECTION III: PROVIDING FOR SEVERABILITY Inik If any section, subsection, sentence phrase, clause or portion of this ordinance, or any part of the code adopted herein by reference, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 2012. SIGNED AND ATTESTED TO THIS DAY OF , 2012 JOHN INSALACO Mayor ATTEST• KATHLEEN CONNELLY City Clerk Amok APPROVED AS TO FORM R JOEL STERN City Attorney Ordinance No. 1381 Page 8 of 8 ORDINANCE NO. 1381 AN ORDINANCE OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AMENDING THE APACHE JUNCTION CITY CODE, VOLUME II, LAND DEVELOPMENT CODE, CHAPTER 1, ZONING ORDINANCE, ARTICLE 1-6, GENERAL PROVISIONS AND EXCEPTIONS, BY REPEALING, AMENDING AND READOPTING SECTIONS 1-6-19-C, 1-6-19-D AND 1-6-19-E ACCESSORY BUILDINGS AND STORAGE SHEDS, IN CASE AM-4-11; AND REPEALING ANY CONFLICTING PROVISIONS; AND PROVIDING FOR SEVERABILITY. WHEREAS, Section 1-6-19 of the Zoning Code sets forth the regulations for Accessory Buildings and Storage Sheds in certain zoning districts, and WHEREAS, the Planning and Zoning Commission ("Commission") received a petition from approximately 105 residents living within the R1-43 zoning district petitioning against metal and Quonset hut accessory buildings larger than 120 square feet in size located within their R1-43 zoning district, and WHEREAS, the Commission directed staff to draft an ordinance amendment to strengthen the design requirements for accessory structures located within the R1-43 zoning district, and then schedule a public hearing on such amendment; and WHEREAS, on January 10, 2012, after holding two work sessions and one public hearing, the Commission voted 4 to 3 to recommended amendment to Sections 1-6-19-C, 1-6-19-D and 1-6-19-E regarding accessory building design, height and size standards; and WHEREAS, on February 21, 2012, after reviewing and discussing the Commission's recommendation, the City Council gave direction to staff to reformulate the recommended ordinance amendment and return to the Council for public hearing and possible action regarding amendment to the accessory building regulations. WHEREAS, following public hearing at the City Council on April 3, 2012, the Council continued the ordinance to a date uncertain pending stakeholder group discussion and resolution of the ordinance issues; and WHEREAS, on May 23, 2012, after two professionally facilitated meetings, a group of local residents recommended certain revisions to the Planning and Zoning Commission's recommended ordinance, which are included in this ordinance. Ordinance No 1381 Page 1 of 7 Ink Ink NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS: SECTION I. IN GENERAL The Apache Junction City Code, Volume II, Land Development Code, Chapter 1, Zoning Ordinance, Article 6, General Provisions and Exceptions, Sections_1- 6-19-C, 1-6-19-D and 1-6-19-E Accessory Buildings and Storage Sheds, shall be repealed, amended and readopted to read as follows. (C) Location and Size Requirements . The following location and size requirements shall apply to accessory structures larger than 120 square feet . (1) Accessory structures are permitted in the buildable area where the main building is permitted (2) Accessory structures in the multiple family residential zones or commercial zones shall not be larger than the existing building footprint of the main structure . (3) Accessory structures located on property with R1-43 base zoning shall not be larger than 2, 000 square feet in size. Neighborhood Petition. The maximum structure size established above for properties with R1-43 base zoning may be increased to 5, 000 square feet if 100o of the property owners of adjacent properties and 500 of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase through a petition that is drafted, signed and acknowledged in accordance with Development Services Department standards Adjacent properties shall be defined as property adjoining the subject property and/or property directly across the street, private road or road easement from the subject property. (4) Accessory structures in a single-family residential zone with lot sizes less than 20, 000 square feet shall not be larger than 75% of the existing building footprint of the main structure . (5) Accessory structures in single-family residential zones shall comply with the maximum lot coverage zoning standard. Ordinance No. 1381 Page 2 of 7 (D) Design Requirements . The following design requirements shall apply to accessory structures larger than 120 square feet (1) Accessory structures located on property with R1-43 base zoning shall comply with the following design requirements . Iook (a) Non-painted galvanized metal siding and corrugated fiberglass siding shall be prohibited. (b) An accessory structure of corrugated metal or fiberglass having a semicircular cross section that curves down to form walls or attach to walls shall be prohibited. (see Images 6-1 and 6-2) (c) Permitted metal sided structures shall be treated with factory applied paint . (d) Accessory structures with wood, stucco, brick, concrete block or other masonry siding shall be setback in accordance with the R1-43 zoning district setback standards (e) Accessory structures with metal siding shall be setback in accordance with the following 1 Front Yard Setback. Structures with metal sidewalls up to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum front-yard setback /1ft. 2 Rear Yard Setback Structures with metal sidewalls up to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum rear-yard setback 3 Side Yard Interior Lot Setback a) Structures with metal sidewalls less than or equal to eight (8) feet in height shall be allowed subject to a ten (10) foot minimum side-yard setback. b) Structures with metal sidewalls greater than eight (8) feet and less than ten (10) feet in height shall be allowed Ordinance No 1381 Page 3 of 7 subject to a twenty (20) foot minimum side-yard setback. c) Structures with metal sidewalls greater than ten (10) feet and less than or equal to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum side-yard setback 4 Side Yard Corner Lot Setback a) Structures with metal sidewalls less than or equal to ten (10) feet in height shall be allowed subject to a twenty (20) foot minimum corner lot side-yard setback. b) Structures with metal sidewalls greater than ten (10) feet and less than or equal to twelve (12) feet in height shall be allowed subject to a thirty (30) foot minimum corner lot side-yard setback. 5 Neighborhood Petition. The maximum metal sidewall heights established above for properties with R1-43 base zoning may be increased to 15 feet if 100% of the property owners of adjacent properties and 50% of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase (s) through a petition that is drafted, signed and acknowledged in accordance with Development Services Department standards . Adjacent properties shall be defined as property adjoining the subject property and/or property directly across the street, private road or road easement from the subject property. (f) Earth tone colors shall be used for accessory structures (2) Residential zoning districts, except GR, TR and R1-43, shall have at least seventy-five percent (75%) of each exterior wall of a metal building covered with supplemental building materials including, but not Ordinance No. 1381 Page 4 of 7 limited to, wood, masonry, stucco or brick that are compatible and consistent with the main dwelling structure . (3) The Zoning Administrator shall be responsible for determining if the accessory structure' s proposed design and exterior fagade is compatible and consistent with the main structure . �► (4) Existing accessory structures, or any additions, alterations or expansions of existing accessory structures that were legally constructed prior to the effective date of this ordinance amendment shall be grandfathered. (E) Height Regulations The following height requirements shall apply to accessory structures larger than 120 square feet . (1) Maximum height for accessory structures located in residential and commercial zoning districts, except the GR, TR, R1-43, R1-43/MH, R1-43/PD, CB-1, CB-2, CI- 1 and CI-2 zoning districts, shall be less than or equal to the maximum height allowed by the zoning district for the main building (2) Maximum height for accessory structures located on property with R1-43 base zoning shall be twenty (20) feet Neighborhood Petition. The maximum structure height established above for properties with R1-43 base zoning may be increased to 25 feet if 100% of the �. property owners of adjacent properties and 50% of the property owners of those properties within 80 feet of the adjacent properties agree with the proposed increase (s) through a petition that is drafted, signed and acknowledged in accordance with Development Services Department standards Adjacent properties shall be defined as property adjoining the subject property and/or property directly across the street, private road or road easement from the subject property (3) The height of accessory structures is defined as the distance from pre-construction ground level (1 .e , prior to filling) to the top of the parapet or the peak of the roof, depending on the design of the roof. Ordinance No 1381 Page 5 of 7 (4) Proposed accessory structures that do not comply with the height requirements established above may be approved through a conditional use permit, which may result in additional design, landscape or site conditions • p ._.. "I I-'� ` Image 6-1 . i1' #;a i a, 114* 1 Image 6-2 SECTION II: REPEALING ANY CONFLICTING PROVISIONS All ordinances and parts of ordinances in conflict with the provisions of this ordinance are hereby repealed. Ordinance No. 1381 Page 6 of 7 ems 1s SECTION III: PROVIDING FOR SEVERABILITY If any section, subsection, sentence phrase, clause or portion of this ordinance, or any part of the code adopted herein by reference, is for any reason held to be invalid or unconstitutional by the decision of any court of competent 3urisdiction, such decision shall not affect the validity of the remaining portions thereof PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 2012 SIGNED AND ATTESTED TO THIS DAY OF , 2012. JOHN INSALACO Mayor ATTEST. KATHLEEN CONNELLY City Clerk APPROVED AS TO FORM R JOEL STERN City Attorney Ordinance No. 1381 Page 7 of 7 ACHE' OF�\G zn� City of Apache Junction gR,Z�aP Development Services Department To: Mayor and City Council From: Brad Steinke, Director of Development Services Date. July 3, 2012 Subject. Proposed Ordinance 1381 Accessory Building Zoning Text Amendment (Case AM-4-11) On April 3, 2012, the Council held a public hearing on Ordinance 1381 and continued the matter to a date uncertain pending review and recommendation from the grass roots neighborhood group. After two professionally facilitated meetings,this grass roots neighborhood group has gained consensus The draft ordinance (i e, Ordinance No 1381) reflects the neighborhood group's shared recommendation on changes to the ordinance Both the edited version and clean version is included in your packet. As you can see, the fundamental changes for accessory structures within the R1-43 district include the following. 1. Applies to all R1-43 zoned property(see Exhibit A map) 2 Allows metal sided buildings subject to metal sidewall height limitations based on variable setback distances 3. Prohibits unpainted galvanized corrugated metal and fiberglass siding. 4. Prohibits Quonset Hut type buildings 5 Establishes maximum building size of 2,000 square feet. 6. Establishes maximum building height of 20 feet. 7. Establishes a neighborhood petition option for increased size, building height and/or steel siding height. Planning&Zoning Commission Recommendation At their January 10, 2012, meeting the Planning and Zoning Commission voted 4-3 to recommend Council approval of an accessory building ordinance amendment (Note the draft ordinance before the Council is a variation of the Commission's recommended ordinance) Staff Comment Staff is pleased with the facilitated group outcome and believes that the recommended changes are worthy of consideration by the Council At the June 18th work session,the Council appeared to agree Suggested Council Action The Council can decide to take one of the following actions 1. Motion to approve proposed Ordinance 1381 (neighborhood group version). 2. Motion to deny proposed Ordinance 1381 3 Motion to modify and approve proposed Ordinance 1381 1 Exhibit A GR and R1-43 Zones A MCKELLIPS NORTH 0 O z = G a . .-k 0 q 0 Gs*" I- QP O - LOST DUTCHMAN.. P it O ,' ■ ..� ;_ fP TEPEE ' • j Legend --.__ ■• _ RSTITtON Q �� a O Zoning ■ ` +. • t l 0 GR APACHE Q R1-43 i R 1-43 MH 2 rri r R 1-43/PD w al SOUTHERN = - - Iti Z c CI o�, o lirw yyIV j a " u. Aso 0 a o yty 111 o y so _ ■ f.f.ASEI� 1 BASELIN Q 0 - - 0 w 7 cc 3 O GUADALUPE- ) Cr] 0 allillak 1/29/2009 City of Apache Junction Development Services GIS Note:A colored version of this map will be illustrated at the Council meeting. 2 Nik ROLL CALL IlieE � 9 NOTES • I 71, �� • ABEIMENUISW weravAmmaTemor ITEM # CCO MEETING OF 1)3') fc)61A)' MOTION BY: SECONDED BY YES NO ABSTAINED COUNCILMEMBER SERDY I VICE MAYOR DIETZ ;I -ANS COUNCILMEMBER WILSON ✓ COUNCILMEMBER WALDRON COUNCILMEMBER BARKER `VuH4 UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL ,,/ ROLL CALL VOTE NOTES ITEM # MEETING OF MOTION BY SECONDED BY \...AVI/k YES NO ABSTAINED COUNCILMEMBER BARKER I/ COUNCILMEMBER WALDRON COUNCILMEMBER WILSON tiNCTLIGTE1C BER VAi VICE MAYOR DIETZ COUNCILMEMBER SERDY UNANIMOI/JS IN FAVOR OPPOSED ABSTAINED TOTAL ,J/ ITEM NO. 8 I MOVE THAT ORDINANCE NO. 1381 BE READ BY TITLE ONLY AND THAT THE READING OF THE ENTIRE ORDINANCE BE WAIVED (Call upon the city clerk to read Ordinance No 1381 by title only Majority vote required ) I MOVE THAT ORDINANCE NO. 1381, AS READ BY THE CITY CLERK, (BE APPROVED AND ADOPTED) OR(BE DENIED). I MOVE THAT ORDINANCE NO 1381, AS READ BY THE CITY CLERK, BE APPROVED AND ADOPTED WITH THE FOLLOWING AMENDMENTS• O� Is ACHFJGti �- City a of Apache Junction U Z Home of the .S uperoilion Mountains Print TO: City Manager's Office FROM: Shane Kiesow, Public Works Manager DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: TITLE OF AGENDA ITEM: CONSIDERATION OF POWER PURCHASE AGREEMENT FOR SOLAR FACILITIES WITH SIEMENS INDUSTRIES. ALONG WITH CITY STAFF, REPRESENTATIVES OF SIEMENS AND SRP WILL BE PRESENT TO PRESENT AND DISCUSS THE AGREEMENT ACTION REQUESTED. Recommendation for Approval DISCUSSION/ BACKGROUND INFORMATION: This consideration is regarding a proposed power purchasing agreement (PPA) with Siemens Industries for the installation and maintenance of solar panels as covered parking structures at city hall, multigenerational recreation center and library recently discussed at the July 2, 2012 City Council Work Session Representatives from Siemens Technologies, SRP and city staff will give an overview of recent changes with the PPA, overview of the installation, maintenance and operational processes for city council's further consideration. FISCAL IMPACT: Budgetary Approval Not Required '1PTIONS/ALTERNATIVES• RECOMMENDATION: Staff recommendation ATTACHMENTS: Click to download No Attachments Available /1 SOLAR ENERGY POWER PURCHASE AGREEMENT THIS SOLAR POWER PURCHASE AGREEMENT (this "PPA" or "Agreement") is made and entered into as of this day of July, 2012 (the "Effective Date"), by and between Siemens Industry, Inc, a Delaware corporation, through its Building Technologies Division ("Seller") and the City of Apache Junction, an Arizona Municipal Corporation ("Customer") Seller and Customer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." WHEREAS, in order to effectuate the transactions contemplated hereby, Seller will sell to Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona ("SRP") all of the Energy Output and all of the Environmental Attributes from the System pursuant to that certain Power Purchase and Sale Agreement between SRP and Seller("PPSA") attached hereto as Exhibit A hOutput WHEREAS, Customer desires to purchase from SRP all of the Energyand P therefore, SRP, Customer and Seller are entering into that certain SRP Commercial Solar Energy Program Supplement to Program Requirements ("SRP Supplement Agreement") (attached hereto as Exhibit B) and Customer and Seller are entering into this PPA to establish the terms and conditions under which Customer will receive and pay for all the Energy Output, to facilitate the transactions contemplated by such agreements WHEREAS, concurrently herewith, Customer and Seller are entering that certain Site Lease Agreement (the "Site Lease") (attached hereto as Exhibit C) pursuant to which Seller agrees to lease a portion of Customer's premises located at (i) 300 E. Superstition Boulevard, (ii) 1177 N Idaho Road; and, (iii) 1035 N Idaho Road, Apache Junction, Arizona 85119 (the "Premises") as more particularly described in the Site Lease. WHEREAS, Seller intends to install and operate a solar energy facility (the "System") as more particularly defined in Exhibit D hereto. NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows ARTICLE I DEFINED TERMS; RULES OF INTERPRETATION 1 1 Defined Terms Capitalized terms used in this PPA shall have the meanings ascribed to them in the Schedule of Definitions and Rules of Interpretation attached hereto as Schedule 1 and made an integral part of this PPA by this reference 12 Rules of Interpretation The rules of interpretation in the Schedule of Definitions and Rules of Interpretation shall apply to this PPA unless expressly provided otherwise. ARTICLE II TERM 2 1 Term. The initial term of this PPA (the "Initial Term") shall commence on the Effective Date and shall be in effect until 00.00 hours Mountain Standard Time on the 20th anniversary of the Commercial Operation Date. The Term may be extended for additional penods by wntten agreement of the Parties executed no less than thirty (30) days pnor to the expiration of the then current Term (each such extension, an "Extension Term"), with each such Extension Term expiring at 00.00 hours Mountain Standard Time on the respective anniversary of the Commercial Operation Date, unless earlier terminated by either Party pursuant to Section 9 2 The Initial Term and each Extension Term may not be terminated by either Party, except as expressly set forth in this PPA 2.2 Conditions Precedent The respective nghts and obligations of the Parties under this PPA are expressly conditioned upon the satisfaction in full (or wntten waiver) of all of the following conditions. (a) Customer and Seller shall have entered into the Site Lease; (b) Seller and SRP shall have entered into the PPSA, (c) Seller, SRP and Customer have entered into the SRP Supplement Agreement, (d) If necessary for the sale of Energy Output pursuant to the terms of this PPA, Customer shall have entered into an interconnection agreement with the local electnc utility, (e) Seller shall have entered into all applicable contracts required for the System to be placed in service, (0 Seller shall have obtained all necessary permits, licenses and other approvals required by Applicable Law to install and operate the System; (g) Customer shall have obtained, and provided Seller with proof of, insurance required to be maintained by Customer pursuant to the terms of this PPA, (h) Customer shall have provided Seller with a legal opinion regarding matters customary for a transaction of this type, including regarding the enforceability of this PPA, the Site Lease, and the SRP Supplement Agreement in form and substance satisfactory to Seller, and (i) Seller is not and will not be subject to regulation as a "public service corporation," "utility" or similar term under Anzona utility laws prior to, on, or following operation of the System. 2 If the conditions precedent above are not satisfied by February 1, 2013, Seller may terminate this PPA without penalty and without triggenng the default provisions of Article 9 or incumng any liability under this PPA whatsoever Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this PPA. 2 3 Notice of Commercial Operation Seller shall notify Customer when the System is capable of Commercial Operation, and shall in such notice certify to Customer the Commercial Operation Date 2 4 Removal of System at End of Term Except as otherwise provided herein, Seller shall be entitled, within 180 days following the end of the Term, and at Seller's sole cost and expense, to remove the System from the Premises Customer shall allow Seller and its agents, consultants, and representatives to have access at all reasonable times to the Premises and the System for purposes of such removal. The Seller is responsible to repair any and all damage caused by the removal of the System 2.5 As-Available Energy The Parties acknowledge that the Energy Output delivered hereunder is delivered "as available" to Customer and Seller's failure to deliver Energy Output for any reason shall not give nse to any default, claim or damages by Customer hereunder For further clanfication, this PPA does not contain any guarantees by Seller of any level of Energy Output. 2 6 Survival Effective as of any termination of this PPA, the Parties will no longer be bound by the terms and conditions of this PPA, except (a) to the extent necessary to enforce any rights and obligations of the Parties, including payment obligations, ansing under this PPA pnor to and upon termination of this PPA, (b) as provided in Article 13, and (c) that the obligations of the Parties under this PPA with respect to indemnification will survive the termination of this PPA (but only with respect to claims for indemnification based upon events or circumstances occurring or ansing on or before the termination of this PPA) ARTICLE III PURCHASE AND SALE; DELIVERY; GOVERNMENTAL CHARGES 3.1 Purchase and Sale of Energy. Commencing on the Commercial Operation Date and continuing throughout the remainder of the Initial Term and any Extension Term, Seller shall make available to Customer through SRP, and Customer shall take delivery of and purchase, at the Delivery Point, all of the Energy Output, whether or not Customer is able to use such Energy Output Customer is responsible for any Energy Output delivered by Seller at the Delivery Point that is in excess of the Energy Output required by Customer at the Premises. Neither Party shall seek to change any of the rates or terms of this PPA by making a filing or application with any local, state or federal agency with jurisdiction over such rates or terms or exercise any nghts a Party may have, if any, to seek changes to such rates or terms dunng the Initial Term or any Extension Term of this PPA. 3 2 Pnce for Energy Output; Payment Customer acknowledges that Seller will be paid by SRP for the Energy Output and that Customer shall pay SRP for Customer's receipt of 3 the Energy Output pursuant to the SRP Supplement Agreement, as measured by the Project Metenng Device The payment for the Energy Output will be made by Customer pursuant to the SRP Supplement Agreement 3 3 [reserved] 3 4 Payment for Curtailed Energy. If Customer curtails or otherwise fails to accept Energy Output produced, or that would otherwise have been produced and delivered to the Delivery Point but for such curtailment or failure to accept, Customer shall pay to Seller at the rate that SRP would have paid Seller under the PPSA for all Energy Output that would have been produced and delivered to the Delivery Point but for Customer's curtailment or failure to accept 3 5 Title and Risk of Loss. Title to and nsk of loss of the Energy Output will pass from Seller to Customer at the Delivery Point Seller warrants that it will deliver the Energy Output to Customer at the Delivery Point free and clear of all hens, secunty interests, claims, and other encumbrances 3 6 Governmental Charges. Customer shall be responsible for, and pay, all Governmental Charges imposed on the delivery and sale of Energy Output by Seller through SRP to Customer, whether imposed before, upon or after the delivery of Energy Output to Customer at the Delivery Point Both Parties shall use reasonable efforts to administer this PPA and implement its provisions so as to minimize Governmental Charges In the event any of the sales of Energy hereunder are to be exempted from or not subject to one or more Governmental Charges, promptly upon Seller's request therefore, Customer shall provide Seller with all necessary documentation to evidence such exemption or exclusion 3.7 Station Power Customer shall provide Seller, at no cost to Seller, with Station Power. 4 ARTICLE IV ENVIRONMENTAL ATTRIBUTES AND ENVIRONMENTAL FINANCIAL INCENTIVES 4 1 Environmental Attributes and Environmental Financial Incentives. The Parties agree that Seller will transfer any applicable Environmental Attributes to SRP in accordance with the PPSA Customer shall take reasonable measures to assist Seller in obtaining all Environmental Attributes and Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Seller's request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Seller's, SRP's or its assignee's right, title and interest in and to the Environmental Attnbutes and the Environmental Financial Incentives, as applicable. If the standards used to qualify the Environmental Attributes or Environmental Financial Incentives to which Seller is entitled under this Agreement are changed or modified, Customer shall, at Seller's request and expense, use reasonable efforts to cause the Environmental Attributes and/or Environmental Financial Incentives to comply with new standards as changed or modified If Customer acts in bad faith in completing documentation or taking actions reasonably requested by Seller, and such acts result in the loss of an Environmental Attribute or Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Seller for the full amount of such lost Environmental Attribute and/or Environmental Financial Incentive. Customer shall not knowingly take any action or suffer any omission that would have the effect of impainng the value to the Seller of the currently available Environmental Attributes and Environmental Financial Incentives 4 2 Reporting of Ownership of Environmental Attributes and Environmental Financial Incentives. Customer shall not report to any Person that any Environmental Attributes or Environmental Financial Incentives relating to the Energy Output belong to any Person other than Seller 4 3 Capacity Rights Notwithstanding the purchase and sale of Energy Output pursuant to Section 3 1, all Capacity Rights shall remain the property of Seller Seller shall have all right, title and interest in and to any and all Capacity Rights that relate to the System during the Term. ARTICLE V CONSTRUCTION AND INSTALLATION OF THE SYSTEM 5 1 Installation Subject to Section 5 2, Seller will cause the System to be designed, engineered, installed and constructed substantially in accordance with the terms of this PPA and the Site Lease Customer shall have the right to review all construction plans Seller shall procure all materials and equipment for the installation of the System and maintain the same at the Premises Subject to the terms of the Site Lease and to the extent commercially practical, Seller shall perform the installation of the system in a manner that minimizes inconvenience to, and interference with, Customer. Notwithstanding the foregoing, in the event that Seller determines in its sole discretion that it is unable to install or interconnect the System at the Premises, it shall be under no obligation to do so, and this PPA shall terminate and be of no 5 further force and effect upon written notice from Seller to Customer to that effect 5.2 Utility Approvals. Seller shall be responsible for and bear all costs associated with applying for and obtaining all permits, licenses and approvals required for the installation, operation, and maintenance of the System Notwithstanding the foregoing, Customer agrees to assist and cooperate with Seller in obtaining all necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including but not limited to the submission of applications for interconnection of the System with the local electric utility, if any Customer shall not make any material changes to its electrical equipment at the Premises after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility or the local inspector fail to approve the interconnection of the System with respect to the Premises or require equipment in addition to the equipment set forth in Exhibit Din connection with the Premises, Seller may terminate this PPA immediately subsequent to notification from the local utility of such failure to approve or additional requirement without further liability to Seller The Parties shall not be obligated to proceed with the installation of the System if the applicable utility or inspector approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades 5 3 Energy Delivery The Commercial Operation Date shall be the date that Seller has given written notice to Customer and SRP that the deliveries of Energy Output have commenced, consistent with the definition of Commercial Operation Date in the PPSA Notwithstanding anything to contrary, Seller shall not have any liability to Customer for delays to the Commercial Operation Date 5 4 Customer Cooperation and Responsibilities. Customer will cooperate with Seller and any third parties with whom Seller contracts by providing access to the Premises during working hours without unreasonable restrictions. Customer shall cooperate with Seller in obtaining and maintaining all permits and licenses required for Commercial Operation as further described in Section 5.2. 5 5 Hazardous Materials. (a) The Customer shall disclose in writing to Seller,prior to the execution of the this PPA, all Hazardous Materials present, potentially present, or likely to become present, at the Premises and Customer agrees to accomplish the Remediation of such, at its own cost and expense Except as disclosed in accordance with the foregoing, the Customer represents that there are no Hazardous Materials at the Premises Seller will notify the Customer immediately if it discovers or suspects the presence of any Hazardous Materials at the Premises (b) In the event that any Hazardous Materials are later discovered, the existence of such Hazardous Materials shall be deemed to constitute a change in the construction of the System equivalent to a material change in the PPA, which change must be agreed to by Seller and Seller may suspend further performance of its obligations hereunder until the Customer shall 6 have accomplished the Remediation at the Customer's sole cost and expense. Even if an appropriate modification has been entered into pursuant to this section, Seller will continue to have the right to suspend construction and installation until the Premises is free from Hazardous Materials In such event, Seller will receive an equitable extension of time to complete its obligations, and additional compensation through separate invoice to Customer by Seller, considered extra services, for delays caused by Remediation. Any suspension by Seller pursuant to this section shall not relieve the Customer of its obligations hereunder (c) The Customer warrants that it has provided to Seller a copy of all current jobsite safety policies, including but not limited to lock-out and tag procedures, laboratory procedures, chemical hygiene plan, material safety data sheets, and other items covered or required to be disclosed or maintained by federal, state,or local laws,regulations or ordinances 5 6 Performance Assurance If Seller at any time has reasonable grounds to believe that Customer's creditworthiness poses a material nsk to its performance under this Agreement, Seller may by written notice to Customer require Customer to provide Performance Assurance in an amount specified by Seller withm five(5)Business Days of such written notice ARTICLE VI OWNERSHIP, MAINTENANCE OF SYSTEM 6.1 Ownership of System by Seller. Seller shall own the System, and shall be entitled to all ownership benefits of the System, including, without limitation, the nght to own, claim and retain any and all Environmental Attributes and Environmental Financial Incentives Seller shall be entitled to file as a protective notice as to Seller's ownership of the System any reasonably necessary Uniform Commercial Code financing statements with such authorities and with any filing office as Seller may determine are reasonably necessary or advisable to protect Seller's interest in the System and/or this PPA Customer authorizes Seller to file (and Customer shall execute if requested by Seller) any Uniform Commercial Code financing statements (including any amendments thereto) or similar filings with such authorities and with any filing offices as Seller may determine are necessary or advisable to protect Seller's interest in the System and/or this PPA. 6.2 Lease of Premises. Pursuant to the terms and conditions of the Site Lease being entered into concurrently herewith, the Parties acknowledge and agree that Seller is leasing the portion of Premises upon which the System is located 6 3 Maintenance of System by Seller. Seller shall maintain the System in good condition and repair in accordance with applicable contractor, subcontractor and vendor warranties and guarantees and manufacturer's specifications, all Applicable Laws, and the applicable requirements of the insurance policies maintained by Customer (copies of which have been provided to Seller) with respect to the System, and the terms of this PPA Seller and its agents, consultants, and representatives shall have access at all reasonable times (including under emergency conditions) to the Premises and the System, all System operations, and any documents, materials and records and accounts relating thereto for purposes of inspection and maintenance of the System During any inspection or maintenance of the System, Seller, and 7 its agents, consultants and representatives shall comply with Customer's reasonable safety and secunty procedures, and Seller and its agents, consultants and representatives shall conduct such inspection and maintenance in such a manner as to cause minimum interference with Customer's activities 6 4 Expansion; Modification Seller may choose at any time to expand or modify the System including, among other reasons (none of which shall be prohibited by this PPA) adding solar power-generating equipment and or interconnection facilities and increasing the electncal capacity Such expansion or modification may require additional space at the Premises Notwithstanding the above, Seller shall not expand or modify the System (except as otherwise contemplated in this PPA) without Customer's consent, which shall not be unreasonably withheld. Customer shall consider in good faith any request by Seller to provide any additional space at no cost to Seller if required by Seller ARTICLE VII METERING 7 1 Seller shall install separate and independent meters on the System that are reflected on the plans and will be monitored by the Seller. Seller shall comply with metenng requirements of SRP to include installation of phone/data circuits to meet metenng requirements Seller shall install metering equipment and data circuit for metering by Customer to connect to Customer's energy information system. All costs associated with installation of phone/data circuits and monthly fees are to be paid by Seller ARTICLE VIII LOSS, DAMAGE OR DESTRUCTION OF SYSTEM; INSURANCE; FORCE MAJEURE 8 1 System Loss (a) Subject to Customer's obligation to indemnify Seller set forth in Section 11.1, Seller shall bear the nsk of any System Loss (b) In the event of any System Loss that, in the reasonable judgment of Seller, results in less than total damage, destruction or loss of the System, this PPA will remain in full force and effect and Seller has the option, at Seller's absolute and sole discretion and sole cost and expense, to repair or replace the System as quickly as practicable Seller shall be entitled to all proceeds of insurance with respect to the System (c) In the event of any System Loss that, in the reasonable judgment of Seller,results in total damage, destruction or loss of the System, Seller shall, within forty-five (45) days following the occurrence of such System Loss, notify Customer whether Seller is willing, notwithstanding such System Loss, to repair or replace the System In the event that Seller notifies Customer that Seller is not willing to repair or replace the System, this PPA will terminate automatically effective upon the delivery of such notice, and Seller shall be entitled to all proceeds of insurance with respect to the System, provided, however, that proceeds paid on account of damage to the Premises shall be paid to Customer, and provided, further, that 8 there shall be no further liability to Seller. 8 2 Insurance (a) Each Party will, at its own cost and expense, maintain commercial general liability insurance with limits not less than $2,000,000 for injury to or death of one or more persons in any one occurrence and $1,000,000 for damage or destruction to property in any one occurrence. Each Party will name and endorse the other Party as an additional insured in each such policy For the avoidance of doubt, Seller's property insurance shall cover the System and Customer's property insurance shall cover the Premises upon which the System is located (b) Customer will maintain worker's compensation and employer's liability insurance, including Stop Gap coverage, in compliance with Applicable Laws The limits of employers' liability insurance shall not be less than $1,000,000 (c) Prior to the Commercial Operation Date, Seller will maintain at its own expense property insurance written on a builder's "all-risk" or equivalent policy form on a replacement cost basis without optional deductibles. The policy form shall include without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and start-up, rebuilding and debris removal including demolition occasioned by enforcement of any applicable legal requirements If the insurance requires deductibles or retentions, Seller shall pay costs not covered because of such deductibles or retentions Such coverage shall be occurrence based. Such coverage shall terminate on the Commercial Operation Date (d) At and after the Commercial Operation Date, Customer shall provide and maintain insurance against any System Loss, including business interruption insurance, in an amount not less than the System Loss Amount, with loss payable to Seller The period of indemnity shall not be less than twelve (12) months Each policy shall waive the insurer's right of subrogation, except that Customer's policy shall provide that in the event of casualty or loss at the Premises affecting the System, Seller's property insurer may proceed against the Customer's property insurer Any such policies of insurance shall expressly provide that said insurance as to Seller shall not be invalidated by any act, omission or neglect of Customer and cannot be canceled without at least fifteen (15) days prior written notice to Seller As to each such policy, Customer shall furnish to Seller a certificate of insurance from the insurer, which certificate shall evidence the insurance coverage required by this Section 8 2 In the event that Customer is, notwithstanding the use of its commercially reasonable efforts, unable to obtain the insurance required by this Section, Seller shall be entitled to obtain such insurance at Customer's cost and expense Customer shall, promptly upon demand therefor from Seller, reimburse Seller for the full cost and expense of any such insurance that is obtained by Seller. Notwithstanding the foregoing, Seller shall be responsible for all insurance and shall reimburse Customer for insurance for all periods (computed on a pro rata daily basis) for which the System is not in operation in excess of five (5) days a year in the aggregate. (e) The provisions of this PPA shall not be construed so as to relieve any insurer of 9 ON its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies. The liability of the Parties shall not be limited by insurance 8 3 Performance Excused by Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable (and in any event within five business days after the Force Majeure first prevents performance by the Claiming Party), then the Claiming Party will be excused from the performance of its obligations under this Agreement(other than the obligation to make payment then due or becoming due under this Agreement) The Claiming Party will use commercially reasonable efforts to eliminate or avoid the Force Majeure and resume performing its obligations under this Agreement,provided, however, that neither Party is required to settle any strikes, lockouts or similar disputes except on terms acceptable to such Party, in its sole discretion. The non-Claiming Party will not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure for so long as the claim of Force Majeure continues In case an event of Force Majeure continues for at least one year with respect to the System, then either Party may terminate this Agreement by written notice to the other Party ARTICLE IX EVENTS OF DEFAULT; REMEDIES 9.1 Events of Default An "Event of Default" means, with respect to a Party (a "Defaulting Party"),the occurrence of any of the following. (a) Customer's failure to make, when due, anypayment required under this PPA for Energy Output delivered to the Delivery Point, and such remains unremedied for a period of five (5) days from the due date thereof, (b) the failure to make, when due, any payment or Performance Assurance required under this PPA(other than as described in Section 9 1(a), if such failure is not remedied within twenty(20) days after written notice, (c) the failure to perform any material covenant or obligation set forth in this PPA (except to the extent constituting a separate Event of Default), if such failure is not remedied within thirty(30) days after receipt of written notice (or such longer period not to exceed sixty (60) days, provided such failure is capable of being cured within such sixty (60) day period and the Defaulting Party is diligently attempting performance), (d) such Party becomes Bankrupt, (e) such Party fails to provide or maintain in full force and effect any required insurance, 10 ,^ (f) Lessor (as defined in the Site Lease), makes a Transfer (as defined in the Site Lease) without prior written notice to Seller, such Lessor transferee does not agree to be bound by the terms of the Site Lease, or both, (g) default by Lessor (as defined in the Site Lease) under the Site Lease, which interferes with the System operation for more than thirty (30) days, and which shall be a Customer default, or (h)termination of the PPSA or the SRP Supplement Agreement, due to (a) Customer's default under the SRP Supplement Agreement , (b) Customer default specified in section 2 3 of the PPSA, or(c) termination or disconnection of a Customer account with SRP 9 2 Remedies for Event of Default If at any time an Event of Default with respect to a Defaulting Party has occurred and is continuing (except as otherwise provided in Section 9 3), the other Party (the "Non-Defaulting Party") will, without limiting the rights or remedies available to the Non-Defaulting Party under this PPA or Applicable Law,have the right. (a) by notice to the Defaulting Party, to designate a date, not earlier than the date such notice is effective and not later than forty-five (45) days after the date such notice is effective, as an early termination date ("Early Termination Date") in respect of this PPA, (b)to withhold any payments due to the Defaulting Party under this PPA; and (c)to suspend performance due to the Defaulting Party under this PPA In the event that the Non-Defaulting Party designates an Early Termination Date, this PPA will terminate as of the Early Termination Date 9 3 Customer Rights Upon Termination for Default In the event that Customer is the Non-Defaulting Party, and that Customer elects to terminate this PPA as provided in Section 9.2, Customer will be entitled, in its sole and absolute discretion, either to. (a) require that Seller remove the System (or to remove and have stored the System at Seller's sole cost and expense if Seller fails to remove the System within forty-five (45) days after the Early Termination Date), or (b) exercise the Purchase Option provided in Section 12 1 9 4 Seller Rights Upon Termination for Default In the event that Seller is the Non- Defaulting Party, and that Seller elects to terminate this PPA as provided in Section 9.2, Seller will be entitled, in its sole and absolute discretion, to (a) require that Customer pay the Default Termination Value calculated as set forth on Schedule 2 hereto, 11 (b) continue to sell all electricity produced by the System directly or indirectly to persons other than Customer and recover from Customer any loss in expected revenues under this Agreement resulting from such sales, and in connection therewith, Customer shall continue to perform its obligations under the Site Lease, including permitting Seller to utilize the Delivery Point or arrange for an alternative delivery point with the Local Distnbution Company; (c)remove the System, at Customer's sole cost and expense; and/or (d) exercise all other remedies at law or in equity 9.5 Remedies Cumulative Except as provided in Sections 9 3 and 9_4, the nghts and remedies contained in this Article 9 are cumulative with the other nghts and remedies available under this PPA or at law or in equity. 9 6 Unpaid Obligations. The Non-Defaulting Party shall be under no obligation to pnontize the order with respect to which it exercises anyone or more rights and remedies available under this PPA Notwithstanding anything to the contrary herein, the Defaulting Party shall in all events remain liable to the Non-Defaulting Party for any amount payable by the Defaulting Party in respect of any of its obligations remaining outstanding after any such exercise of nghts or remedies 9 7 Suspension of PPSA In the event that SRP suspends its obligations under the PPSA to purchase Metered Output and Environmental Attnbutes as a result of a Customer default, Customer shall pay to the Seller an amount equal to the expected number of kWh of Energy that would otherwise have been delivered under this Agreement plus payment for Environmental Attributes that SRP would otherwise have paid ARTICLE X REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS 10.1 Representations and Warranties. Each Party represents and warrants to the other Party that. (a) the execution, delivery and performance of this PPA and each other document executed and delivered in accordance with this PPA are within its powers, have been duly authonzed by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (b) subject to all conditions precedent described herein, this PPA and each other document executed and delivered in accordance with this PPA constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies, the discretion of the applicable court, 12 i 1 elk (c) it is acting for its own account, and has made its own independent decision to enter into this PPA and each other document executed and delivered in accordance with this PPA, and is not relying upon the advice or recommendations of the other Party in so doing; (d) it is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this PPA and each other document executed and delivered in accordance with this PPA, (e) it understands that the other Party is not acting as a fiduciary for or an adviser to it or its Affiliates, and (f) the various charges and fees contained in this PPA and each other document executed and delivered in accordance with this PPA are the result of arms' length transactions 10 2 Customer Representation Regarding Premises Customer further represents and warrants to Seller that (a) its real property interest in the Premises is fully sufficient for the purposes of this PPA and each other document executed and delivered in accordance with this PPA, (b) to the best of its knowledge following due inquiry, there are no Hazardous Matenals existing at the Premises that will require removal or abatement in order for Seller to install and/or maintain the System as identified herein, and, (c) Customer has reviewed the design of the System and, assuming proper installation without defects,has satisfied itself that the System will not damage the Premises (d) Customer agrees to be in full compliance with SRP's Rules and Regulations and will take no action that would cause termination or disconnection of SRP's Customer account with SRP 10 3 Acknowledgement Regarding Bankruptcy Code The Parties acknowledge and agree that, for purposes of this PPA, (a) neither Seller nor Customer is a "utility" as such term is used in Section 366 of the Bankruptcy Code, and each Party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such Party is a debtor, and (b)this PPA constitutes a "forward contract"within the meaning of the Bankruptcy Code and agree that each Party is a "forward contract merchant" within the meaning of the Bankruptcy Code 10.4 Use of Energy. Customer represents and warrants that none of the electricity to be generated by the System will be used to generate energy for the purpose of heating a swimming pool 10.5 Acknowledgement Regarding Internal Revenue Code. The Parties intend this PPA to be treated as a "service contract" within the meaning of Section 7701(e)(3) of the Internal Revenue Code The Parties intend that neither Customer nor any party related to 13 0'1\ /lk Customer shall acquire the right to operate the System or be deemed to operate the System for purposes of Section 7701(e)(4)(A)(i) of the Internal Revenue Code, and the terms of this PPA shall be construed consistently with the intention of the Parties ARTICLE XI INDEMNITY, LIABILITY LIMITATIONS 11.1 Indemnity. To the fullest extent permitted by law, each Party (the "Indemnitor") hereby indemnifies and agrees to defend and hold harmless the other Party (the "Indemnitee") from and against any and all Indemnity Claims, whether nor not involving a third-party claim, caused by, resulting from, relating to or arising out of(i) any breach of this PPA, the Site Lease or the SRP Supplement Agreement by the Indemnitor or any of its directors, officers, employees or agents or (ii) any negligence or intentional misconduct on the part of the Indemnitor or any of its directors, officers, employees or agents, provided, however, that the Indemnitor will not have any obligation to indemnify the Indemnitee from or against any Indemnity Claims to the extent caused by, resulting from, relating to or arising out of the negligence or intentional misconduct of the Indemnitee or any of its directors, officers, employees or agents. 11.2 Liability Limitations. Notwithstanding anything to the contrary, in no event shall either Customer or Seller be liable to the other party for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. In any event, Seller's aggregate liability for any and all claims, losses, damages or expenses arising out of this PPA, the Site Lease or the SRP Supplement Agreement, or out of any goods or services furnished under this PPA, the Site Lease or the SRP Supplement Agreement, whether based in contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability, shall be limited to $4,000,000. ARTICLE XII SYSTEM PURCHASE AND SALE OPTIONS 12 1 Grant of Purchase Option, Exercise For and in consideration of the payments made by Customer under this PPA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Seller hereby grants Customer the right and option to purchase all of Seller's right, title and interest in and to the System Assets upon the expiration of the Initial Term or the applicable Extension Term on the terms set forth in this PPA (the "Purchase Option") Customer shall have from between one hundred eighty (180) and ninety 90) days prior to the expiration of the Initial Term or then applicable Purchase Option. Customer must Extension Term (the "Exercise to exercise the Purc as Penod") P exercise the Purchase Option, if at all, by providing a notice (an "Exercise Notice") to Seller. Once Customer delivers an Exercise Notice to Seller, such exercise shall be irrevocable The purchase of the System Assets pursuant to such Purchase Option will, in such case, occur on the day after the conclusion of the Initial Term or then applicable Extension Term (the "Transfer Date"), provided, however, that in the event an Independent Appraiser is used to determine the Purchase Price, the Transfer Date shall occur no later than forty-five (45) days 14 following the date on which the Independent Appraiser issues the Final Determination. The Purchase Price payable by Customer for the System Assets shall be equal to the higher of the Default Termination Value for the last contract year set forth in Schedule 2 or the fair market value as agreed between the Parties, or, if no agreement, as is determined by the Independent Appraiser in accordance with the terms of this Article XII (in either case, the fair market value shall be determined on an in place and in continued use basis in accordance with definitions and standards set forth by the Amencan Society of Appraisers) 12 2 Customer Request for Appraisal of System Value. If(a) Customer and Seller are not able to agree on a Purchase Pnce before the end of the Exercise Penod, not later than seventy-five (75) days pnor to the end of the Initial Term or any Extension Term, or(b) in the Event of Default with respect to Seller in the notice under Section 9 2, Customer may provide a notice to Seller requiring a determination of the Purchase Pnce (as defined below) in accordance with Section 12 4 12 3 Selection of Independent Appraiser. Within thirty (30) days of Seller's receipt of a notice provided under Section 12 2, Seller and Customer shall mutually agree upon an Independent Appraiser If Seller and Customer do not agree upon the appointment of an Independent Appraiser within such thirty (30) day penod, then at the end of such thirty (30) day penod Seller and Customer shall notify each other in writing of their respective designation of three proposed Independent Appraisers Seller and Customer shall each within five (5) Business Days of receipt of such notice stnke two of the proposed Independent Appraisers designated by Seller and Customer, respectively, other and shall provide notice thereof to the other party. The remaining two proposed Independent Appraisers shall, within two (2) Business Days of each party's notice, select one of themselves to perform the valuation and provide notice thereof to Seller and Customer, provided that if either Seller or Customer still objects to the valuation being performed by such selected Independent Appraiser, then, within two (2) Business Days of the selection notice, such two proposed Independent Appraisers shall select a third Independent Appraiser (who may be one of the Independent Appraisers originally designated by the parties or another Independent Appraiser) and such third Independent Appraiser shall perform the duties of the Independent Appraiser as set forth herein Such selection shall be final and binding on Seller and Customer. If no agreement is made as to the selection of an Independent Appraiser, either Party may apply for the judicial appointment of such Independent Appraiser. 12.4 Determination of Purchase Pnce. The Independent Appraiser shall, within thirty (30) days of appointment, make a preliminary determination of the Purchase Pnce (the "Preliminary Determination") Upon making such Preliminary Determination, the Independent Appraiser shall provide such Preliminary Determination to Seller and Customer, together with all supporting documentation that details the calculation of the Preliminary Determination Seller and Customer shall have the nght to object to the Preliminary Determination within thirty (30) days of receiving such Preliminary Determination. Within fifteen (15) days after the expiration of such thirty (30) day penod, the Independent Appraiser shall issue the Independent Appraiser's final determination (the "Final Determination") to Seller and Customer, which shall specifically address the objections received by the Independent Appraiser and whether such objections were taken into account in making the 15 fr _ Final Determination. Except in the case of fraud or manifest error, the Final Determination of the Independent Appraiser shall be final and binding on the Parties 12.5 Costs and Expenses of Independent Appraiser Seller and Customer shall each be responsible for payment of one half of the costs and expenses of the Independent Appraiser. 12 6 Terms of System Purchase On the Transfer Date (a) Seller shall surrender and transfer to Customer all of Seller's right, title and interest in and to all System Assets and shall retain all liabilities ansmg from or related to the System Assets pnor to the Transfer Date, (b) Customer shall pay the Purchase Pnce, by certified check,bank draft or wire transfer and shall assume all liabilities ansing from or related to the System Assets from and after the Transfer Date, and (c)both Parties shall (i) execute and deliver a bill of sale and assignment of contract nghts containing such representations, warranties, covenants and other terms and conditions as are usual and customary for a sale of assets similar to the System, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System Assets in Customer, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System Assets to Customer. ARTICLE XIII CONFIDENTIALITY; PRESS RELEASES 13 1 Confidentiality (a) Neither Party will use any Confidential Information for any purpose except such Party's performance under this PPA. Furthermore, neither Party will disclose any Confidential Information to any third party other than the Party's or the Party's Affiliates' officers, employees, lenders, prospective lenders, counsel, accountants or advisors (collectively, "Representatives"), who have a need to know such information and who have agreed to keep such terms confidential or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein, provided, however, that a Party may disclose Confidential Information in order to comply with the requirements of any Applicable Law or regulation or any exchange, control area or independent system operator rule, tanff or agreement or in connection with any judicial or regulatory proceeding or request by a governmental authonty, provided further, however, that each Party will use reasonable efforts to prevent or limit any such disclosure. (b) The obligations of the Parties under this Article will survive for a period of two (2) years from and after the termination of this PPA { ARTICLE XIV RESERVED 16 ARTICLE XV NOTICES 15 1 Notices All notices, requests, statements or payments ("Notices") will be made to the addresses and persons specified below. All Notices will be made in writing except where this PPA expressly provides that notice may be made orally Notices required to be in writing will be delivered by hand delivery, overnight delivery, facsimile, or e-mail (so long as a copy of such e-mail notice is provided immediately thereafter in accordance with the requirements of this section by hand delivery, overnight delivery, or facsimile). Notice by facsimile will (where confirmation of successful transmission is received) be deemed to have been received on the day on which it was transmitted (unless transmitted after 5.00 p.m. at the place of receipt or on a day that is not a Business Day, in which case it will be deemed received on the next Business Day) Notice by hand delivery or overnight delivery will be deemed to have been received when delivered Notice bye-mail will be deemed to have been received when such e-mail is transmitted, so long as a copy of such e-mail notice is delivered immediately .thereafter by hand delivery, overnight delivery, or facsimile. When Notice is permitted to be provided orally, notice by telephone will be permitted and will be deemed to have been received at the time the call is received A Party may change its address by providing notice of the same in accordance with the provisions of this section. Customer City of Apache Junction 300 E Superstition Blvd. Apache Junction, AZ, 85219 Attn. City Manager Fax. (480) 474-5129 Seller. Siemens Industry, Inc. Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn. Darcy Otis—Branch Manager Fax. (866)289-3046 ARTICLE XVI ASSIGNMENT; BINDING EFFECT 16 1 Assignment, Binding Effect The parties shall not, without the pnor written consent of the other, which consent will not be unreasonably withheld or delayed, assign, pledge or transfer all or any part of, or any nght or obligation under, this PPA, whether voluntarily or by operation of law, and any such assignment or transfer without such consent will be null and void Notwithstanding the foregoing, (a) changes in control of Seller shall not 17 be deemed an assignment of this PPA, and (b) Seller shall be entitled to assign its rights and interests in this PPA for collateral purposes in connection with any equity or debt financing of Seller or Seller's Affiliates. 16.2 Cooperation with Financing Customer acknowledges that Seller may be financing the acquisition of the System and Customer agrees that it shall cooperate with Seller and its financing parties in connection with such financing of the System, including (a) providing a written consent to assignment on customary terms, and (b) the furnishing of such information, the giving of such certificates, and providing such opinions of counsel and other matters as Seller and its financing parties may reasonably request. 16.3 Assignment of Warranties or Supply Contracts In the event Customer exercises the Purchase Option pursuant to Article XII, Seller shall assign to Customer any then-existing warranties, and, at Customer's request, any equipment, maintenance, operations or supply contracts pertaining to the System or its operation. 16.4 Sale and Assignment of System and PPA Notwithstanding anything to the contrary in this PPA, Customer acknowledges and agrees that Seller may sell, assign, transfer and convey Seller's right, title and interest in, under and to the System, this PPA, the Site Lease and the SRP Supplement Agreement to one of its Affiliates; provided, however that Seller shall remain liable to perform all of the obligations set forth thereunder, unless Seller is released by Customer ARTICLE XVII MISCELLANEOUS 17.1 Governing Law/Venue This PPA will be governed by the laws of the State of Arizona without giving effect to principles of conflicts of laws Subject Venue for any litigation arising from this PPA shall only be proper in the Pinal County Superior Court or federal district court located in Phoenix, Arizona The Parties hereby waive any rights to request a change of venue, and waive their rights to a trial by jury to the extent permitted by law. 17.2 Entire Agreement; Amendments This PPA (including the exhibits, any wntten schedules, supplements or amendments constitute the entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter hereof Any amendment, modification or change to this PPA will be void unless in writing and signed by both Parties 17 3 Non-Waiver No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof Any waiver must be in a writing signed by the Party making such waiver 17.4 Severabihty If any part, term, or provision of this PPA is determined by an arbitrator or court of competent junsdiction to be invalid, illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other 18 ON part, term, or provision of this PPA, and shall not render this PPA unenforceable or invalid as a whole. Rather the part of this PPA that is found invalid or unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the onginal provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within the limits of Applicable Law or applicable court decisions, and the remainder of this PPA will remain in full force. 17.5 No Third Party Beneficiaries. Nothing in this PPA will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind 17 6 No Recourse to Affiliates This PPA is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party No Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director, officer or employee of the other Party for performance or non- performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought 17 7 Relationships of Parties This PPA shall not be interpreted to create an association, joint venture, or partnership between the Parties nor to impose any partnership obligation or liability upon either Party. 17.8 Attorneys' Fees. If any action, arbitration, judicial reference or other proceeding is instituted between the parties in connection with this PPA, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or proceeding (at trial and on appeal) and/or enforcing any judgment granted therein. The prevailing party shall be determined by the trial of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party's major arguments or positions on major disputed issues. 17.9 Counterparts. This PPA may be executed in several counterparts, each of which is an original and all of which together constitute one and the same instrument. A signature on a copy of this PPA received by either Party by facsimile is binding upon the other Party as an original. Both Parties agree that a photocopy of such facsimile may also be treated by the Parties as a duplicate original 17.10 Further Assurances The Parties shall do such further acts, perform such further actions, execute and deliver such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the agreements and understandings contained herein and to carry out the intent and purposes of this PPA. 17 11 Construction of Agreement. This PPA and any ambiguities or uncertainties contained herein shall be equally and fairly interpreted for the benefit of and against all parties to this PPA and shall further be construed and interpreted without reference to the identity of 19 the party or parties prepanng this document, it being expressly understood and agreed that the parties hereto participated equally in the negotiation and preparation of this PPA or have had equal opportunity to do so Accordingly, the parties hereby waive the legal presumption that the language of the contract should be interpreted most strongly against the party who caused the uncertainty to exist The captions used herein are for convenience only and are not a part of this PPA and do not in any way limit or amplify the terms and provisions hereof 17 12 Exhibits and Schedules Any and all exhibits and schedules referenced herein and/or attached hereto are hereby incorporated into this PPA by reference. 17.13 Conflict of Interest. This PPA is subject to Section 38-511, Arizona Revised Statutes (Signature Page to Follow) 20 IN WITNESS WHEREOF,the Parties have executed this PPA as of this day of July,2012 CUSTOMER City of Apache Junction By Its. SELLER Siemens Industry, Inc By. Its 21 SCHEDULE 1 TO SOLAR ENERGY POWER PURCHASE AGREEMENT SCHEDULE OF DEFINITIONS AND RULES OF INTERPRETATION 1 Definitions The definitions provided below and elsewhere in this PPA will apply to the defined terms used in this PPA "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity "Agreement" or"PPA" shall have the meaning set forth in the Preamble to this PPA. "Applicable Law" means, with respect to any governmental authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate,holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such governmental authority, enforceable at law or in equity, along with the interpretation and administration thereof by any governmental authority. "Bankrupt" means that a Party or other entity (as applicable). (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger), (ii) becomes insolvent or is unable to pay its debts or fails (or admits in writing its inability) generally to pay its debts as they become due, (in) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor's rights, or a petition is presented for its winding-up, reorganization or liquidation, which proceeding or petition is not dismissed, stayed or vacated within 30 days thereafter, (v) commences a voluntary proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, (vi) seeks or consents to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) causes or is subject to any event with respect to it which, under the Applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) inclusive; or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts "Bankruptcy Code"means the United States Bankruptcy Code. "Business Day" means any day except a Friday, Saturday, Sunday, or a Federal Reserve Bank holiday until the Customer's July 2012 policy requiring a "4-10s" schedule is changed or rescinded, in which case Business Day shall include Friday. 22 ITEM NO. 8 I MOVE THAT ORDINANCE NO. 1381 BE READ BY TITLE ONLY AND THAT THE READING OF THE ENTIRE ORDINANCE BE WAIVED (Call upon the city clerk to read Ordinance No 1381 by title only Majority vote required ) I MOVE THAT ORDINANCE NO. 1381, AS READ BY THE CITY CLERK, (BE APPROVED AND ADOPTED) OR(BE DENIED). I MOVE THAT ORDINANCE NO 1381, AS READ BY THE CITY CLERK, BE APPROVED AND ADOPTED WITH THE FOLLOWING AMENDMENTS• O� Is ACHFJGti �- City a of Apache Junction U Z Home of the .S uperoilion Mountains Print TO: City Manager's Office FROM: Shane Kiesow, Public Works Manager DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: TITLE OF AGENDA ITEM: CONSIDERATION OF POWER PURCHASE AGREEMENT FOR SOLAR FACILITIES WITH SIEMENS INDUSTRIES. ALONG WITH CITY STAFF, REPRESENTATIVES OF SIEMENS AND SRP WILL BE PRESENT TO PRESENT AND DISCUSS THE AGREEMENT ACTION REQUESTED. Recommendation for Approval DISCUSSION/ BACKGROUND INFORMATION: This consideration is regarding a proposed power purchasing agreement (PPA) with Siemens Industries for the installation and maintenance of solar panels as covered parking structures at city hall, multigenerational recreation center and library recently discussed at the July 2, 2012 City Council Work Session Representatives from Siemens Technologies, SRP and city staff will give an overview of recent changes with the PPA, overview of the installation, maintenance and operational processes for city council's further consideration. FISCAL IMPACT: Budgetary Approval Not Required '1PTIONS/ALTERNATIVES• RECOMMENDATION: Staff recommendation ATTACHMENTS: Click to download No Attachments Available /1 SOLAR ENERGY POWER PURCHASE AGREEMENT THIS SOLAR POWER PURCHASE AGREEMENT (this "PPA" or "Agreement") is made and entered into as of this day of July, 2012 (the "Effective Date"), by and between Siemens Industry, Inc, a Delaware corporation, through its Building Technologies Division ("Seller") and the City of Apache Junction, an Arizona Municipal Corporation ("Customer") Seller and Customer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." WHEREAS, in order to effectuate the transactions contemplated hereby, Seller will sell to Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona ("SRP") all of the Energy Output and all of the Environmental Attributes from the System pursuant to that certain Power Purchase and Sale Agreement between SRP and Seller("PPSA") attached hereto as Exhibit A hOutput WHEREAS, Customer desires to purchase from SRP all of the Energyand P therefore, SRP, Customer and Seller are entering into that certain SRP Commercial Solar Energy Program Supplement to Program Requirements ("SRP Supplement Agreement") (attached hereto as Exhibit B) and Customer and Seller are entering into this PPA to establish the terms and conditions under which Customer will receive and pay for all the Energy Output, to facilitate the transactions contemplated by such agreements WHEREAS, concurrently herewith, Customer and Seller are entering that certain Site Lease Agreement (the "Site Lease") (attached hereto as Exhibit C) pursuant to which Seller agrees to lease a portion of Customer's premises located at (i) 300 E. Superstition Boulevard, (ii) 1177 N Idaho Road; and, (iii) 1035 N Idaho Road, Apache Junction, Arizona 85119 (the "Premises") as more particularly described in the Site Lease. WHEREAS, Seller intends to install and operate a solar energy facility (the "System") as more particularly defined in Exhibit D hereto. NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows ARTICLE I DEFINED TERMS; RULES OF INTERPRETATION 1 1 Defined Terms Capitalized terms used in this PPA shall have the meanings ascribed to them in the Schedule of Definitions and Rules of Interpretation attached hereto as Schedule 1 and made an integral part of this PPA by this reference 12 Rules of Interpretation The rules of interpretation in the Schedule of Definitions and Rules of Interpretation shall apply to this PPA unless expressly provided otherwise. ARTICLE II TERM 2 1 Term. The initial term of this PPA (the "Initial Term") shall commence on the Effective Date and shall be in effect until 00.00 hours Mountain Standard Time on the 20th anniversary of the Commercial Operation Date. The Term may be extended for additional penods by wntten agreement of the Parties executed no less than thirty (30) days pnor to the expiration of the then current Term (each such extension, an "Extension Term"), with each such Extension Term expiring at 00.00 hours Mountain Standard Time on the respective anniversary of the Commercial Operation Date, unless earlier terminated by either Party pursuant to Section 9 2 The Initial Term and each Extension Term may not be terminated by either Party, except as expressly set forth in this PPA 2.2 Conditions Precedent The respective nghts and obligations of the Parties under this PPA are expressly conditioned upon the satisfaction in full (or wntten waiver) of all of the following conditions. (a) Customer and Seller shall have entered into the Site Lease; (b) Seller and SRP shall have entered into the PPSA, (c) Seller, SRP and Customer have entered into the SRP Supplement Agreement, (d) If necessary for the sale of Energy Output pursuant to the terms of this PPA, Customer shall have entered into an interconnection agreement with the local electnc utility, (e) Seller shall have entered into all applicable contracts required for the System to be placed in service, (0 Seller shall have obtained all necessary permits, licenses and other approvals required by Applicable Law to install and operate the System; (g) Customer shall have obtained, and provided Seller with proof of, insurance required to be maintained by Customer pursuant to the terms of this PPA, (h) Customer shall have provided Seller with a legal opinion regarding matters customary for a transaction of this type, including regarding the enforceability of this PPA, the Site Lease, and the SRP Supplement Agreement in form and substance satisfactory to Seller, and (i) Seller is not and will not be subject to regulation as a "public service corporation," "utility" or similar term under Anzona utility laws prior to, on, or following operation of the System. 2 If the conditions precedent above are not satisfied by February 1, 2013, Seller may terminate this PPA without penalty and without triggenng the default provisions of Article 9 or incumng any liability under this PPA whatsoever Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this PPA. 2 3 Notice of Commercial Operation Seller shall notify Customer when the System is capable of Commercial Operation, and shall in such notice certify to Customer the Commercial Operation Date 2 4 Removal of System at End of Term Except as otherwise provided herein, Seller shall be entitled, within 180 days following the end of the Term, and at Seller's sole cost and expense, to remove the System from the Premises Customer shall allow Seller and its agents, consultants, and representatives to have access at all reasonable times to the Premises and the System for purposes of such removal. The Seller is responsible to repair any and all damage caused by the removal of the System 2.5 As-Available Energy The Parties acknowledge that the Energy Output delivered hereunder is delivered "as available" to Customer and Seller's failure to deliver Energy Output for any reason shall not give nse to any default, claim or damages by Customer hereunder For further clanfication, this PPA does not contain any guarantees by Seller of any level of Energy Output. 2 6 Survival Effective as of any termination of this PPA, the Parties will no longer be bound by the terms and conditions of this PPA, except (a) to the extent necessary to enforce any rights and obligations of the Parties, including payment obligations, ansing under this PPA pnor to and upon termination of this PPA, (b) as provided in Article 13, and (c) that the obligations of the Parties under this PPA with respect to indemnification will survive the termination of this PPA (but only with respect to claims for indemnification based upon events or circumstances occurring or ansing on or before the termination of this PPA) ARTICLE III PURCHASE AND SALE; DELIVERY; GOVERNMENTAL CHARGES 3.1 Purchase and Sale of Energy. Commencing on the Commercial Operation Date and continuing throughout the remainder of the Initial Term and any Extension Term, Seller shall make available to Customer through SRP, and Customer shall take delivery of and purchase, at the Delivery Point, all of the Energy Output, whether or not Customer is able to use such Energy Output Customer is responsible for any Energy Output delivered by Seller at the Delivery Point that is in excess of the Energy Output required by Customer at the Premises. Neither Party shall seek to change any of the rates or terms of this PPA by making a filing or application with any local, state or federal agency with jurisdiction over such rates or terms or exercise any nghts a Party may have, if any, to seek changes to such rates or terms dunng the Initial Term or any Extension Term of this PPA. 3 2 Pnce for Energy Output; Payment Customer acknowledges that Seller will be paid by SRP for the Energy Output and that Customer shall pay SRP for Customer's receipt of 3 the Energy Output pursuant to the SRP Supplement Agreement, as measured by the Project Metenng Device The payment for the Energy Output will be made by Customer pursuant to the SRP Supplement Agreement 3 3 [reserved] 3 4 Payment for Curtailed Energy. If Customer curtails or otherwise fails to accept Energy Output produced, or that would otherwise have been produced and delivered to the Delivery Point but for such curtailment or failure to accept, Customer shall pay to Seller at the rate that SRP would have paid Seller under the PPSA for all Energy Output that would have been produced and delivered to the Delivery Point but for Customer's curtailment or failure to accept 3 5 Title and Risk of Loss. Title to and nsk of loss of the Energy Output will pass from Seller to Customer at the Delivery Point Seller warrants that it will deliver the Energy Output to Customer at the Delivery Point free and clear of all hens, secunty interests, claims, and other encumbrances 3 6 Governmental Charges. Customer shall be responsible for, and pay, all Governmental Charges imposed on the delivery and sale of Energy Output by Seller through SRP to Customer, whether imposed before, upon or after the delivery of Energy Output to Customer at the Delivery Point Both Parties shall use reasonable efforts to administer this PPA and implement its provisions so as to minimize Governmental Charges In the event any of the sales of Energy hereunder are to be exempted from or not subject to one or more Governmental Charges, promptly upon Seller's request therefore, Customer shall provide Seller with all necessary documentation to evidence such exemption or exclusion 3.7 Station Power Customer shall provide Seller, at no cost to Seller, with Station Power. 4 ARTICLE IV ENVIRONMENTAL ATTRIBUTES AND ENVIRONMENTAL FINANCIAL INCENTIVES 4 1 Environmental Attributes and Environmental Financial Incentives. The Parties agree that Seller will transfer any applicable Environmental Attributes to SRP in accordance with the PPSA Customer shall take reasonable measures to assist Seller in obtaining all Environmental Attributes and Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Seller's request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Seller's, SRP's or its assignee's right, title and interest in and to the Environmental Attnbutes and the Environmental Financial Incentives, as applicable. If the standards used to qualify the Environmental Attributes or Environmental Financial Incentives to which Seller is entitled under this Agreement are changed or modified, Customer shall, at Seller's request and expense, use reasonable efforts to cause the Environmental Attributes and/or Environmental Financial Incentives to comply with new standards as changed or modified If Customer acts in bad faith in completing documentation or taking actions reasonably requested by Seller, and such acts result in the loss of an Environmental Attribute or Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Seller for the full amount of such lost Environmental Attribute and/or Environmental Financial Incentive. Customer shall not knowingly take any action or suffer any omission that would have the effect of impainng the value to the Seller of the currently available Environmental Attributes and Environmental Financial Incentives 4 2 Reporting of Ownership of Environmental Attributes and Environmental Financial Incentives. Customer shall not report to any Person that any Environmental Attributes or Environmental Financial Incentives relating to the Energy Output belong to any Person other than Seller 4 3 Capacity Rights Notwithstanding the purchase and sale of Energy Output pursuant to Section 3 1, all Capacity Rights shall remain the property of Seller Seller shall have all right, title and interest in and to any and all Capacity Rights that relate to the System during the Term. ARTICLE V CONSTRUCTION AND INSTALLATION OF THE SYSTEM 5 1 Installation Subject to Section 5 2, Seller will cause the System to be designed, engineered, installed and constructed substantially in accordance with the terms of this PPA and the Site Lease Customer shall have the right to review all construction plans Seller shall procure all materials and equipment for the installation of the System and maintain the same at the Premises Subject to the terms of the Site Lease and to the extent commercially practical, Seller shall perform the installation of the system in a manner that minimizes inconvenience to, and interference with, Customer. Notwithstanding the foregoing, in the event that Seller determines in its sole discretion that it is unable to install or interconnect the System at the Premises, it shall be under no obligation to do so, and this PPA shall terminate and be of no 5 further force and effect upon written notice from Seller to Customer to that effect 5.2 Utility Approvals. Seller shall be responsible for and bear all costs associated with applying for and obtaining all permits, licenses and approvals required for the installation, operation, and maintenance of the System Notwithstanding the foregoing, Customer agrees to assist and cooperate with Seller in obtaining all necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including but not limited to the submission of applications for interconnection of the System with the local electric utility, if any Customer shall not make any material changes to its electrical equipment at the Premises after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility or the local inspector fail to approve the interconnection of the System with respect to the Premises or require equipment in addition to the equipment set forth in Exhibit Din connection with the Premises, Seller may terminate this PPA immediately subsequent to notification from the local utility of such failure to approve or additional requirement without further liability to Seller The Parties shall not be obligated to proceed with the installation of the System if the applicable utility or inspector approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades 5 3 Energy Delivery The Commercial Operation Date shall be the date that Seller has given written notice to Customer and SRP that the deliveries of Energy Output have commenced, consistent with the definition of Commercial Operation Date in the PPSA Notwithstanding anything to contrary, Seller shall not have any liability to Customer for delays to the Commercial Operation Date 5 4 Customer Cooperation and Responsibilities. Customer will cooperate with Seller and any third parties with whom Seller contracts by providing access to the Premises during working hours without unreasonable restrictions. Customer shall cooperate with Seller in obtaining and maintaining all permits and licenses required for Commercial Operation as further described in Section 5.2. 5 5 Hazardous Materials. (a) The Customer shall disclose in writing to Seller,prior to the execution of the this PPA, all Hazardous Materials present, potentially present, or likely to become present, at the Premises and Customer agrees to accomplish the Remediation of such, at its own cost and expense Except as disclosed in accordance with the foregoing, the Customer represents that there are no Hazardous Materials at the Premises Seller will notify the Customer immediately if it discovers or suspects the presence of any Hazardous Materials at the Premises (b) In the event that any Hazardous Materials are later discovered, the existence of such Hazardous Materials shall be deemed to constitute a change in the construction of the System equivalent to a material change in the PPA, which change must be agreed to by Seller and Seller may suspend further performance of its obligations hereunder until the Customer shall 6 have accomplished the Remediation at the Customer's sole cost and expense. Even if an appropriate modification has been entered into pursuant to this section, Seller will continue to have the right to suspend construction and installation until the Premises is free from Hazardous Materials In such event, Seller will receive an equitable extension of time to complete its obligations, and additional compensation through separate invoice to Customer by Seller, considered extra services, for delays caused by Remediation. Any suspension by Seller pursuant to this section shall not relieve the Customer of its obligations hereunder (c) The Customer warrants that it has provided to Seller a copy of all current jobsite safety policies, including but not limited to lock-out and tag procedures, laboratory procedures, chemical hygiene plan, material safety data sheets, and other items covered or required to be disclosed or maintained by federal, state,or local laws,regulations or ordinances 5 6 Performance Assurance If Seller at any time has reasonable grounds to believe that Customer's creditworthiness poses a material nsk to its performance under this Agreement, Seller may by written notice to Customer require Customer to provide Performance Assurance in an amount specified by Seller withm five(5)Business Days of such written notice ARTICLE VI OWNERSHIP, MAINTENANCE OF SYSTEM 6.1 Ownership of System by Seller. Seller shall own the System, and shall be entitled to all ownership benefits of the System, including, without limitation, the nght to own, claim and retain any and all Environmental Attributes and Environmental Financial Incentives Seller shall be entitled to file as a protective notice as to Seller's ownership of the System any reasonably necessary Uniform Commercial Code financing statements with such authorities and with any filing office as Seller may determine are reasonably necessary or advisable to protect Seller's interest in the System and/or this PPA Customer authorizes Seller to file (and Customer shall execute if requested by Seller) any Uniform Commercial Code financing statements (including any amendments thereto) or similar filings with such authorities and with any filing offices as Seller may determine are necessary or advisable to protect Seller's interest in the System and/or this PPA. 6.2 Lease of Premises. Pursuant to the terms and conditions of the Site Lease being entered into concurrently herewith, the Parties acknowledge and agree that Seller is leasing the portion of Premises upon which the System is located 6 3 Maintenance of System by Seller. Seller shall maintain the System in good condition and repair in accordance with applicable contractor, subcontractor and vendor warranties and guarantees and manufacturer's specifications, all Applicable Laws, and the applicable requirements of the insurance policies maintained by Customer (copies of which have been provided to Seller) with respect to the System, and the terms of this PPA Seller and its agents, consultants, and representatives shall have access at all reasonable times (including under emergency conditions) to the Premises and the System, all System operations, and any documents, materials and records and accounts relating thereto for purposes of inspection and maintenance of the System During any inspection or maintenance of the System, Seller, and 7 its agents, consultants and representatives shall comply with Customer's reasonable safety and secunty procedures, and Seller and its agents, consultants and representatives shall conduct such inspection and maintenance in such a manner as to cause minimum interference with Customer's activities 6 4 Expansion; Modification Seller may choose at any time to expand or modify the System including, among other reasons (none of which shall be prohibited by this PPA) adding solar power-generating equipment and or interconnection facilities and increasing the electncal capacity Such expansion or modification may require additional space at the Premises Notwithstanding the above, Seller shall not expand or modify the System (except as otherwise contemplated in this PPA) without Customer's consent, which shall not be unreasonably withheld. Customer shall consider in good faith any request by Seller to provide any additional space at no cost to Seller if required by Seller ARTICLE VII METERING 7 1 Seller shall install separate and independent meters on the System that are reflected on the plans and will be monitored by the Seller. Seller shall comply with metenng requirements of SRP to include installation of phone/data circuits to meet metenng requirements Seller shall install metering equipment and data circuit for metering by Customer to connect to Customer's energy information system. All costs associated with installation of phone/data circuits and monthly fees are to be paid by Seller ARTICLE VIII LOSS, DAMAGE OR DESTRUCTION OF SYSTEM; INSURANCE; FORCE MAJEURE 8 1 System Loss (a) Subject to Customer's obligation to indemnify Seller set forth in Section 11.1, Seller shall bear the nsk of any System Loss (b) In the event of any System Loss that, in the reasonable judgment of Seller, results in less than total damage, destruction or loss of the System, this PPA will remain in full force and effect and Seller has the option, at Seller's absolute and sole discretion and sole cost and expense, to repair or replace the System as quickly as practicable Seller shall be entitled to all proceeds of insurance with respect to the System (c) In the event of any System Loss that, in the reasonable judgment of Seller,results in total damage, destruction or loss of the System, Seller shall, within forty-five (45) days following the occurrence of such System Loss, notify Customer whether Seller is willing, notwithstanding such System Loss, to repair or replace the System In the event that Seller notifies Customer that Seller is not willing to repair or replace the System, this PPA will terminate automatically effective upon the delivery of such notice, and Seller shall be entitled to all proceeds of insurance with respect to the System, provided, however, that proceeds paid on account of damage to the Premises shall be paid to Customer, and provided, further, that 8 there shall be no further liability to Seller. 8 2 Insurance (a) Each Party will, at its own cost and expense, maintain commercial general liability insurance with limits not less than $2,000,000 for injury to or death of one or more persons in any one occurrence and $1,000,000 for damage or destruction to property in any one occurrence. Each Party will name and endorse the other Party as an additional insured in each such policy For the avoidance of doubt, Seller's property insurance shall cover the System and Customer's property insurance shall cover the Premises upon which the System is located (b) Customer will maintain worker's compensation and employer's liability insurance, including Stop Gap coverage, in compliance with Applicable Laws The limits of employers' liability insurance shall not be less than $1,000,000 (c) Prior to the Commercial Operation Date, Seller will maintain at its own expense property insurance written on a builder's "all-risk" or equivalent policy form on a replacement cost basis without optional deductibles. The policy form shall include without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and start-up, rebuilding and debris removal including demolition occasioned by enforcement of any applicable legal requirements If the insurance requires deductibles or retentions, Seller shall pay costs not covered because of such deductibles or retentions Such coverage shall be occurrence based. Such coverage shall terminate on the Commercial Operation Date (d) At and after the Commercial Operation Date, Customer shall provide and maintain insurance against any System Loss, including business interruption insurance, in an amount not less than the System Loss Amount, with loss payable to Seller The period of indemnity shall not be less than twelve (12) months Each policy shall waive the insurer's right of subrogation, except that Customer's policy shall provide that in the event of casualty or loss at the Premises affecting the System, Seller's property insurer may proceed against the Customer's property insurer Any such policies of insurance shall expressly provide that said insurance as to Seller shall not be invalidated by any act, omission or neglect of Customer and cannot be canceled without at least fifteen (15) days prior written notice to Seller As to each such policy, Customer shall furnish to Seller a certificate of insurance from the insurer, which certificate shall evidence the insurance coverage required by this Section 8 2 In the event that Customer is, notwithstanding the use of its commercially reasonable efforts, unable to obtain the insurance required by this Section, Seller shall be entitled to obtain such insurance at Customer's cost and expense Customer shall, promptly upon demand therefor from Seller, reimburse Seller for the full cost and expense of any such insurance that is obtained by Seller. Notwithstanding the foregoing, Seller shall be responsible for all insurance and shall reimburse Customer for insurance for all periods (computed on a pro rata daily basis) for which the System is not in operation in excess of five (5) days a year in the aggregate. (e) The provisions of this PPA shall not be construed so as to relieve any insurer of 9 ON its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies. The liability of the Parties shall not be limited by insurance 8 3 Performance Excused by Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable (and in any event within five business days after the Force Majeure first prevents performance by the Claiming Party), then the Claiming Party will be excused from the performance of its obligations under this Agreement(other than the obligation to make payment then due or becoming due under this Agreement) The Claiming Party will use commercially reasonable efforts to eliminate or avoid the Force Majeure and resume performing its obligations under this Agreement,provided, however, that neither Party is required to settle any strikes, lockouts or similar disputes except on terms acceptable to such Party, in its sole discretion. The non-Claiming Party will not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure for so long as the claim of Force Majeure continues In case an event of Force Majeure continues for at least one year with respect to the System, then either Party may terminate this Agreement by written notice to the other Party ARTICLE IX EVENTS OF DEFAULT; REMEDIES 9.1 Events of Default An "Event of Default" means, with respect to a Party (a "Defaulting Party"),the occurrence of any of the following. (a) Customer's failure to make, when due, anypayment required under this PPA for Energy Output delivered to the Delivery Point, and such remains unremedied for a period of five (5) days from the due date thereof, (b) the failure to make, when due, any payment or Performance Assurance required under this PPA(other than as described in Section 9 1(a), if such failure is not remedied within twenty(20) days after written notice, (c) the failure to perform any material covenant or obligation set forth in this PPA (except to the extent constituting a separate Event of Default), if such failure is not remedied within thirty(30) days after receipt of written notice (or such longer period not to exceed sixty (60) days, provided such failure is capable of being cured within such sixty (60) day period and the Defaulting Party is diligently attempting performance), (d) such Party becomes Bankrupt, (e) such Party fails to provide or maintain in full force and effect any required insurance, 10 ,^ (f) Lessor (as defined in the Site Lease), makes a Transfer (as defined in the Site Lease) without prior written notice to Seller, such Lessor transferee does not agree to be bound by the terms of the Site Lease, or both, (g) default by Lessor (as defined in the Site Lease) under the Site Lease, which interferes with the System operation for more than thirty (30) days, and which shall be a Customer default, or (h)termination of the PPSA or the SRP Supplement Agreement, due to (a) Customer's default under the SRP Supplement Agreement , (b) Customer default specified in section 2 3 of the PPSA, or(c) termination or disconnection of a Customer account with SRP 9 2 Remedies for Event of Default If at any time an Event of Default with respect to a Defaulting Party has occurred and is continuing (except as otherwise provided in Section 9 3), the other Party (the "Non-Defaulting Party") will, without limiting the rights or remedies available to the Non-Defaulting Party under this PPA or Applicable Law,have the right. (a) by notice to the Defaulting Party, to designate a date, not earlier than the date such notice is effective and not later than forty-five (45) days after the date such notice is effective, as an early termination date ("Early Termination Date") in respect of this PPA, (b)to withhold any payments due to the Defaulting Party under this PPA; and (c)to suspend performance due to the Defaulting Party under this PPA In the event that the Non-Defaulting Party designates an Early Termination Date, this PPA will terminate as of the Early Termination Date 9 3 Customer Rights Upon Termination for Default In the event that Customer is the Non-Defaulting Party, and that Customer elects to terminate this PPA as provided in Section 9.2, Customer will be entitled, in its sole and absolute discretion, either to. (a) require that Seller remove the System (or to remove and have stored the System at Seller's sole cost and expense if Seller fails to remove the System within forty-five (45) days after the Early Termination Date), or (b) exercise the Purchase Option provided in Section 12 1 9 4 Seller Rights Upon Termination for Default In the event that Seller is the Non- Defaulting Party, and that Seller elects to terminate this PPA as provided in Section 9.2, Seller will be entitled, in its sole and absolute discretion, to (a) require that Customer pay the Default Termination Value calculated as set forth on Schedule 2 hereto, 11 (b) continue to sell all electricity produced by the System directly or indirectly to persons other than Customer and recover from Customer any loss in expected revenues under this Agreement resulting from such sales, and in connection therewith, Customer shall continue to perform its obligations under the Site Lease, including permitting Seller to utilize the Delivery Point or arrange for an alternative delivery point with the Local Distnbution Company; (c)remove the System, at Customer's sole cost and expense; and/or (d) exercise all other remedies at law or in equity 9.5 Remedies Cumulative Except as provided in Sections 9 3 and 9_4, the nghts and remedies contained in this Article 9 are cumulative with the other nghts and remedies available under this PPA or at law or in equity. 9 6 Unpaid Obligations. The Non-Defaulting Party shall be under no obligation to pnontize the order with respect to which it exercises anyone or more rights and remedies available under this PPA Notwithstanding anything to the contrary herein, the Defaulting Party shall in all events remain liable to the Non-Defaulting Party for any amount payable by the Defaulting Party in respect of any of its obligations remaining outstanding after any such exercise of nghts or remedies 9 7 Suspension of PPSA In the event that SRP suspends its obligations under the PPSA to purchase Metered Output and Environmental Attnbutes as a result of a Customer default, Customer shall pay to the Seller an amount equal to the expected number of kWh of Energy that would otherwise have been delivered under this Agreement plus payment for Environmental Attributes that SRP would otherwise have paid ARTICLE X REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS 10.1 Representations and Warranties. Each Party represents and warrants to the other Party that. (a) the execution, delivery and performance of this PPA and each other document executed and delivered in accordance with this PPA are within its powers, have been duly authonzed by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (b) subject to all conditions precedent described herein, this PPA and each other document executed and delivered in accordance with this PPA constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies, the discretion of the applicable court, 12 i 1 elk (c) it is acting for its own account, and has made its own independent decision to enter into this PPA and each other document executed and delivered in accordance with this PPA, and is not relying upon the advice or recommendations of the other Party in so doing; (d) it is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this PPA and each other document executed and delivered in accordance with this PPA, (e) it understands that the other Party is not acting as a fiduciary for or an adviser to it or its Affiliates, and (f) the various charges and fees contained in this PPA and each other document executed and delivered in accordance with this PPA are the result of arms' length transactions 10 2 Customer Representation Regarding Premises Customer further represents and warrants to Seller that (a) its real property interest in the Premises is fully sufficient for the purposes of this PPA and each other document executed and delivered in accordance with this PPA, (b) to the best of its knowledge following due inquiry, there are no Hazardous Matenals existing at the Premises that will require removal or abatement in order for Seller to install and/or maintain the System as identified herein, and, (c) Customer has reviewed the design of the System and, assuming proper installation without defects,has satisfied itself that the System will not damage the Premises (d) Customer agrees to be in full compliance with SRP's Rules and Regulations and will take no action that would cause termination or disconnection of SRP's Customer account with SRP 10 3 Acknowledgement Regarding Bankruptcy Code The Parties acknowledge and agree that, for purposes of this PPA, (a) neither Seller nor Customer is a "utility" as such term is used in Section 366 of the Bankruptcy Code, and each Party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such Party is a debtor, and (b)this PPA constitutes a "forward contract"within the meaning of the Bankruptcy Code and agree that each Party is a "forward contract merchant" within the meaning of the Bankruptcy Code 10.4 Use of Energy. Customer represents and warrants that none of the electricity to be generated by the System will be used to generate energy for the purpose of heating a swimming pool 10.5 Acknowledgement Regarding Internal Revenue Code. The Parties intend this PPA to be treated as a "service contract" within the meaning of Section 7701(e)(3) of the Internal Revenue Code The Parties intend that neither Customer nor any party related to 13 0'1\ /lk Customer shall acquire the right to operate the System or be deemed to operate the System for purposes of Section 7701(e)(4)(A)(i) of the Internal Revenue Code, and the terms of this PPA shall be construed consistently with the intention of the Parties ARTICLE XI INDEMNITY, LIABILITY LIMITATIONS 11.1 Indemnity. To the fullest extent permitted by law, each Party (the "Indemnitor") hereby indemnifies and agrees to defend and hold harmless the other Party (the "Indemnitee") from and against any and all Indemnity Claims, whether nor not involving a third-party claim, caused by, resulting from, relating to or arising out of(i) any breach of this PPA, the Site Lease or the SRP Supplement Agreement by the Indemnitor or any of its directors, officers, employees or agents or (ii) any negligence or intentional misconduct on the part of the Indemnitor or any of its directors, officers, employees or agents, provided, however, that the Indemnitor will not have any obligation to indemnify the Indemnitee from or against any Indemnity Claims to the extent caused by, resulting from, relating to or arising out of the negligence or intentional misconduct of the Indemnitee or any of its directors, officers, employees or agents. 11.2 Liability Limitations. Notwithstanding anything to the contrary, in no event shall either Customer or Seller be liable to the other party for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages. In any event, Seller's aggregate liability for any and all claims, losses, damages or expenses arising out of this PPA, the Site Lease or the SRP Supplement Agreement, or out of any goods or services furnished under this PPA, the Site Lease or the SRP Supplement Agreement, whether based in contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability, shall be limited to $4,000,000. ARTICLE XII SYSTEM PURCHASE AND SALE OPTIONS 12 1 Grant of Purchase Option, Exercise For and in consideration of the payments made by Customer under this PPA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Seller hereby grants Customer the right and option to purchase all of Seller's right, title and interest in and to the System Assets upon the expiration of the Initial Term or the applicable Extension Term on the terms set forth in this PPA (the "Purchase Option") Customer shall have from between one hundred eighty (180) and ninety 90) days prior to the expiration of the Initial Term or then applicable Purchase Option. Customer must Extension Term (the "Exercise to exercise the Purc as Penod") P exercise the Purchase Option, if at all, by providing a notice (an "Exercise Notice") to Seller. Once Customer delivers an Exercise Notice to Seller, such exercise shall be irrevocable The purchase of the System Assets pursuant to such Purchase Option will, in such case, occur on the day after the conclusion of the Initial Term or then applicable Extension Term (the "Transfer Date"), provided, however, that in the event an Independent Appraiser is used to determine the Purchase Price, the Transfer Date shall occur no later than forty-five (45) days 14 following the date on which the Independent Appraiser issues the Final Determination. The Purchase Price payable by Customer for the System Assets shall be equal to the higher of the Default Termination Value for the last contract year set forth in Schedule 2 or the fair market value as agreed between the Parties, or, if no agreement, as is determined by the Independent Appraiser in accordance with the terms of this Article XII (in either case, the fair market value shall be determined on an in place and in continued use basis in accordance with definitions and standards set forth by the Amencan Society of Appraisers) 12 2 Customer Request for Appraisal of System Value. If(a) Customer and Seller are not able to agree on a Purchase Pnce before the end of the Exercise Penod, not later than seventy-five (75) days pnor to the end of the Initial Term or any Extension Term, or(b) in the Event of Default with respect to Seller in the notice under Section 9 2, Customer may provide a notice to Seller requiring a determination of the Purchase Pnce (as defined below) in accordance with Section 12 4 12 3 Selection of Independent Appraiser. Within thirty (30) days of Seller's receipt of a notice provided under Section 12 2, Seller and Customer shall mutually agree upon an Independent Appraiser If Seller and Customer do not agree upon the appointment of an Independent Appraiser within such thirty (30) day penod, then at the end of such thirty (30) day penod Seller and Customer shall notify each other in writing of their respective designation of three proposed Independent Appraisers Seller and Customer shall each within five (5) Business Days of receipt of such notice stnke two of the proposed Independent Appraisers designated by Seller and Customer, respectively, other and shall provide notice thereof to the other party. The remaining two proposed Independent Appraisers shall, within two (2) Business Days of each party's notice, select one of themselves to perform the valuation and provide notice thereof to Seller and Customer, provided that if either Seller or Customer still objects to the valuation being performed by such selected Independent Appraiser, then, within two (2) Business Days of the selection notice, such two proposed Independent Appraisers shall select a third Independent Appraiser (who may be one of the Independent Appraisers originally designated by the parties or another Independent Appraiser) and such third Independent Appraiser shall perform the duties of the Independent Appraiser as set forth herein Such selection shall be final and binding on Seller and Customer. If no agreement is made as to the selection of an Independent Appraiser, either Party may apply for the judicial appointment of such Independent Appraiser. 12.4 Determination of Purchase Pnce. The Independent Appraiser shall, within thirty (30) days of appointment, make a preliminary determination of the Purchase Pnce (the "Preliminary Determination") Upon making such Preliminary Determination, the Independent Appraiser shall provide such Preliminary Determination to Seller and Customer, together with all supporting documentation that details the calculation of the Preliminary Determination Seller and Customer shall have the nght to object to the Preliminary Determination within thirty (30) days of receiving such Preliminary Determination. Within fifteen (15) days after the expiration of such thirty (30) day penod, the Independent Appraiser shall issue the Independent Appraiser's final determination (the "Final Determination") to Seller and Customer, which shall specifically address the objections received by the Independent Appraiser and whether such objections were taken into account in making the 15 fr _ Final Determination. Except in the case of fraud or manifest error, the Final Determination of the Independent Appraiser shall be final and binding on the Parties 12.5 Costs and Expenses of Independent Appraiser Seller and Customer shall each be responsible for payment of one half of the costs and expenses of the Independent Appraiser. 12 6 Terms of System Purchase On the Transfer Date (a) Seller shall surrender and transfer to Customer all of Seller's right, title and interest in and to all System Assets and shall retain all liabilities ansmg from or related to the System Assets pnor to the Transfer Date, (b) Customer shall pay the Purchase Pnce, by certified check,bank draft or wire transfer and shall assume all liabilities ansing from or related to the System Assets from and after the Transfer Date, and (c)both Parties shall (i) execute and deliver a bill of sale and assignment of contract nghts containing such representations, warranties, covenants and other terms and conditions as are usual and customary for a sale of assets similar to the System, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System Assets in Customer, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System Assets to Customer. ARTICLE XIII CONFIDENTIALITY; PRESS RELEASES 13 1 Confidentiality (a) Neither Party will use any Confidential Information for any purpose except such Party's performance under this PPA. Furthermore, neither Party will disclose any Confidential Information to any third party other than the Party's or the Party's Affiliates' officers, employees, lenders, prospective lenders, counsel, accountants or advisors (collectively, "Representatives"), who have a need to know such information and who have agreed to keep such terms confidential or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein, provided, however, that a Party may disclose Confidential Information in order to comply with the requirements of any Applicable Law or regulation or any exchange, control area or independent system operator rule, tanff or agreement or in connection with any judicial or regulatory proceeding or request by a governmental authonty, provided further, however, that each Party will use reasonable efforts to prevent or limit any such disclosure. (b) The obligations of the Parties under this Article will survive for a period of two (2) years from and after the termination of this PPA { ARTICLE XIV RESERVED 16 ARTICLE XV NOTICES 15 1 Notices All notices, requests, statements or payments ("Notices") will be made to the addresses and persons specified below. All Notices will be made in writing except where this PPA expressly provides that notice may be made orally Notices required to be in writing will be delivered by hand delivery, overnight delivery, facsimile, or e-mail (so long as a copy of such e-mail notice is provided immediately thereafter in accordance with the requirements of this section by hand delivery, overnight delivery, or facsimile). Notice by facsimile will (where confirmation of successful transmission is received) be deemed to have been received on the day on which it was transmitted (unless transmitted after 5.00 p.m. at the place of receipt or on a day that is not a Business Day, in which case it will be deemed received on the next Business Day) Notice by hand delivery or overnight delivery will be deemed to have been received when delivered Notice bye-mail will be deemed to have been received when such e-mail is transmitted, so long as a copy of such e-mail notice is delivered immediately .thereafter by hand delivery, overnight delivery, or facsimile. When Notice is permitted to be provided orally, notice by telephone will be permitted and will be deemed to have been received at the time the call is received A Party may change its address by providing notice of the same in accordance with the provisions of this section. Customer City of Apache Junction 300 E Superstition Blvd. Apache Junction, AZ, 85219 Attn. City Manager Fax. (480) 474-5129 Seller. Siemens Industry, Inc. Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn. Darcy Otis—Branch Manager Fax. (866)289-3046 ARTICLE XVI ASSIGNMENT; BINDING EFFECT 16 1 Assignment, Binding Effect The parties shall not, without the pnor written consent of the other, which consent will not be unreasonably withheld or delayed, assign, pledge or transfer all or any part of, or any nght or obligation under, this PPA, whether voluntarily or by operation of law, and any such assignment or transfer without such consent will be null and void Notwithstanding the foregoing, (a) changes in control of Seller shall not 17 be deemed an assignment of this PPA, and (b) Seller shall be entitled to assign its rights and interests in this PPA for collateral purposes in connection with any equity or debt financing of Seller or Seller's Affiliates. 16.2 Cooperation with Financing Customer acknowledges that Seller may be financing the acquisition of the System and Customer agrees that it shall cooperate with Seller and its financing parties in connection with such financing of the System, including (a) providing a written consent to assignment on customary terms, and (b) the furnishing of such information, the giving of such certificates, and providing such opinions of counsel and other matters as Seller and its financing parties may reasonably request. 16.3 Assignment of Warranties or Supply Contracts In the event Customer exercises the Purchase Option pursuant to Article XII, Seller shall assign to Customer any then-existing warranties, and, at Customer's request, any equipment, maintenance, operations or supply contracts pertaining to the System or its operation. 16.4 Sale and Assignment of System and PPA Notwithstanding anything to the contrary in this PPA, Customer acknowledges and agrees that Seller may sell, assign, transfer and convey Seller's right, title and interest in, under and to the System, this PPA, the Site Lease and the SRP Supplement Agreement to one of its Affiliates; provided, however that Seller shall remain liable to perform all of the obligations set forth thereunder, unless Seller is released by Customer ARTICLE XVII MISCELLANEOUS 17.1 Governing Law/Venue This PPA will be governed by the laws of the State of Arizona without giving effect to principles of conflicts of laws Subject Venue for any litigation arising from this PPA shall only be proper in the Pinal County Superior Court or federal district court located in Phoenix, Arizona The Parties hereby waive any rights to request a change of venue, and waive their rights to a trial by jury to the extent permitted by law. 17.2 Entire Agreement; Amendments This PPA (including the exhibits, any wntten schedules, supplements or amendments constitute the entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter hereof Any amendment, modification or change to this PPA will be void unless in writing and signed by both Parties 17 3 Non-Waiver No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof Any waiver must be in a writing signed by the Party making such waiver 17.4 Severabihty If any part, term, or provision of this PPA is determined by an arbitrator or court of competent junsdiction to be invalid, illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other 18 ON part, term, or provision of this PPA, and shall not render this PPA unenforceable or invalid as a whole. Rather the part of this PPA that is found invalid or unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the onginal provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within the limits of Applicable Law or applicable court decisions, and the remainder of this PPA will remain in full force. 17.5 No Third Party Beneficiaries. Nothing in this PPA will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind 17 6 No Recourse to Affiliates This PPA is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party No Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director, officer or employee of the other Party for performance or non- performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought 17 7 Relationships of Parties This PPA shall not be interpreted to create an association, joint venture, or partnership between the Parties nor to impose any partnership obligation or liability upon either Party. 17.8 Attorneys' Fees. If any action, arbitration, judicial reference or other proceeding is instituted between the parties in connection with this PPA, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or proceeding (at trial and on appeal) and/or enforcing any judgment granted therein. The prevailing party shall be determined by the trial of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party's major arguments or positions on major disputed issues. 17.9 Counterparts. This PPA may be executed in several counterparts, each of which is an original and all of which together constitute one and the same instrument. A signature on a copy of this PPA received by either Party by facsimile is binding upon the other Party as an original. Both Parties agree that a photocopy of such facsimile may also be treated by the Parties as a duplicate original 17.10 Further Assurances The Parties shall do such further acts, perform such further actions, execute and deliver such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the agreements and understandings contained herein and to carry out the intent and purposes of this PPA. 17 11 Construction of Agreement. This PPA and any ambiguities or uncertainties contained herein shall be equally and fairly interpreted for the benefit of and against all parties to this PPA and shall further be construed and interpreted without reference to the identity of 19 the party or parties prepanng this document, it being expressly understood and agreed that the parties hereto participated equally in the negotiation and preparation of this PPA or have had equal opportunity to do so Accordingly, the parties hereby waive the legal presumption that the language of the contract should be interpreted most strongly against the party who caused the uncertainty to exist The captions used herein are for convenience only and are not a part of this PPA and do not in any way limit or amplify the terms and provisions hereof 17 12 Exhibits and Schedules Any and all exhibits and schedules referenced herein and/or attached hereto are hereby incorporated into this PPA by reference. 17.13 Conflict of Interest. This PPA is subject to Section 38-511, Arizona Revised Statutes (Signature Page to Follow) 20 IN WITNESS WHEREOF,the Parties have executed this PPA as of this day of July,2012 CUSTOMER City of Apache Junction By Its. SELLER Siemens Industry, Inc By. Its 21 SCHEDULE 1 TO SOLAR ENERGY POWER PURCHASE AGREEMENT SCHEDULE OF DEFINITIONS AND RULES OF INTERPRETATION 1 Definitions The definitions provided below and elsewhere in this PPA will apply to the defined terms used in this PPA "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity "Agreement" or"PPA" shall have the meaning set forth in the Preamble to this PPA. "Applicable Law" means, with respect to any governmental authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate,holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such governmental authority, enforceable at law or in equity, along with the interpretation and administration thereof by any governmental authority. "Bankrupt" means that a Party or other entity (as applicable). (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger), (ii) becomes insolvent or is unable to pay its debts or fails (or admits in writing its inability) generally to pay its debts as they become due, (in) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor's rights, or a petition is presented for its winding-up, reorganization or liquidation, which proceeding or petition is not dismissed, stayed or vacated within 30 days thereafter, (v) commences a voluntary proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, (vi) seeks or consents to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) causes or is subject to any event with respect to it which, under the Applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) inclusive; or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts "Bankruptcy Code"means the United States Bankruptcy Code. "Business Day" means any day except a Friday, Saturday, Sunday, or a Federal Reserve Bank holiday until the Customer's July 2012 policy requiring a "4-10s" schedule is changed or rescinded, in which case Business Day shall include Friday. 22 "Capacity Rights"means rights to capacity associated with the electric generating capability of the System. "Claiming Party"has the meaning ascribed to such term in Section 8 3 "Commercial Operation" means that the System is ready for regular, daily operation, has been connected to the Premises electrical system, and is capable of producing Energy Output "Commercial Operation Date"means the date that Seller provides notice to SRP and Customer that the following requirements have been satisfied (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Seller has obtained all necessary rights under the interconnection agreement for the interconnection and delivery of the Metered Output (as defined in the PPSA) to the Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Delivery Point, as certified in writing by Seller to Customer substantially in the form of Exhibit E. "Confidential Information" means any non-public confidential or propnetary information of a Party or its Affiliates or any of its or their Representatives relating to this PPA and the System and revealed to the other Party or its Affiliates or any of its or their Representatives during the Term "Contract Year" means the consecutive 12 months period commencing on the Commercial Operation Date "Costs" means any fees, expenses and/or obligations incurred by either Party in connection with this PPA or breach thereof by the other Party. "Customer" shall have the meaning set forth in the Preamble to this PPA "Default Termination Value"means the applicable value set forth in Schedule 2 "Defaulting Party" shall have the meaning ascribed to such term in Section 9 1 "Delivery Point" means the point where the Energy Output is delivered under this PPA, which shall be the point where the Energy Output meets the SRP Metering Device "Early Termination Date" shall have the meaning ascribed to such term in Section 9.2. "Effective Date" shall have the meamng set forth in the Preamble to this PPA "Energy" means electric energy (three-phase, 60-cycle alternating current, expressed in kilowatt hours 23 "Capacity Rights"means rights to capacity associated with the electric generating capability of the System. "Claiming Party"has the meaning ascribed to such term in Section 8 3 "Commercial Operation" means that the System is ready for regular, daily operation, has been connected to the Premises electrical system, and is capable of producing Energy Output "Commercial Operation Date"means the date that Seller provides notice to SRP and Customer that the following requirements have been satisfied (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Seller has obtained all necessary rights under the interconnection agreement for the interconnection and delivery of the Metered Output (as defined in the PPSA) to the Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Delivery Point, as certified in writing by Seller to Customer substantially in the form of Exhibit E. "Confidential Information" means any non-public confidential or propnetary information of a Party or its Affiliates or any of its or their Representatives relating to this PPA and the System and revealed to the other Party or its Affiliates or any of its or their Representatives during the Term "Contract Year" means the consecutive 12 months period commencing on the Commercial Operation Date "Costs" means any fees, expenses and/or obligations incurred by either Party in connection with this PPA or breach thereof by the other Party. "Customer" shall have the meaning set forth in the Preamble to this PPA "Default Termination Value"means the applicable value set forth in Schedule 2 "Defaulting Party" shall have the meaning ascribed to such term in Section 9 1 "Delivery Point" means the point where the Energy Output is delivered under this PPA, which shall be the point where the Energy Output meets the SRP Metering Device "Early Termination Date" shall have the meaning ascribed to such term in Section 9.2. "Effective Date" shall have the meamng set forth in the Preamble to this PPA "Energy" means electric energy (three-phase, 60-cycle alternating current, expressed in kilowatt hours 23 "Energy Output" means the amount of Energy generated by the System delivered to Customer at the Delivery Point, as metered in whole kilowatt-hours (kWh) by the Project Metering Device. The Energy Output delivered to Customer at the Delivery Point shall be deemed to be equal to the energy measured at the Project Metering Device "Environmental Attributes"means any and all presently existing or future benefits, emissions reductions, environmental air quality credits, emissions reduction credits,renewable energy credits, offsets and allowances, attributable to the Project during the Term, or otherwise attributable to the generation,purchase, sale or use of Metered Output from or by the Project during the Term,howsoever entitled or named,resulting from the avoidance, reduction, displacement or offset of the emission of any gas, chemical or other substance, including any of the same arising out of presently existing or future legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or implementing the United Nations Framework Convention on Climate Change ("UNFCCC")or the Kyoto Protocol to the UNFCCC or crediting "early action" emissions reduction, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency, or any successor state or federal agency given jurisdiction over a program involving transferability of Environmental Attributes, and any right of a purchaser of renewable energy to report ownership of accumulated renewable energy certificates to any agency, authority or other party in compliance with applicable law and include rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program. Notwithstanding any other provision hereof, Environmental Attributes do not include (a) any investment tax credits and any other tax credits associated with the Project, (b) state, federal or private grants or other benefits related to the Project, or(c) Metered Output (as defined in the PPSA). "Environmental Financial Incentives" shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future. (i) performance-based incentives, rebates and any other incentive programs offered by State of Arizona's any municipality's, any utility's or any other state's solar program or initiative„ including, without limitation, tax credits (including investment tax credits arising under the Internal Revenue Code), other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, "incentives"), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System during the Term, and (ii) all reporting rights with respect to such incentives "Event of Default" shall have the meaning ascribed to such term in Section 9 1 "Exercise Notice" shall have the meaning ascribed to such term in Section 12 1 "Exercise Period" shall have the meaning ascribed to such term in Section 12.1. 24 h � "Extension Term" shall have the meamng ascribed to such term in Section 2.1. "Federal Energy Regulatory Commission" shall mean the United States Federal Energy Regulatory Commission, or any successor agency "Final Determination" shall have the meaning ascribed to such term in Section 12 4 "Force Majeure"means an event or circumstance which prevents one Party from performing its obligations, which event or circumstance was not anticipated as of the date the transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which,by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided So long as the requirements of the preceding sentence are met, a"Force Majeure" event may include, but shall not be limited to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, terrorism, not, sabotage or destruction by a third party(other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement, action or inaction of governmental authority and strikes,walkouts, lockouts or similar industrial or labor actions or disputes, provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred "Governmental Charges" means all applicable federal, state and local taxes (other than taxes based on income or net worth), governmental charges, emission allowance costs, duties, tariffs, levies, licenses, fees, permits, assessments, adders or surcharges (including public purposes charges and low income bill payment assistance charges), imposed or authorized by a governmental authority, independent system operator, utility, transmission and distribution provider or other similar entity, on or with respect to the Energy or this PPA "Hazardous Materials" means asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the regulations promulgated thereunder, or other applicable federal, state or local law "Indemnitee"has the meaning ascribed to such term in Section 11 1 "Indemmtor"has the meaning ascribed to such term in Section 11.1 "Indemnity Claims" means all losses, liabilities, damages, costs, expenses and attorneys' fees, whether incurred by settlement or otherwise "Independent Appraiser" means an individual who is a member of a national accounting, engineering or energy consulting firm qualified by education, experience and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the System Except as may be otherwise agreed by the Parties, the 25 Independent Appraiser shall not be (or within three years before his appointment have been) a director, officer or an, employee of, or directly or indirectly retained as consultant or adviser to, Seller or any Affiliate of Seller or Customer. "Initial Term"has the meaning ascribed to such term in Section 2.1. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute "Late Payment Interest Rate"means, for any date, the lesser of(i) One and three tenths percent (1 3%) and (u) the maximum rate permitted by Applicable Law "Local Distribution Company" means Salt River Project Agricultural Improvement and Power District,the owner of the local electric distribution system that serves the Premises "Non-Defaulting Party" shall have the meaning ascribed to such term in Section 9 2 "Notices" shall have the meaning ascribed to such term in Section 15 1 "Party"or"Parties" shall have the meaning set forth in the Preamble to this PPA. "Performance Assurance" means collateral in form and substance reasonably acceptable to the requesting Party, including but not limited to cash,bank letter of credit, or other security. "Person" means an individual, general or limited partnership, corporation, municipal corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, limited liability company, or any other entity of whatever nature. "Preliminary Determination" shall have the meaning ascribed to such term in Section 12.4. "Premises" shall have the meaning set forth in the third WHEREAS clause of this PPA "Project Metering Device" means any and all meters located immediately before the Delivery Point on the Seller's side of the Utility Metering Device needed for the registration, recording and transmission of information regarding the Energy Output "Purchase Option"has the meaning ascribed to such term in Section 12.1. "Purchase Pnce" means the amount to be paid by the Customer in accordance with the provisions of Article XII. "Remediation" means the testing and abating, encapsulating, removing, remedying or neutralizing of Hazardous Materials "Representatives" shall have the meaning ascribed to such term in Section 13.1(a). 26 "Schedule of Definitions and Rules of Interpretation" shall have the meaning ascribed to such term in Section 1.1. "Seller"shall have the meamng set forth in the Preamble to this PPA. "Site Lease"means the Site Lease Agreement dated concurrently herewith by and between the Parties Station Power"means electnc energy consumed in the start-up and operation of the System, which is distinct from the alternating current output of the System. "System"means the solar electric generating facility that produces the Energy Output sold and purchased under this PPA The System is more particular descnbed in Exhibit D "System Assets" means each and all of the assets of which the System is compnsed, including Seller's solar energy panels, mounting systems, inverters,' integrators and other related equipment installed on the Premises, electnc lines required to connect such equipment to the Delivery Point, protective and associated equipment, improvements, and other tangible and intangible assets, permits, property nghts and contract nghts reasonably necessary for the construction, operation, and maintenance of the System "System Loss" means loss, theft, damage or destruction of the System or System Assets, or any other occurrence or event that prevents or limits the System from operating in whole or in part, resulting from or ansing out of any cause (including casualty, condemnation or Force Majeure) other than (i) Seller's negligence or intentional misconduct, (u) Seller's breach of maintenance obligations under the PPA, or(in) normal wear and tear of the System. "System Loss Amount" means an amount, calculated at any time to be at least equal to the then applicable Default Termination Value. "Term"means the Initial Term and any Extension Term "Transaction" means any transaction between the Parties under the terms of the PPA or the Site Lease or any other agreements, instruments, or undertakings between the Parties "Transfer Date" shall have the meaning ascnbed to such teen in Section 12.1. "USD"means United States Dollars 2. Rules of Interpretation In this PPA, unless expressly provided otherwise (a) the words "herein," "hereunder" and "hereof' refer to the provisions of this PPA and a reference to a recital, Article, Section, subsection or paragraph of this PPA or any other agreement is a reference to a recital, Article, Section, subsection or paragraph of this PPA or other agreement in which it is used unless otherwise 27 stated, (b) references to this PPA, or any other agreement or instrument, includes any schedule, exhibit, annex or other attachment hereto or thereto, and references to this PPA, (c) a reference to a paragraph also refers to the subsection in which it is contained, and a reference to a subsection refers to the Section in which it is contained, (d) a reference to this PPA, any other agreement or an instrument or any provision of any of them includes any amendment, variation, restatement or replacement of this PPA or such other agreement, instrument or provision, as the case may be; (e) a reference to a statute or other law or a provision of any of them includes all regulations, rules, subordinate legislation and other instruments issued or promulgated thereunder as in effect from time to time and all consolidations, amendments, re-enactments, extensions or replacements of such statute, law or provision; (f) the singular includes the plural and vice versa, (g) a reference to a Person includes a reference to the Person's executors and administrators (in the case of a natural person) and successors, substitutes (including Persons taking by novation) and permitted assigns, (h) words of any gender shall include the corresponding words of the other gender; (i) "including" means "including, but not limited to," and other forms of the verb '`to include"are to be interpreted similarly, (j) references to "or" shall be deemed to be disjunctive but not necessanly exclusive, (i e , unless the context dictates otherwise, "or" shall be interpreted to mean "and/or"rather than"either/or"); (k) where a period of time is specified to run from or after a given day or the day of an act or event, it is to be calculated exclusive of such day; and where a period of time is specified as commencing on a given day or the day of an act or event, it is to be calculated inclusive of such day, (1) a reference to a Business Day is a reference to a penod of time commencing at 9.00 a m local time on a Business Day and ending at 5.00 p.m. local time on the same Business Day; (m)if the time for performing an obligation under this PPA expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day, 28 el% ON (n) a reference to (i) a month is a reference to a calendar month and (ii) a year is a reference to a calendar year; (o) where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; (p) a reference to time is a reference to the time in effect in [Insert City, State] on the relevant date, (q) if a payment prescnbed under this PPA to be made by a Party on or by a given Business Day is made after 2.00 pm on such Business Day, it is taken to be made on the next Business Day, and (r) if any index used in this PPA at any time becomes unavailable, whether as a result of such index no longer being published or the material alteration of the basis for calculating such index, then Seller and Customer shall agree upon a substitute index that most closely approximates the unavailable index as in effect prior to such unavailability If the base date of any such index is at any time reset, then the change to the index resulting therefrom shall be adjusted accordingly for purposes of this PPA 29 SCHEDULE 2 TO SOLAR ENERGY POWER PURCHASE AGREEMENT Default termination value per 9.4(a) Period Termination From the Value Commercial Operation Date Month 1 $ 3,745,241 Month 2 $ 3,757,488 Month 3 $ 3,768,272 Month 4 $ 3,777,449 Month 5 $ 3,785,152 Month 6 $ 3,792,847 Month 7 $ 3,798,915 Month 8 $ 3,803,498 Month 9 $ 3,808,056 Month 10 $ 3,810,967 Month 11 $ 3,812,381 Month 12 $ 3,565,969 Month 13 $ 3,567,093 Month 14 $ 3,568,047 Month 15 $ 3,568,809 Month 16 $ 3,569,398 Month 17 $ 3,569,792 Month 18 $ 3,570,142 Month 19 $ 3,570,316 Month 20 $ 3,570,294 Month 21 $ 3,570,225 Month 22 $ 3,569,978 Month 23 $ 3,569,534 Month 24 $ 3,321,255 Month 25 $ 3,320,495 Month 26 $ 3,319,642 Month 27 $ 3,318,668 Month 28 $ 3,317,599 Month 29 $ 3,316,408 Month 30 $ 3,315,163 30 Month 31 $ 3,313,821 Month 32 $ 3,312,356 Month 33 $ 3,310,835 Month 34 $ 3,309,216 Month 35 $ 3,307,473 Month 36 $ 3,057,887 Month 37 $ 3,055,807 Month 38 $ 3,053,679 Month 39 $ 3,051,472 Month 40 $ 3,049,216 Month 41 $ 3,046,880 Month 42 $ 3,044,483 Month 43 $ 3,042,036 Month 44 $ 3,039,509 Month 45 $ 3,036,919 Month 46 $ 3,034,279 Month 47 $ 3,031,557 Month 48 $ 2,780,986 Month 49 $ 2,777,909 Month 50 $ 2,774,780 Month 51 $ 2,771,566 Month 52 $ 2,768,298 Month 53 $ 2,764,947 Month 54 $ 2,761,528 Month 55 $ 2,758,054 Month 56 $ 2,754,495 Month 57 $ 2,750,868 Month 58 $ 2,747,185 Month 59 $ 2,743,416 Month 60 $ 2,491,792 Month 61 $ 2,487,649 Month 62 $ 2,483,487 Month 63 $ 2,479,273 Month 64 $ 2,475,038 Month 65 $ 2,470,751 Month 66 $ 2,466,391 Month 67 $ 2,462,011 Month 68 $ 2,457,578 31 1111% oak Month 69 $ 2,453,071 Month 70 $ 2,448,542 Month 71 $ 2,443,960 Month 72 $ 2,439,303 Month 73 $ 2,434,330 Month 74 $ 2,429,374 Month 75 $ 2,424,397 Month 76 $ 2,419,436 Month 77 $ 2,414,454 Month 78 $ 2,409,396 Month 79 $ 2,404,353 Month 80 $ 2,399,289 Month 81 $ 2,394,148 Month 82 $ 2,389,022 Month 83 $ 2,383,875 Month 84 $ 2,378,650 Month 85 $ 2,373,098 Month 86 $ 2,367,560 Month 87 $ 2,361,998 Month 88 $ 2,356,450 Month 89 $ 2,350,879 Month 90 $ 2,345,228 Month 91 $ 2,339,589 Month 92 $ 2,333,927 Month 93 $ 2,328,184 Month 94 $ 2,322,453 Month 95 $ 2,316,698 Month 96 $ 2,310,862 Month 97 $ 2,304,687 Month 98 $ 2,298,524 Month 99 $ 2,292,334 Month 100 $ 2,286,155 Month 101 $ 2,279,950 Month 102 $ 2,273,661 Month 103 $ 2,267,382 Month 104 $ 2,261,076 Month 105 $ 2,254,686 Month 106 $ 2,248,304 32 Month 107 $ 2,241,897 Month 108 ! $ 2,235,403 Month 109 $ 2,228,560 Month 110 $ 2,221,724 Month 111 $ 2,214,860 Month 112 $ 2,208,003 Month 113 $ 2,201,118 Month 114 $ 2,194,144 Month 115 $ 2,187,177 Month 116 $ 2,180,180 Month 117 $ 2,173,094 Month 118 $ 2,166,014 Month 119 $ 2,158,905 Month 120 $ 2,151,706 Month 121 $ 2,144,145 Month 122 $ 2,136,587 Month 123 $ 2,128,999 Month 124 $ 2,121,414 Month 125 $ 2,113,798 Month 126 $ 2,106,088 Month 127 $ 2,098,381 Month 128 $ 2,090,643 Month 129 $ 2,082,810 Month 130 $ 2,074,979 Month 131 $ 2,067,117 Month 132 _ $ 2,059,160 Month 133 $ 2,050,828 Month 134 $ 2,042,496 Month 135 $ 2,034,130 Month 136 $ 2,025,763 Month 137 $ 2,017,363 Month 138 $ 2,008,864 Month 139 $ 2,000,363 Month 140 $ 1,991,828 Month 141 $ 1,983,194 Month 142 $ 1,974,558 Month 143 $ 1,965,887 Month 144 $ 1,957,116 33 Month 145 $ 1,947,957 Month 146 $ 1,938,794 Month 147 $ 1,929,594 Month 148 $ 1,920,389 Month 149 $ 1,911,147 Month 150 $ 1,901,802 Month 151 $ 1,892,450 Month 152 $ 1,883,061 Month 153 $ 1,873,567 Month 154 $ 1,864,066 Month 155 $ 1,854,528 Month 156 $ 1,844,884 Month 157 $ 1,834,839 Month 158 $ 1,824,785 Month 159 $ 1,814,691 Month 160 $ 1,804,587 Month 161 $ 1,794,442 Month 162 $ 1,784,189 Month 163 $ 1,773,924 Month 164 $ 1,763,619 Month 165 $ 1,753,203 Month 166 $ 1,742,776 Month 167 $ 1,732,307 Month 168 $ 1,721,727 Month 169 $ 1,710,733 Month 170 $ 1,699,724 Month 171 $ 1,688,671 Month 172 $ 1,677,603 Month 173 $ 1,666,491 Month 174 $ 1,655,265 Month 175 $ 1,644,022 Month 176 $ 1,632,734 Month 177 $ 1,621,331 Month 178 $ 1,609,910 Month 179 $ 1,598,444 Month 180 $ 1,586,861 Month 181 $ 1,574,849 Month 182 $ 1,562,817 34 /'\ Month 183 $ 1,550,737 Month 184 $ 1,538,637 Month 185 $ 1,526,488 Month 186 $ 1,514,219 Month 187 $ 1,501,928 Month 188 $ 1,489,588 Month 189 $ 1,477,126 Month 190 $ 1,464,641 Month 191 $ 1,452,107 Month 192 $ 1,439,449 Month 193 $ 1,426,347 Month 194 $ 1,413,219 Month 195 $ 1,400,039 Month 196 $ 1,386,833 Month 197 $ 1,373,575 Month 198 $ 1,360,188 Month 199 $ 1,346,774 Month 200 $ 1,333,308 Month 201 $ 1,319,712 Month 202 $ 1,306,087 Month 203 $ 1,292,408 Month 204 $ 1,278,600 Month 205 $ 1,264,330 Month 206 $ 1,250,029 Month 207 $ 1,235,671 Month 208 $ 1,221,281 Month 209 $ 1,206,834 Month 210 $ 1,192,252 Month 211 $ 1,177,636 Month 212 $ 1,162,963 Month 213 $ 1,148,153 Month 214 $ 1,133,308 Month 215 $ 1,118,404 Month 216 $ 1,103,363 Month 217 $ 1,087,845 Month 218 $ 1,072,288 Month 219 $ 1,056,670 Month 220 $ 1,041,012 35 Month 221 $ 1,025,293 Month 222 $ 1,009,431 _ Month 223 $ 993,529 Month 224 $ 977,564 Month 225 $ 961,454 Month 226 $ 945,303 Month 227 $ 929,088 Month 228 $ 912,728 Month 229 $ 895,873 Month 230 $ 878,972 Month 231 $ 862,006 Month 232 $ 844,992 Month 233 $ 827,912 Month 234 $ 810,681 Month 235 _ $ 793,401 _ Month 236 $ 776,054 Month 237 $ 758,555 Month 238 $ 741,005 Month 239 $ 723,387 Month 240 $ 705,616 36 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT A POWER PURCHASE AND SALE AGREEMENT Between SIEMENS INDUSTRY, INC. and SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT 37 POWER PURCHASE AND SALE AGREEMENT This POWER PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 20_ (the "Effective Date"), by and between Siemens Industry, Inc., a Delaware corporation through its Building Technologies Division ("Seller"), and Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Anzona ("SRP"). Seller and SRP are sometimes referred to in this Agreement individually as a"Party" and collectively as the "Parties " RECITALS WHEREAS, Seller intends to develop, design, construct, own and operate a solar- powered electrical generation facility for the benefit of the City of Apache Junction, Arizona ("Customer") located on Customer's premises at 300 E Superstition Boulevard, Apache Junction,Arizona,with a nameplate capacity of 757 kW DC (the "Project"); WHEREAS, Seller has entered into an agreement (the "Project Agreement")pursuant to which Seller has agreed to sell through SRP and Customer has agreed to purchase through SRP all of the energy generated by the Project; and WHEREAS, to facilitate the transaction contemplated by the Project Agreement, SRP has agreed to purchase all Metered Output from the Project and the Environmental Attributes related to the generation of such Metered Output and to resell the Metered Output to Customer, all on the terms and conditions set forth in this Agreement AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following- ARTICLE I DEFINITIONS 1 1 Definitions. As used in this Agreement, the following terms, when initially capitalized, shall have the meanings specified in this Section 1.1. "Commercial Operation Date" means the date that Seller provides notice to SRP that the following requirements have been satisfied. (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Seller has obtained all necessary nghts under the interconnection agreement for the interconnection and delivery of the Metered Output to the Metered Output Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Metered Output Delivery Point "Environmental Attributes" means any and all presently existing or future benefits, emissions reductions, environmental air quality credits, emissions reduction credits,renewable energy credits, offsets and allowances, attributable to the Project during the Term, or otherwise 38 attnbutable to the generation, purchase, sale or use of Metered Output from or by the Project dunng the Term, howsoever entitled or named, resulting from the avoidance, reduction, displacement or offset of the emission of any gas, chemical or other substance, including any of the same ansmg out of presently existing or future legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or implementing the United Nations Framework Convention on Climate Change ("UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early action" emissions reduction, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency, or any successor state or federal agency given junsdiction over a program involving transferability of Environmental Attnbutes, and any nght of a purchaser of renewable energy to report ownership of accumulated renewable energy certificates to any agency, authority or other party in compliance with applicable law and include rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program Notwithstanding any other provision hereof, Environmental Attributes do not include. (a) any investment tax credits and any other tax credits associated with the Project, (b) state, federal or pnvate grants or other benefits related to the Project, or(c) Metered Output "Environmental Financial Incentives" shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future. (i) performance-based incentives, rebates and any other incentive programs offered by State of Arizona's any municipality's, any utility's or any other state's solar program or initiative„ including, without limitation, tax credits (including investment tax credits ansmg under the Internal Revenue Code), other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, "incentives"), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy charactenstics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attnbutable to the sale of Energy generated by the System dunng the Term; and (u) all reporting rights with respect to such incentives "Interest Rate" means a per annum rate of interest equal to the lesser of(a) the pnme lending rate published from time to time by the Federal Reserve Bank H 15 (519) Statistical Release website on such day (or if not published on such day, on the most recently preceding day published)plus 200 basis points or(b)the maximum rate permitted by applicable law "Metered Output" means the electrical energy output, intermittent and variable within the hour, made available from the Project at the Metered Output Delivery Point, as measured by SRP's meter installed at the Metered Output Delivery Point "Metered Output Delivery Point" means the meter owned and maintained by SRP that measures the output of the Project "Person" means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other form of entity. 39 ARTICLE II PURCHASE AND SALE 2 1 Purchase of Metered Output by SRP. In accordance with and subject to the terms and conditions of this Agreement, commencing on the Commercial Operation Date and continuing through the end of the Term, Seller shall sell to SRP and SRP shall purchase from Seller all of the Metered Output at the rate specified in Exhibit B Seller shall deliver the Metered Output to and make such Metered Output available to SRP at the Metered Output Delivery Point SRP shall receive the Metered Output at, and shall take such Metered Output from, the Metered Output Delivery Point Title to, and risk of loss associated with, Metered Output shall pass from Seller to SRP at the Metered Output Delivery Point. Seller shall transfer the Metered Output to SRP free and clear of all liens, security interests, claims and encumbrances or any other interest therein or thereto by any Person 2 2 Sale of Environmental Attributes Commencing on the Commercial Operation Date and continuing through the end of the Term, Seller shall sell to SRP and SRP shall purchase from Seller all of the Environmental Attnbutes associated with the Metered Output at the rate of$0 06 per kWh of Metered Output from the Project. On or before the Commercial Operation Date, Seller shall deliver to SRP a Bill of Sale in the form of Exhibit A transferring the ownership of all Environmental Attributes to SRP 2 3 SRP's Obligations SRP's obligation to purchase Metered Output and Environmental Attnbutes from Seller shall be suspended (a) during an Event of Default by Seller under this Agreement=or (b) if Customer is in default of SRP's Rules and Regulations with respect to account numbers for City Hall (Meter #724331002), the Library (Meter #406690008), and the Multi-generational Center(Meter#257331009). 2.4 Environmental Financial Incentives. All Environmental Financial Incentives available in connection with the Project are retained and owned by Seller or its assignee. At Seller's request and expense, SRP shall execute such documents and instruments reasonably necessary or desirable to effect or evidence Seller's or its assignee right, title and interest in and to the Environmental Financial Incentives ARTICLE III TERM AND TERMINATION 3.1. Term. This Agreement shall become effective on the Effective Date and, unless terminated earlier as provided in this Agreement, shall remain in full force and effect until the earlier of (a) the termination of the Project Agreement for any reason, (b) the termination of the PPSA for Customer's account numbers for City Hall (Meter #724331002), the Library (Meter #406690008), and the Multi-generational Center (Meter #257331009), or (c) midnight Mountain Standard Time on the 20th anniversary of the Commercial Operation Date (the "Term") 3 2 Notice of Commercial Operation Date. Seller shall notify SRP at least five business days in advance of the anticipated Commercial Operation Date and shall confirm to SRP in writing within three business days of when the Commercial Operation Date occurs 40 ARTICLE IV METERING 4 1 Metering Metered Output delivered to the Metered Output Delivery Point shall be measured by meters owned, installed and maintained by SRP. SRP shall maintain and calibrate its meters in accordance with the Distribution Interconnection Agreement Seller may install and maintain its own meters, but SRP's meters shall be used for all purposes under this Agreement. In the case where a meter read is unavailable, SRP will make commercially reasonable efforts to estimate generation and/or consumption If testing of the SRP meters in accordance with the Interconnection Agreement indicates that the meters are in error by more than 2%, Seller shall make a corresponding adjustment to the records of the amount of Metered Output based on such test results for (a) the actual period of time when such error caused inaccurate meter recordings, if such period can be determined to the mutual satisfaction of the Parties, or (b) if such period cannot be so determined, then a period equal to one-half of the period from the later of(i) the date of the last previous test confirming accurate metering and (ii) the date the meters were placed into service; provided, however, that such period shall in no case exceed two years. ARTICLE V BILLING AND PAYMENT 5.1. Monthly Billing. SRP shall invoice Seller monthly. Such monthly invoices shall state (i) the amount of Metered Output produced by the Project and delivered to the Metered Output Delivery Point, (u) the amount of energy delivered to the Project by SRP, (iii) the applicable price plan with respect to the energy described in clause (ii), (iv) the amount payable by SRP for the Environmental Attributes, and (v) the total amount due for Metered Output and Environmental Attributes delivered during such month. All amounts due under this Section 5 1 shall be due and payable net 21 days from the date of billing Any undisputed portion of the invoice amount not paid within the 21 day period shall accrue interest at the Interest Rate 5 2 Governmental Charges Seller shall pay or cause to be paid all taxes imposed by any governmental authority ("Governmental Charges") on or with respect to the Metered Output (and any contract associated with the Metered Output) arising before the Metered Output Delivery Point, including ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. SRP shall pay or cause to be paid all Governmental Charges on or with respect to the Metered Output at and from the Metered Output Delivery Point If Seller is required by law or regulation to remit or pay Governmental Charges which are SRP's responsibility hereunder, SRP shall promptly reimburse Seller for such Governmental Charges If SRP is required by law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Seller shall promptly reimburse SRP for such Governmental Charges Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which that Party is exempt under the law 41 Plk ARTICLE VI EVENTS OF DEFAULT; REMEDIES 6 1 Events of Default An "Event of Default" means with respect to a Party (the "Defaulting Party") (a) A Party fails to make any payment when due under this Agreement and fails to cure within 10 days after notice thereof, or (b) A Party fails to comply with any other obligation under this Agreement, and such failure is not cured with 30 days after notice thereof; provided that if such defaulting Party commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for an additional 90 additional days. 6.2. Remedies for an Event of Default Upon the occurrence and notice to the Defaulting Party, the other Party (the "Non-Defaulting Party") shall have the right (but not the obligation) to. (a) suspend performance of its obligations under this Agreement, and/or (b) receive from the Defaulting Party direct damages incurred by the Non- Defaulting Party in connection with such Event of Default (including during any applicable cure period, whether or not the Non-Defaulting Party has elected to suspend performance dunng such cure period) 6 3 Termination for an Event of Default If an Event of Default has occurred and is not cured within the applicable cure period, if any, set forth in Section 6 1, the Non-Defaulting Party shall have the right, at any time when such Event of Default is continuing, and in addition to the remedies set forth in Section 6 2, to. (a) designate by notice to the Defaulting Party a day, no earlier than the day such notice becomes effective and no later than 20 days after the day such notice becomes effective, on which this Agreement shall terminate; and (b) subject to the express limitations on remedies set forth in this Agreement, pursue any other nght or remedy available under this Agreement or applicable law Except for an Event of Default for nonpayment, if notice of termination has not been received by the date that is 30 days following the last day of any applicable cure period, the Event of Default is deemed to have been waived by the Non-Defaulting Party and no further damages shall accrue with respect to such Event of Default 42 /, 6 4 Waiver of Consequential Damages. NO PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE ARISING OUT OF THEIR PERFORMANCE OR NON- PERFORMANCE HEREUNDER. ARTICLE VII NOTICES 7 1 Notices All notices to be given under this Agreement shall be made to the addresses set forth below. All notices shall be made in wnting. Notices shall be delivered by hand delivery, U S Mail or express courier. All notices, requests, statements and other communications shall be deemed to have been duly given on (a) the date of delivery if delivered by hand or by express courier, or (b) five days after deposit in the U.S. Mail. Any Party may change its respective notice information upon giving the other Parties at least 10 days' prior notice thereof. If to SRP, addressed to it at. P 0 Box 52025, Mail Station Phoenix, Arizona 85072-2025 Attention. If to Seller, addressed to it at• Siemens Industry, Inc Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn. Darcy Otis—Branch Manager Fax (866)289-3046 ARTICLE VIII MISCELLANEOUS 8 1 Assignment Neither Party may assign this Agreement without the other Party's prior written consent, such consent not to be unreasonably delayed, conditioned or withheld, provided, however, that Seller may in its sole discretion and without the consent of SRP assign any of its rights, duties or obligations under this Agreement to (i) one or more of its affiliates, (u) one or more third parties in connection with a sale-and-leaseback or other financing transaction described below, (iii) any person or entity succeeding to all or substantially all of the assets of Seller or (v) a successor entity in a merger or acquisition transaction (any of the foregoing being a "Permitted Transfer") Seller shall provide notice to SRP of the occurrence of any such Permitted Transfer. 8.2. Governing Law This Agreement and the nghts and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of Arizona, without regard to its principles of conflicts of law. 43 /1 8 3 Entire Agreement This Agreement and the SRP Commercial Solar Energy Program Supplement to Program Requirements, entered into among SRP, Seller and Customer constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein. 8.4. Amendment. Subject to the SRP Commercial Solar Energy Program Supplement to Program Requirements among SRP, Seller and Customer, no amendment, modification or change to this Agreement shall be enforceable unless set forth in writing and executed by both Parties. 8.5. Non-Waiver. No waiver by any Party hereto of any one or more defaults by the other Parties in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature No failure or delay by any Party hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof. 8 6 Severability Any provision of this Agreement declared or rendered invalid, unlawful, or unenforceable by any applicable governmental authority or deemed unlawful because of a change in applicable law shall not otherwise affect the remaining lawful obligations that arise under this Agreement, provided that the Parties shall use commercially reasonable efforts to reform this Agreement in order to give effect to the onginal intention of the Parties. 8.7. No Third-Party Beneficiaries Nothing in this Agreement shall provide any benefit to any third Person or entitle any third Person to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third-party beneficiary contract. 8.8. Relationships of Parties The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent, representative, trustee or fiduciary of any other Party Neither Seller nor SRP shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor 8 9 Jurisdiction; Venue Any dispute relating to this Agreement shall be brought exclusively in the Mancopa County, Arizona Supenor Court or in the United States District Court for the District of Arizona. By execution and delivery of this Agreement, with respect to such disputes, each of the parties knowingly, voluntarily and irrevocably (a) consents, for itself and in respect of its property, to the exclusive jurisdiction of these courts, and (b) waives any immunity or objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non convemens, which it may have from or to the bnnging of the dispute in such jurisdiction 8 10 Waiver of Jury Trial To the fullest extent permitted by law, each of the Parties waives any nght it may have to a trial by jury in respect of litigation directly or indirectly 44 arising out of,under or in connection with this Agreement. 8.11. Attorneys' Fees If a Party commences a legal proceeding against the other Party because of an alleged breach of such Party's obligations under this Agreement, each Party shall bear its own expenses, including reasonable attorneys' fees, incurred in connection with the legal proceeding and any appeal thereof. 8 12 Binding Effect This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns 8 13 Counterparts. This Agreement may be executed in counterparts, including in facsimile and electronic formats (including portable document format (.pdf)), each of which is an onginal and all of which constitute one and the same instrument 8 14 Compliance with Law. Each Party shall at all times comply in all respects with all applicable laws As applicable, each Party shall give all required notices, and shall procure and maintain all necessary governmental permits, licenses, and inspections necessary for performance of this Agreement, and shall pay its respective charges and fees in connection therewith 8 15 Enforcement of Rights At Customer's request, SRP shall have the right but not the obligation, to enforce on Customer's behalf any of Customer's rights and remedies against Seller that arise under the Project Agreement 8.16 Construction The headings in this Agreement are inserted for convenience only, and shall not constitute a part of this Agreement or be used to construe or interpret any of its provisions The parties have participated jointly in negotiating and drafting this Agreement If a question of interpretation arises, this Agreement shall be construed as if drafted jointly by 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. Any reference to any statute shall be deemed to refer to the statute, as amended, and to all rules and regulations promulgated thereunder, as amended, unless the context requires otherwise. The word"include" or"including"means include or including, without limitation 817 Collateral Assignment and Cooperation with Financing Seller shall be permitted to sell, transfer, assign or pledge (or grant security interests in) this Agreement to its financing parties ("Lender") as collateral for any financing or refinancing of the Project, provided, Seller shall be responsible at SRP's request for SRP's reasonable costs associated with the review, negotiation, execution and delivery of documents in connection with such assignment, including reasonable attorneys' fees. 8.18 Provisions Benefiting Lender. With respect to a Permitted Transfer pursuant to Section 8 1, SRP acknowledges and agrees that, upon receipt of wntten direction from Lender, and notwithstanding any instructions to the contrary from Seller, SRP will recognize Lender, or any third party to whom Lender has reassigned the nghts of Seller under this Agreement, as the proper and lawful successor to Seller fully entitled to receive the rights and benefits of Seller hereunder so long as Lender (or its assignee) performs the obligations of Seller 45 hereunder. SRP shall be protected and shall incur no liability in acting or proceeding in good faith upon any such foregoing wntten notice and direction by Lender which SRP shall in good faith believe (i) to be genuine and (ii) a copy of which to have been delivered to Seller. SRP shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above wntten This Agreement shall not become effective as to either Party unless and until executed by both Parties. Salt River Project Agncultural Improvement and Power District By. Title. Siemens Industry, Inc By. Title 46 oak EXHIBIT A BILL OF SALE FOR ENVIRONMENTAL ATTRIBUTES Effective as of , 20_, Siemens Industry, Inc ("Seller"), for good and valuable consideration and pursuant to that certain Power Purchase and Sale Agreement dated , 20 , by and between Salt River Project Agricultural Improvement and Power Distnct, a political subdivision of the State of Arizona ("SRP") and Seller (the "Agreement"), hereby sells, transfers and delivers to SRP all of its nght, title, and interest in and to the Environmental Attnbutes, associated with the generation of energy by the Project Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement This Bill of Sale shall only transfer the Environmental Attributes generated by the Project dunng the term of the Agreement Except as otherwise provided in the Agreement, SRP shall have no interest in any Environmental Attnbutes generated after expiration or termination of the Agreement Seller attests, represents and warrants (i) its sale of the Environmental Attributes to SRP is and will be its one and only sale of the Environmental Attributes with respect to the energy generated by the Project dunng the term of the Agreement and no third party has claimed or can claim any interest in such Environmental Attnbutes, and (ii) the Environmental Attributes are clear of all liens, secunty interests, claims and encumbrances or any other interest therein or thereto by any Person Seller shall execute and deliver, at the request of SRP, such further instruments of transfer, and shall take or cause to be taken such other or further actions, as shall reasonably be requested for purposes of carrying out the sale of the Environmental Attributes to SRP. Siemens Industry, Inc By. Title. 47 OIN EXHIBIT B POWER PURCHASE AND SALE AGREEMENT FOR: City of Apache Junction/Siemens Industry,Inc. City of Apache Junction Solar Project YEAR CONTRACT PRICE PER KWH Yr. 1 $0.1075 Yr 2 $ 0.1107 Yr. 3 $ 0 1140 Yr 4 $ 0.1175 Yr. 5 $ 0 1210 Yr6 $ 0.1246 Yr. 7 $ 0 1284 Yr 8 $ 0.1322 Yr 9 $ 01362 Yr. 10 $ 0 1403 Yr 11 $ 0.1445 Yr. 12 $ 0 1488 Yr 13 $ 0.1533 Yr. 14 $ 0 1579 Yr 15 $ 0.1626 Yr. 16 $ 0 1675 Yr 17 $ 0 1725 Yr 18 $ 0.1777 Yr. 19 $ 0 1830 Yr 20 $ 0 1885 48 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT B SRP COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT TO PROGRAM REQUIREMENTS BETWEEN THE CITY OF APACHE JUNCTION, SIEMENS INDUSTRY, INC., AND SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT ("SRP SUPPLEMENT AGREEMENT") 49 SRP COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT TO PROGRAM REQUIREMENTS This Supplemental Agreement ("Supplement") supplements the SRP Commercial Solar Energy Program Requirements ("Solar Agreement") signed by the City of Apache Junction, Arizona ("SRP Customer") and Siemens Industry, Inc , a Delaware corporation through its Building Technologies Division ("Solar Provider"), and approved by SRP on , and sets out the terms of SRP's participation with SRP Customer to purchase and provide to SRP Customer the output of a photovoltaic solar facility to be installed and operated on SRP Customer's premises by Solar Provider. SRP, SRP Customer and Solar Provider are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties " RECITALS A SRP Customer and Solar Provider are parties to that certain Solar Energy Power Purchase Agreement ("PPA") and that certain Site Lease Agreement, both dated as of the date hereof, pursuant to which the SRP Customer has agreed to provide Solar Provider with a license to a portion of the land owned by the SRP Customer at the SRP Customer's property (the "Premises") in order to own, construct, maintain and operate an approximately 606AC solar photovoltaic generating facility (the "Solar Facility"), and to Purchase all of the Metered Output from the Project through SRP. B. SRP and Solar Provider are parties to that certain Power Purchase and Sale Agreement dated as of the date hereof (the "PPSA" and together with the PPA, Site Lease Agreement and the Solar Agreement shall constitute the "Project Documents") pursuant to which Solar Provider has agreed to sell to SRP and SRP has agreed to purchase all of the Metered Output and Environmental Attributes (as defined therein) from the Project at the$ per kilowatt-hour rate specified in Exhibit A to this Supplement(the "Output Rate per KWH") SRP's Financial Incentive Commitment In connection with this Supplement SRP will provide a financial incentive to SRP Customer for the Solar Facility This incentive will be $0 06 per kilowatt-hour of energy produced by the Solar Facility, as more fully descnbed in the Solar Agreement. The incentive will be paid by SRP to Solar Provider on behalf of SRP Customer Solar Provider Solar Provider agrees to sell the output of the Solar Facility to SRP at the rate specified in Exhibit A of this Supplement. The terms of the sale are further described in the PPSA The output of the Solar Facility will be measured by a meter to be installed by SRP. 50 /0 SRP Obligations Pursuant to the terms of the PPSA, SRP shall purchase from Solar Provider all of the Metered Output(as defined in the PPSA) SRP Billing SRP will bill SRP Customer for the entire output of the Solar Facility at the rate specified in Exhibit B, on SRP Customer's regular monthly bill. SRP Customer will have the benefit of SRP's standard buy back rider or net metering rider, as applicable, in the event that SRP Customer is unable to use the entire output of the Solar Facility at any time SRP's billing will be subject to taxes and other charges as applied generally to SRP Customer's account. Right to Enforce PPA SRP Customer and Solar Provider have entered into the PPA for the installation and maintenance of the Solar Facility To the extent that the PPA is inconsistent with the terms of this Supplement, the terms of this Supplement shall govern SRP Customer and Solar Provider agree that SRP shall have the right, but not the obligation, to enforce, with Customer's consent, any of the terms of the PPA on behalf of SRP Customer and SRP shall have the right to inspect the Solar Facility at any time SRP acknowledges Seller's right to enforce the PPA against Customer. SRP shall not be subject to any term of the PPA Environmental Attributes SRP will purchase from Solar Provider all of the Environmental Attributes (as defined in the PPSA), including renewable energy certificates, associated with the energy purchased by SRP and sold to SRP Customer. Rules and Regulations SRP's Rules and Regulations shall apply to this Supplement, but shall be subject to any restrictions under applicable laws. This Supplement shall supplement the Solar Agreement, and is subject to the Distribution Interconnection Agreement, and the Solar Electric Installation Certification, signed by SRP Customer and the Solar Provider This Supplement and each of the Project Documents shall terminate upon the earlier of the(1)termination of the PPSA, (2) termination of the PPA, or (3) the termination or disconnection of SRP Customer's account numbers for City Hall (Meter#724331002), the Library (Meter#406690008), and the Multi-generational Center(Meter#257331009)with SRP Miscellaneous Provisions 1 Press Releases Each Party shall submit to the other Parties for pnor approval of any press releases regarding the Project, which approval shall not be unreasonably withheld or delayed. The Parties may by mutual written agreement set forth specific statements that may be used by the other Parties in any press releases that address Customer's use of solar or 51 renewable energy provided by the Project 2. Amendments of Project Documents. An amendment to any provision of the Project Documents that would materially affect a right or obligation of a Party or amend the term of a Project Document shall only be effective and enforceable if it is set forth in a written instrument signed by SRP, SRP Customer and Solar Provider 3. All notices to be given under this Agreement shall be made in accordance with the Project Documents 4 None of the Parties may assign this Supplement without the other Parties' prior written consent, such consent not to be unreasonably delayed, conditioned or withheld, provided that Solar Provider may in its sole discretion and without the consent of SRP assign any of its rights, duties or obligations under this Supplement to (i) one or more of its affiliates, (u) one or more third parties in connection with a sale-and-leaseback or other financing transaction where Solar Provider assigns its rights and Interests in this Supplement for collateral purposes in connection with any equity or debt financing of Solar Provider or Solar Provider's Affiliates, (iii) any person or entity succeeding to all or substantially all of the assets of Solar Provider, or (iv) a successor entity in a merger or acquisition transaction (any of the foregoing being a "Permitted Transfer"). Seller shall provide notice to SRP and SRP Customer of the occurrence of any such Permitted Transfer 5. This Supplement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of Arizona, without regard to its principles of conflicts of law. 6. This Supplement and the Project Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein 7 No amendment, modification or change to this Supplement shall be enforceable unless set forth in writing and executed by each of the Parties 8. This Supplement may be executed in counterparts, including in facsimile and electronic formats (including portable document format (pdf)), each of which is an original and all of which constitute one and the same instrument [SIGNATURES ARE ON THE FOLLOWING PAGE] 52 This Supplement shall have an effective date of Salt River Project Agncultural Improvement and Power District By City of Apache Junction By Its Siemens Industry, Inc. By Its 53 EXHIBIT A FOR: City of Apache Junction Solar Project Year Output Rate PBI Output Rate per KWH plus PBI per KWH 1 $0.1075 $0.06 $0.1675 2 $0.1107 $0.06 $0.1707 3 $0 1140 $0 06 $0.1740 4 $0.1175 $0.06 $0.1775 5 $0 1210 $0 06 $0.1810 6 $0.1246 $0.06 $0.1846 7 $0 1284 $0 06 $0 1884 8 $0.1322 $0.06 $0.1922 9 $0 1362 $0 06 $0 1962 10 $0.1403 $0.06 $0.2003 11 $0.1445 $0.06 $0 2045 12 $0.1488 $0.06 $0.2088 13 $0.1533 $0.06 $0.2133 14 $0 1579 $0 06 $0.2179 15 $0.1626 $0.06 $0 2226 16 $0 1675 $0 06 $0.2275 17 $0 1725 $0 06 $0 2325 18 $0.1777 $0.06 $0.2377 19 $0.1830 $0.06 $0.2430 20 $0 1885 $0 06 $0.2485 54 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT C SITE LEASE AGREEMENT Between THE CITY OF APACHE JUNCTION and SIEMENS INDUSTRY, INC. 55 Site Lease Agreement This Solar Facilities Lease ("Lease"), dated as of July , 2012, is by and between Siemens Industry, Inc, a Delaware corporation, through its Building Technologies Division ("Lessee"), and the City of Apache Junction, Arizona, an Arizona Municipal Corporation ("Lessor") (each a "Party" and collectively, the ("Parties"). WITNESSETH WHEREAS, concurrently herewith, Lessee and Lessor are entering into that certain Solar Energy Power Purchase Agreement, dated as of the date hereof (the "PPA"), pursuant to which Lessee has agreed to engineer, construct and install the System(s) and provide Lessor with the Solar Services Capitalized terms used herein but not defined herein (including in the recitals hereto) shall have the respective meanings ascribed thereto in the PPA, WHEREAS, in order to construct and install the System(s) and provide the Solar Services, Lessee requires access to certain property owned or leased by Lessor; WHEREAS, in connection with the foregoing, Lessee desires to lease a portion of the Premises from Lessor in order to install and operate the System in furtherance of Lessee's obligations under the PPA and Lessor is willing to grant such lease to Lessee, and NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Lessee and Lessor hereby agree as follows 1 Leased Premises and Related Rights. Lessor hereby leases to Lessee, in accordance with the terms and conditions hereinafter set forth, the real property as depicted and described in Exhibit A where the System(s) will be installed (the "Premises") Lessor hereby also grants to Lessee, for a period co-terminus with this Lease, a right-of-way to access the Premises across or through any surrounding or nearby premises owned or leased by Lessor, including any structures or fixtures appurtenant to the Premises, passage through which is necessary or convenient to install or gain access to the System(s)or the Premises 2 Rents Lessee shall pay Lessor one U S dollar ($1 00) on the Commercial Operation Date as and for rent of the Premises for the full term of this Lease 3. System Construction, Installation and Operation. (a) Lessor hereby consents to the construction of each System by Lessee on the Premises, including, without limitation, solar panels, mounting substrates or supports, wiring and connections, power inverters, service equipment, metering equipment and utility interconnections 56 (b) Lessee shall also have the right from time to time during the term hereof. (i) to install and operate the System(s) on the Premises, (ii) to maintain, clean, repair, replace and dispose of part or all of any System, (iii)to add or remove any System or any part thereof, (iv) to access the Premises with guests for promotional purposes during normal open hours and at other times as are acceptable to the Lessor in its reasonable business judgment, and (v) to perform (or cause to be performed) all tasks necessary or appropriate, as reasonably determined by Lessee, to carry out the activities set forth in this Section 3 (c) Lessor acknowledges that the installation of all or a portion of the System(s)will require installation to the ground and may require physically mounting and adhering the System(s) to the buildings, structures and fixtures appurtenant to the Premises and consents to such mounting or adhering, as applicable 4. Access to Premises. Lessor shall provide Lessee with access to the Premises as reasonably necessary to allow Lessee to install and maintain the System(s) as contemplated in the PPA, including ingress and egress rights to the Premises for Lessee and its employees, contractors and sub-contractors and access to solar panels and conduits to interconnect the System(s)with the Premises' electrical wiring Lessor shall use commercially reasonable efforts to provide sufficient space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during the furnishing, installation, testing, commissioning, deconstruction, disassembly, decomissioning and removal of each System and access for rigging and material handling Lessor shall provide Lessee a reasonable area for construction laydown Lessor and its authorized representatives shall at all times have access to and the right to observe the installation of the System, subject to compliance with Lessee's safety rules, but shall not interfere with the installation or handle any Lessee equipment or the System(s) without written authorization from Lessee In addition, Lessor shall grant Lessee access to the Premises as reasonably necessary to allow Lessee to operate and maintain the System, including ingress and egress rights to the Premises for Lessee and its employees, contractors and subcontractors and local electric utility personnel. Lessor shall provide necessary space for storing parts and supplies Lessee shall operate and maintain the System in a manner that minimizes inconvenience to and interference with Lessor and Lessor's guests' and customers' use of the Premises to the extent commercially practical. 5 System and Output Ownership (a) Lessor acknowledges and agrees that Lessee or one of its affiliates is the exclusive owner and operator of each System, that all equipment comprising the System shall remain the personal property of Lessee and shall not become fixtures, notwithstanding the manner in which the System is or may be attached to any real property of Lessor and Lessor shall have no right, title or interest in any System or any component thereof, notwithstanding that any such System may be physically mounted or adhered to the Premises or structures, buildings and fixtures on the Premises. (b) Lessor acknowledges that Lessee is the exclusive owner of electric energy generated by the System and owner of all Environmental Attributes attributable to the System 57 Without the express written consent of Lessee, Lessor shall not make or publish any public statement or notice regarding any Environmental Attribute of the System or the energy output from the System The System shall not be considered an electric public utility, an investor owned utility, a municipal utility, or a merchant power plant otherwise known as an exempt wholesale generator. 6 Representations and Warranties, Covenants of Lessor. (a) Authorization, Enforceability The execution and delivery by Lessor of, and the performance of its obligations under, this Lease have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Lessor(including any lease in respect of the Premises as to which Lessor is the tenant) or any valid order of any court, or regulatory agency or other body having authority to which Lessor is subject This Lease constitutes a legal and valid obligation of Lessor, enforceable against Lessor in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors' rights generally and general principles of equity whether such enforceability is considered in a proceeding in equity or at law. (b) Lessor's Title to Premises Lessor represents, warrants and covenants that Lessor has lawful title to (or a valid leasehold interest in) the Premises and that Lessee shall have quiet and peaceful possession of the Premises free from any claim of any entity or person of superior title thereto without hindrance to or interference with or molestation of Lessee's quiet enjoyment thereof, throughout the term of this Lease To the extent Lessor's interest in any of the Premises is a leasehold interest, Lessor have caused each landlord (each, a "Lessor's Landlord") of each such portion of the Premises to execute and deliver an amendment to the Lessor's lease agreement or such other documentation as is reasonably acceptable to Lessee pursuant to which such Lessor's Landlord shall acknowledge and agree that Lessee's rights in the Premises granted hereunder shall run with such Premises throughout the term of this Lease (or until otherwise terminated pursuant to Section 8), notwithstanding any sale, lease, transfer, assignment, mortgage, pledge or other alienation or encumbrance by such Lessor's Landlord of the Premises To the extent the Lessor is the fee simple owner of the Premises, Lessor shall not sell, lease, assign, mortgage, pledge or otherwise alienate or encumber the Premises unless Lessor shall have given Lessee at least 15 days' prior written notice thereof, which notice shall identify the transferee, the Premises to be so transferred and the proposed date of transfer Lessor agrees that this Lease and the right of way granted in Section 1 of this Lease shall run with the Premises and survive any transfer of any of the Premises In furtherance of the foregoing, Lessor agrees that it shall cause any purchaser, lessee, assignee, mortgagee, pledge or party to whom a lien has been granted to execute and deliver to Lessee a document pursuant to which such party acknowledges and consents to the Lessee's rights in the Premises as set forth herein including, without limitation, an acknowledgement by the transferee that it has no interest in the System(s) and shall not gain any interest in the System(s) by virtue of the Lessor's transfer (c) No Interference With and Protection of System Lessor will not conduct activities on, in or about the Premises, the Building or the Premises that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System Lessor shall take all reasonable steps to limit access to the Premises to Lessee and Lessee's employees, invitees, agents and representatives Lessor shall implement and maintain reasonable and appropriate security measures on the Premises to prevent Lessor's employees, invitees, agents and representatives, and other unrelated third-parties, from having access to the Premises or the System, and to prevent from occurring any theft, vandalism or other actions that have a 58 A•. IN b. reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System Lessor covenants that it will obtain a non-disturbance agreement ("NDA") from any third party who now has or may in the future obtain an interest in the Premises, including, without limitation, any lenders to Lessor, Lessor's Landlord or the owner of the Premises, which NDA shall (a) acknowledge and consent to Lessee's rights in the Premises, (b) acknowledge that the third party has no interest in the System(s) and shall not gain any interest in the System(s) by virtue of the Parties' performance or breach of this Lease and (c) subordinates any lien the third party may have in and to the System(s) and other property that is or may from time to time hereafter be located at the Premises. (d) Maintenance of Premises. Lessor shall keep areas of the Premises that are under its control neat, clean and in good order and condition. Lessor shall give Lessee prompt notice of any damage to or defective condition in any part or appurtenance of the Premises (including mechanical, electrical, plumbing, heating, ventilating, air conditioning and other equipment facilities and systems located within or serving the Premises). Lessor shall exercise reasonable care to keep and make the Premises safe and to warn those lawfully on the Premises of existing dangers. (e) Utilities Lessor shall provide Lessee with Station Power during the term of this Lease For purposes of this Lease "Station Power" shall mean electric energy consumed in the start-up and operation of the System, which is distinct from the alternating current output of the System (f) Insolation Lessor acknowledges and agrees that access to sunlight ("Insolation") is essential to the value to Lessee of the leasehold interest granted hereunder and is a material inducement to Lessee in entering into this Lease Accordingly, Lessor shall not permit any interference with insolation on and at the Premises Without limiting the foregoing, Lessor shall not construct or permit to be constructed any structure on the Premises that could adversely affect insolation levels, permit the growth of foliage that could adversely affect Insolation levels, or emit or permit the emission of suspended particulate matter, smoke, fog or steam or other air- borne impediments to Insolation. If Lessor becomes aware of any potential development or other activity on adjacent or nearby properties that could diminish the insolation to the Premises, Lessor shall advise Lessee of such information and reasonably cooperate with Lessee in measures to preserve existing levels of Insolation at the Premises Notwithstanding any other provision of this Lease, the Parties agree that (i) Lessee would be irreparably harmed by a breach of the provisions of this Section 6(f), (II) an award of damages would be inadequate to remedy such a breach, and (iii) Lessee shall be entitled to equitable relief, including specific performance, to compel compliance with the provisions of this Section 6(f) (g) Hazardous Materials There are no substances, chemicals or wastes, identified as hazardous, toxic or dangerous materials in any applicable law or regulation, present on, in or under the Premises in violation of any Applicable Law or regulation Lessor shall not Introduce or use any hazardous, toxic or dangerous materials on, in or under the Premises in violation of any applicable law or regulation If Lessor becomes aware of any such hazardous, toxic or dangerous materials, Lessor shall promptly notify Lessee of the type and location of such materials in writing Lessor agrees to assume full responsibility for (and protect, indemnify and defend Lessee against) any liability or cleanup obligations for any contamination or pollution or breach of environmental laws related to the Premises, unless directly attributable to the actions of Lessee. 59 ..... (h) Premises Conditions Lessor represents and warrants to Lessee that Lessor is unaware of any site conditions or construction requirements (a) that would materially increase the cost of installing the System at the planned locations on the Premises or would materially increase the cost of maintaining the System at the Premises over the cost that would be typical or customary for solar photovoltaic systems substantially similar to the System or (b) that would adversely affect the ability of the System as designed to produce electricity once installed. (I) Interconnection Point. Lessor represents and warrants to Lessee that there is a suitable electrical interconnection point of sufficient capacity to accommodate the System as designed located within 500 feet of each of the planned locations of the System on the Premises (1) Notice Each Party shall notify the other within twenty-four (24) hours following the discovery by it of any material malfunction of the System or interruption in the supply of electricity from the System Each Party shall designate and advise the other Party of personnel to be notified in the event of such an emergency Lessee shall correct, or cause to be corrected, the conditions that caused the emergency as soon as reasonably possible in light of the circumstances following the giving of notice to Lessee by Lessor or upon discovery of such emergency by Lessee 7. Representations and Warranties, Covenants of Lessee. (a) Authorization, Enforceability The execution and delivery by Lessee of, and the performance of its obligations under, this Lease have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Lessee or any valid order of any court, or regulatory agency or other body having authority to which Lessee is subject This Lease constitutes a legal and valid obligation of Lessee, enforceable against Lessee in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors' rights generally and general principles of equity whether such enforceability is considered in a proceeding in equity or at law (b) Hazardous Materials Lessee shall not introduce or use any hazardous, toxic or dangerous materials on, in or under the Premises in violation of any applicable law or regulation If Lessee becomes aware of any such hazardous, toxic or dangerous materials, Lessee shall promptly notify Lessor of the type and location of such materials in writing Lessee agrees to assume full responsibility for (and protect, indemnify and defend Lessor against) any liability or cleanup obligations for any contamination or pollution or breach of environmental laws related to the use of any hazardous, toxic or dangerous materials on, in or under the Premises that are directly attributable to the actions of Lessee (c) Regulatory Status Lessee represents and warrants that it is not subject to regulation as a "public service corporation," "utility" or similar term under Arizona utility laws prior to, on, or following operation of the System. 8 Term and Termination The term of this Lease shall commence on the date hereof and terminate on the date that is 180 days after the termination of the PPA In addition, if and to the extent that the PPA is terminated with respect to any site served by a System on any portion of the Premises, on the date of such partial termination of the PPA, this Lease shall terminate with respect to the portion of the Premises used to service the relevant site, but shall 60 /OW remain in full force and effect with respect to all other portions of the Premises until final termination as contemplated in the immediately previous sentence Lessee may terminate this Lease at Lessee's sole discretion at any time upon three months' written notice to Lessor In addition, Lessee may terminate this Lease effective upon provision of written notice to Lessor if, within 180 days of the date hereof, Lessee determines that a System cannot be installed and operated according to Lessee's investment criteria Within 180 days after any such termination, Lessee shall remove the System(s) In connection with such removal, Lessor shall continue to provide Lessee (and its affiliates and subcontractors) with access to the Premises without payment of further rent or consideration 9. Insurance. Each of Lessee and Lessor shall obtain and maintain the insurance coverages required under the PPA. 10. Taxes. Lessee shall pay all real estate or personal property taxes, possessory interest taxes, business or license tax, use or privilege taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, assessments, bonds, levies, fees or charges of any kind which are assessed, levied, charged, confirmed, or imposed by any public authority due to Lessee's occupancy and use of the Premises (or any portion or component thereof). Lessor shall pay all (i) real and personal property taxes relating to the real property on which the Premises is situated, (ii) inheritance or estate taxes imposed upon or assessed against the Premises, or any part thereof or interest therein, (iii) taxes computed upon the basis of the net income or payments derived from the Premises by Lessor or the owner of any interest therein, and (iv) taxes, fees, service payments, excises, assessments, bonds, levies, fees or charges of any kind which are adopted by any public authority after the date hereof 11. Liability and Indemnity. (a) Lessee Indemnity (i) General Indemnity Lessee shall indemnify, defend and hold harmless Lessor, its affiliates, officers, agents and employees (the "Lessor Indemnitees") from and against any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, arising out of (i) grossly negligent acts or omissions or willful misconduct of Lessee, its agents, officers, directors, employees or contractors, or (ii) the material breach by Lessee of any of its obligations, representations or warranties under this Lease The obligation to indemnify shall extend to and encompass all costs incurred by Lessor and any Lessor Indemnitee in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses Lessee's obligations pursuant to this Section 11(a) shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of Lessor, the Lessor or their respective contractors, successors or assigns, or to the acts of third parties Lessee shall pay any cost that may be incurred by Lessor or the Lessor Indemnitees in enforcing this indemnity, including reasonable attorney fees (ii) Environmental Indemnity. Lessee represents, warrants and covenants that Lessor shall have no liability for any past, present or future contamination or pollution, or breach of environmental laws (herein "Environmental Laws"), if any, located on or relating to the Premises, unless directly attributable to the actions of Lessor Lessee agrees to assume full responsibility for (and protect, indemnify, defend and hold harmless Lessor against) any liability or 61 IOW IMINk cleanup obligations for any environmental claims, unless directly attributable to the actions of Lessor Lessee represents, warrants and covenants that it shall not permit any lien, claim, right or other encumbrance to attach to the System and agrees to discharge any lien, claim, encumbrance or interest that attaches to the System (other than liens claims, encumbrances or interests placed on the System by Lessor or Lessor's creditors) (b) Lessor General Indemnity. (i) General Indemnity Lessor shall indemnify, defend and hold harmless Lessee, its affiliates, officers, agents and employees (the "Lessee Indemnitees") against any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of either Lessee or Lessor, or other loss or damage incurred by Lessee, arising out of (i) grossly negligent acts or omissions or willful misconduct of Lessor, its agents, officers, directors, employees or contractors, or (ii) the material breach by Lessor of any of its obligations, representations or warranties under this Lease The obligation to indemnify shall extend to and encompass all costs incurred by Lessee and any Lessee in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses Lessor's obligations pursuant to this Section I shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of Lessee, the Lessee or their respective contractors, successors or assigns, or the acts of third-parties Lessor shall pay any cost that may be incurred by Lessee or the Lessee in enforcing this indemnity, including reasonable attorney fees. (ii) Lessor Environmental Indemnity Lessor represents, warrants and covenants that Lessee shall have no liability for any past, present or future contamination or pollution, or breach of Environmental Laws, if any, located on or relating to the Premises, unless directly attributable to the actions of Lessee. Lessor agrees to assume full responsibility for (and protect, indemnify, defend and hold harmless Lessee against) any liability or cleanup obligations for any environmental claims, unless directly attributable to the actions of Lessee. Lessor represents, warrants and covenants that it shall not permit any lien, claim, right or other encumbrance to attach to the System and agrees to discharge any lien, claim, encumbrance or interest that attaches to the System (other than liens claims, encumbrances or interests placed on the System by Lessee or Lessee's creditors) 62 _ ... (c) No Consequential Damages Notwithstanding any provision in this Lease to the contrary, neither Lessee nor Lessor shall be liable to the other for incidental, consequential, special, punitive or indirect damages, including without limitation, loss of use, loss of profits, cost of capital or increased operating costs, arising out of this Lease whether by reason of contract, indemnity, strict liability, negligence, intentional conduct, breach of warranty or from breach of this Lease The foregoing provision shall not prohibit Lessee or Lessor from seeking and obtaining general contract damages for a breach of this Lease. (d) Waiver The express remedies and measures of damages provided for in this Lease shall be the sole and exclusive remedies for a party hereunder and all other remedies or damages at law or in equity are hereby waived 12. Casualty or Condemnation In the event the Premises shall be so damaged or destroyed so as to make the use of the Premises impractical as determined by Lessee, then either Lessee may elect to terminate this Lease on not less than twenty (20) days' prior notice to Lessor effective as of a date specified in such notice, and on the date so specified, this Lease shall expire as fully as if such date were the date set forth above for the expiration this Lease. If Lessee does not elect to terminate this Lease pursuant to the previous sentence, Lessor shall exercise commercially reasonable efforts to repair the damage to the Premises and return the Premises to its condition prior to such damage or destruction, and except that Lessor shall in no event be required to repair, replace or restore any property of Lessee comprising part of the System, which replacement or restoration shall be Lessee's responsibility In the event of an award related to eminent domain or condemnation of all or part of the Premises, each Party shall be entitled to take from such an award that portion as allowed by law for its respective property interest appropriated as well as any damages suffered thereby 13 Assignment (a) Neither party shall have the right to assign any of its rights, duties or obligations under this Lease without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed, provided, however, that Lessee may in its sole discretion assign any of its rights, duties or obligations under this Lease (i) to one or more of its affiliates, (ii) to one or more third parties in connection with a collateral assignment of rights, mortgage or pledge, (iii) to any present or future purchaser of the power generated by the System(s), (iv) to any person or entity succeeding to all or substantially all of the assets of Lessee, or (v) to a successor entity in a merger or acquisition transaction, and provided, further, that, any assignee from Lessor assumes in writing the obligations of Lessor hereunder (b) Any assignee of Lessee or Lessor agrees to assume the obligations of the assignor and such assignee shall bound by the terms of this Lease. 14. Reserved. 15 Defaults and Remedies. (a) Default If a Party (the "Defaulting Party") fails to perform its obligations hereunder(an "Event of Default"), then it shall not be in default hereunder unless it fails to cure such Event of Default within ten (10) Business Days for any monetary Event of Default or within sixty (60) days after receiving written notice from the other Party (the "Non-Defaulting Party") stating with particularity the nature and extent of such Event of Default and specifying the method of cure (a of Default"), provided, however, that if the nature or extent of the obligation or obligations is such that more than sixty (60) days are required, in the exercise of commercially reasonable diligence, for 63 performance of such obligation(s), then the Defaulting Party shall not be in default if it commences such performance within such sixty (60) day period and thereafter pursues the same to completion with commercially reasonable diligence As used herein "Business Day" means a calendar day excluding Saturdays, Sundays and United States and Arizona State holidays, provided, that in relation to any payment or funds transfer a "Business Day" means a day on which commercial banks are not required or permitted to be closed in the place where the relevant payor, pay or account, payee account and payee is located (b) Payment Under Protest The Defaulting Party may cure any monetary Event of Default by depositing the amount in controversy (not including claimed consequential, special, exemplary or punitive damages) in escrow with any reputable third party escrow, or by interpleading the same, which amount shall remain undistributed until final decision by a court of competent jurisdiction or upon agreement by the Parties No such deposit shall constitute a waiver of the Defaulting Party's right to institute legal action for recovery of such amounts (c) Remedies The Non-Defaulting Party shall have and shall be entitled to exercise any and all remedies available to it at law or in equity, including the right to terminate the Lease pursuant to applicable Law, all of which remedies shall be cumulative. Such remedies shall include the right in the Non-Defaulting Party to pay or perform any obligations of the Defaulting Party that have not been paid or performed as required hereunder, and to obtain (i) subrogation rights therefor and (ii) immediate reimbursement from the Defaulting Party for the actual, reasonable and verifiable out-of-pocket costs of such payment or performance Lease may be amended only in writing signed by Lessee and Lessor or their respective successors in interest 16. Notices. Any notice required or permitted to be given in writing under this Lease shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by facsimile (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 16) All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended, at its address set forth below. If to Lessor City of Apache Junction 300 E Superstition Blvd. Apache Junction, AZ, 85219 Attn City Manager Fax: (480)474-5129 If to Lessee Siemens Industry, Inc Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn• Darcy Otis—Branch Manager Fax. 18662893046 17. Waiver. The waiver by either party of any breach of any term, condition, or provision herein contained shall not be deemed to be a waiver of such term, condition, or provision, or any subsequent breach of the same, or any other term, condition, or provision contained herein 64 Ann 18 Remedies Cumulative No remedy herein conferred upon or reserved to Lessee or Lessor shall exclude any other remedy herein or by law provided, but each shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute 19. No Third Party Beneficiaries. This Lease is solely for the benefit of the Parties hereto and no right or cause of action shall accrue by reason hereof for the benefit of any third party not a party hereto, other than the Lessor Indemnities, the Lessee Indemnities and any secured parties 20 Headings The headings in this Lease are solely for convenience and ease of reference and shall have no effect in interpreting the meaning of any provision of this Lease. 21. Choice of Law. This Lease shall be construed in accordance with the laws of the State of Arizona (without regard to its conflict of laws principles). Venue for any litigation arising from this Lease shall only be proper in the Pinal County Superior Court or federal district court located in Phoenix, Arizona The Parties hereby waive any rights to request a change of venue, and waive their rights to a trial by jury to the extent permitted by law 22. Binding Effect. This Lease and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the parties hereto, together with their respective successors and permitted assigns 23 Counterparts This Lease may be executed in counterparts, which shall together constitute one and the same agreement Facsimile or "pdf signatures shall have the same effect as original signatures and each party consents to the admission in evidence of a facsimile or photocopy of this Lease in any court or arbitration proceedings between the parties 24 Entire Lease This Lease and the PPA represent the full and complete agreement between the parties hereto with respect to the subject matter contained herein and therein and supersede all prior written or oral agreements between said parties with respect to said subject matter In the event of any conflict between the provisions of this Lease and the provisions of the PPA, the provisions of the PPA shall govern and control. 25. Further Assurances. Upon the receipt of a written request from the other party, each Party shall execute such additional documents, instruments and assurances and take such additional actions as are reasonably necessary to carry out the terms and intent hereof. Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this section At the request of Lessee, Lessor agrees to execute and deliver in recordable form, a memorandum of this Lease for recording in the title records of the county where the Premises are located or other applicable government office 26 Estoppel Either Party hereto, without charge, at any time and from time to time, within five (5) business days after receipt of a written request by the other party hereto, shall deliver a written instrument, duly executed, certifying to such requesting party, or any other person, firm or corporation specified by such requesting party. (a) That this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification, (b) Whether or not to the knowledge of any such party there are then existing any 65 offsets or defenses in favor of such party against enforcement of any of the terms, covenants and conditions of this Lease and, if so, specifying the same and also whether or not to the knowledge of such party the other party has observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same, (c) The dates to which amounts due have been paid, and (d) Such other information as may be reasonably requested by a Party hereto Any written instrument given hereunder may be relied upon by the recipient of such instrument, except to the extent the recipient has actual knowledge of facts contained in the certificate 27. Conflict of Interest. This Lease is subject to Section 38-511, Arizona Revised Statutes. [signature page to follow] 66 IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written Lessor The City of Apache Junction, AZ By. Name Title Lessee: Siemens Industry, Inc , a Delaware Corporation By. Name. Title. 67 Site Lease Agreement EXHIBIT A Description of Premises The System will be constructed and operate within the property of the City of Apache Junction onthree locations • The City Hall Complex Parking Lot-300 E Superstition Blvd • ...Hn�—_•r.N.r . . fte • Jc 14' ems* C � ��+ s ` tiroo ri; . • ., f .y r ig 4,440 Alt, t�don$�"vd _ E Su pershtion Bivd • Parcel No 100-01-003A,Sec 16-T1N-8E,Pinal County,AZ • Site Address 300 E Superstition Blvd,Apache Junction,AZ 85119 • PV Solar System Size 300 96kW DC PV Solar System to be mstalled in the area shown by black circle Covered parking structures with Solar panels mounted on top • The northeast Library Parking Lot 1177 N Idaho vir*Pr.; _ a I . • Wit.,e i:' S rye' 3 falos tab, / • Parcel No 100-01-003A,Sec 16-TIN-8E,Pinal County,AZ • Site Address 1177 N Idaho Road,Apache Junction,AZ 85119 • PV Solar System Size.295 2 kW DC • PV Solar System to be installed in the area shown by black circle Covered parking structures with Solar panels mounted on top 68 ON /ilk • The Multi-Generational Center Parking Lot 1035 N Idaho Blvd iir ,..:' . lit: ' .. 4 _ `4..._ 4 # P6P &[ iLle .. .j •. . 4 . ,a _.....4"1►. o Parcel No 100-01-003A,Sec 16-T1N-8E,Pmal County,AZ o Site Address 1035 N.Idaho Road,Apache Junction,AZ 85119 o PV Solar System Size 161 28 kW DC o PV Solar System to be installed in the area shown by black circle Covered parkmg structures with Solar panels mounted on top 69 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT D SYSTEM DESCRIPTION 70 AIN CITY OF APACHE JUNCTION SOLAR ENERGY POWER PURCHASE AGREEMENT Exhibit D-System Description The System will consist of the following components to be installed on the Premises. 1 The System will have approximately 757 kW DC photovoltaic panels (pending final design) installed on the carport structures located in the parking lot areas near the City Hall Complex, the Library, and Multi-Generational Center 2 The System will have one (1) 250 kW and three(3) 135 kW Satcon PowerGate Plus Inverters (pending final design), and associated combiner boxes. 3. The System will have the capability to capture its operational data through the installation of three (3) revenue grade meters (pending final design) 71 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT E (FORM OF) CERTIFICATE OF COMMERCIAL OPERATION 72 SIEMENS Siemens Industry, Inc., Building Technologies Division CERTIFICATE OF COMMERCIAL OPERATION Solar Energy Power City of Apache Junction and Purchase Siemens Industry, Inc Agreement Agreement Date All terms undefined herein shall be defined as in the Solar Energy Power Purchase Agreement dated as of , 2012, by and between Siemens Industry, Inc and the City of Apache Junction On this day of , 20 the Seller hereby by certifies that (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Customer has obtained all necessary rights under the interconnection agreement for the interconnection and delivery of the Metered Output(as defined in the PPSA)to the Delivery Point, and (c)Seller is capable of making available Metered Output from the Project to the Delivery Point hereby establishing this date as the Commercial Operation Date Seller: Siemens Industry, Inc. Authorized Signature. Printed or Typed Name: Title. Acknowledged and Received Customer: City of Apache Junction Authorized Signature: Printed or Typed Name: Title: 73 SOLAR ENERGY POWER PURCHASE AGREEMENT THIS SOLAR POWER PURCHASE AGREEMENT (this "PPA" or "Agreement") is made and entered into as of this day of July, 2012 (the "Effective Date"), by and between Siemens Industry, Inc, a Delaware corporation, through its Building Technologies Division ("Seller") and the City of Apache Junction, an Arizona Municipal Corporation ("Customer") Seller and Customer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." WHEREAS, in order to effectuate the transactions contemplated hereby, Seller will sell to Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona ("SRP") all of the Energy Output and all of the Environmental Attributes from the System pursuant to that certain Power Purchase and Sale Agreement between SRP and Seller("PPSA") attached hereto as Exhibit A WHEREAS, Customer desires to purchase from SRP all of the Energy Output and therefore, SRP, Customer and Seller are entering into that certain SRP Commercial Solar Energy Program Supplement to Program Requirements ("SRP Supplement Agreement") (attached hereto as Exhibit B) and Customer and Seller are entering into this PPA to establish the terms and conditions under which Customer will receive and pay for all the Energy Output, to facilitate the transactions contemplated by such agreements. WHEREAS, concurrently herewith, Customer and Seller are entering that certain Site Lease Agreement (the "Site Lease") (attached hereto as Exhibit C) pursuant to which Seller agrees to lease a portion of Customer's premises located at (i) 300 E. Superstition Boulevard; (ii) 1177 N Idaho Road; and, (iii) 1035 N Idaho Road, Apache Junction, Anzona 85119 (the "Premises") as more particularly described in the Site Lease. WHEREAS, Seller intends to install and operate a solar energy facility (the "System") as more particularly defined in Exhibit D hereto. NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows. ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION 1 1 Defined Terms Capitalized terms used in this PPA shall have the meanings ascribed to them in the Schedule of Definitions and Rules of Interpretation attached hereto as Schedule 1 and made an integral part of this PPA by this reference. 1.2 Rules of Interpretation The rules of interpretation in the Schedule of Definitions and Rules of Interpretation shall apply to this PPA unless expressly provided otherwise ARTICLE II TERM 2.1 Term. The initial term of this PPA (the "Initial Term") shall commence on the Effective Date and shall be in effect until 00.00 hours Mountain Standard Time on the 20th anniversary of the Commercial Operation Date. The Term may be extended for additional periods by written agreement of the Parties executed no less than thirty (30) days pnor to the expiration of the then current Term (each such extension, an "Extension Term"), with each such Extension Term expiring at 00.00 hours Mountain Standard Time on the respective anniversary of the Commercial Operation Date, unless earlier terminated by either Party pursuant to Section 9.2. The Initial Term and each Extension Term may not be terminated by either Party, except as expressly set forth in this PPA 2.2 Conditions Precedent The respective nghts and obligations of the Parties under this PPA are expressly conditioned upon the satisfaction in full (or written waiver) of all of the following conditions. (a) Customer and Seller shall have entered into the Site Lease, (b) Seller and SRP shall have entered into the PPSA, (c) Seller, SRP and Customer have entered into the SRP Supplement Agreement, (d) If necessary for the sale of Energy Output pursuant to the terms of this PPA, Customer shall have entered into an interconnection agreement with the local electnc utility, (e) Seller shall have entered into all applicable contracts required for the System to be placed in service, (f) Seller shall have obtained all necessary permits, licenses and other approvals required by Applicable Law to install and operate the System; (g) Customer shall have obtained, and provided Seller with proof of, insurance required to be maintained by Customer pursuant to the terms of this PPA; (h) Customer shall have provided Seller with a legal opinion regarding matters customary for a transaction of this type, including regarding the enforceability of this PPA, the Site Lease, and the SRP Supplement Agreement in form and substance satisfactory to Seller; and (i) Seller is not and will not be subject to regulation as a "public service corporation," "utility" or similar term under Anzona utility laws prior to, on, or following operation of the System 2 If the conditions precedent above are not satisfied by February 1, 2013, Seller may terminate this PPA without penalty and without triggering the default provisions of Article 9 or incurnng any liability under this PPA whatsoever Alternatively, in the event that such conditions precedent are not satisfied by such date,the Parties may mutually agree to amend this PPA 2 3 Notice of Commercial Operation Seller shall notify Customer when the System is capable of Commercial Operation, and shall in such notice certify to Customer the Commercial Operation Date 2 4 Removal of System at End of Term Except as otherwise provided herein, Seller shall be entitled, within 180 days following the end of the Term, and at Seller's sole cost and expense, to remove the System from the Premises. Customer shall allow Seller and its agents, consultants, and representatives to have access at all reasonable times to the Premises and the System for purposes of such removal. The Seller is responsible to repair any and all damage caused by the removal of the System and shall otherwise restore the Premises to a condition reasonably acceptable to the Customer. The cost to the Seller for such restoration, however, shall not exceed Forty Thousand Dollars and No Cents ($40,000.00).- 2.5 As-Available Energy. The Parties acknowledge that the Energy Output delivered hereunder is delivered "as available" to Customer and Seller's failure to deliver Energy Output for any reason shall not give rise to any default, claim or damages by Customer hereunder. For further clarification, this PPA does not contain any guarantees by Seller of any level of Energy Output 2 6 Survival Effective as of any termination of this PPA, the Parties will no longer be bound by the terms and conditions of this PPA, except (a) to the extent necessary to enforce any rights and obligations of the Parties, including payment obligations, arising under this PPA prior to and upon termination of this PPA, (b) as provided in Article 13, and (c) that the obligations of the Parties under this PPA with respect to indemnification will survive the termination of this PPA (but only with respect to claims for indemnification based upon events or circumstances occurring or arising on or before the termination of this PPA) ARTICLE III PURCHASE AND SALE, DELIVERY, GOVERNMENTAL CHARGES 3.1 Purchase and Sale of Energy Commencing on the Commercial Operation Date and continuing throughout the remainder of the Imtial Term and any Extension Term, Seller shall make available to Customer through SRP, and Customer shall take delivery of and purchase, at the Delivery Point, all of the Energy Output, whether or not Customer is able to use such Energy Output. Customer is responsible for any Energy Output delivered by Seller at the Delivery Point that is in excess of the Energy Output required by Customer at the Premises. Neither Party shall seek to change any of the rates or terms of this PPA by making a filing or application with any local, state or federal agency with jurisdiction over such rates or terms or exercise any rights a Party may have, if any, to seek changes to such rates or terms during the Initial Term or any Extension Term of this PPA. 3 3.2 Pnce for Energy Output, Payment. Customer acknowledges that Seller will be paid by SRP for the Energy Output and that Customer shall pay SRP for Customer's receipt of the Energy Output pursuant to the SRP Supplement Agreement, as measured by the Project Metenng Device The payment for the Energy Output will be made by Customer pursuant to the SRP Supplement Agreement. 3 3 [reserved] 3 4 Payment for Curtailed Energy If Customer curtails or otherwise fails to accept Energy Output produced, or that would otherwise have been produced and delivered to the Delivery Point but for such curtailment or failure to accept, Customer shall pay to Seller at the rate that SRP would have paid Seller under the PPSA for all Energy Output that would have been produced and delivered to the Delivery Point but for Customer's curtailment or failure to accept 3 5 Title and Risk of Loss Title to and risk of loss of the Energy Output will pass from Seller to Customer at the Delivery Point Seller warrants that it will deliver the Energy Output to Customer at the Delivery Point free and clear of all liens, secunty interests, claims, and other encumbrances 3 6 Governmental Charges Customer shall be responsible for, and pay, all Governmental Charges imposed on the delivery and sale of Energy Output by Seller through SRP to Customer, whether imposed before, upon or after the delivery of Energy Output to Customer at the Delivery Point Both Parties shall use reasonable efforts to administer this PPA and implement its provisions so as to minimize Governmental Charges In the event any of the sales of Energy hereunder are to be exempted from or not subject to one or more Governmental Charges, promptly upon Seller's request therefore, Customer shall provide Seller with all necessary documentation to evidence such exemption or exclusion 3 7 Station Power Customer shall provide Seller, at no cost to Seller, with Station Power. 4 ARTICLE IV ENVIRONMENTAL ATTRIBUTES AND ENVIRONMENTAL FINANCIAL INCENTIVES 4 1 Environmental Attributes and Environmental Financial Incentives The Parties agree that Seller will transfer any applicable Environmental Attnbutes to SRP in accordance with the PPSA Customer shall take reasonable measures to assist Seller in obtaining all Environmental Attributes and Environmental Financial Incentives currently available or subsequently made available in connection with the System At Seller's request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Seller's, SRP's or its assignee's right, title and interest in and to the Environmental Attributes and the Environmental Financial Incentives, as applicable If the standards used to qualify the Environmental Attributes or Environmental Financial Incentives to which Seller is entitled under this Agreement are changed or modified, Customer shall, at Seller's request and expense, use reasonable efforts to cause the Environmental Attributes and/or Environmental Financial Incentives to comply with new standards as changed or modified If Customer acts in bad faith in completing documentation or taking actions reasonably requested by Seller, and such acts result in the loss of an Environmental Attribute or Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Seller for the full amount of such lost Environmental Attribute and/or Environmental Financial Incentive. Customer shall not knowingly take any action or suffer any omission that would have the effect of impairing the value to the Seller of the currently available Environmental Attributes and Environmental Financial Incentives. 4 2 Reporting of Ownership of Environmental Attributes and Environmental Financial Incentives Customer shall not report to any Person that any Environmental Attributes or Environmental Financial Incentives relating to the Energy Output belong to any Person other than Seller. 4.3 Capacity Rights. Notwithstanding the purchase and sale of Energy Output pursuant to Section 3 1, all Capacity Rights shall remain the property of Seller. Seller shall have all right, title and interest in and to any and all Capacity Rights that relate to the System during the Term ARTICLE V CONSTRUCTION AND INSTALLATION OF THE SYSTEM 5.1 Installation Subject to Section 5 2, Seller will cause the System to be designed, engineered, installed and constructed substantially in accordance with the terms of this PPA and the Site Lease Customer shall have the right to review all construction plans Seller shall procure all materials and equipment for the installation of the System and maintain the same at the Premises. Subject to the terms of the Site Lease and to the extent commercially practical, Seller shall perform the installation of the system in a manner that minimizes inconvenience to, and interference with, Customer Notwithstanding the foregoing, in the event that Seller determines in its sole discretion that it is unable to install or interconnect the System at the Premises, it shall be under no obligation to do so, and this PPA shall terminate and be of no 5 ON further force and effect upon written notice from Seller to Customer to that effect 5.2 Utility Approvals. Seller shall be responsible for and bear all costs associated with applying for and obtaining all permits, licenses and approvals required for the installation, operation, and maintenance of the System Notwithstanding the foregoing, Customer agrees to assist and cooperate with Seller in obtaining all necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including but not limited to the submission of applications for interconnection of the System with the local electnc utility, if any Customer shall not make any material changes to its electncal equipment at the Premises after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility or the local inspector fail to approve the interconnection of the System with respect to the Premises or require equipment in addition to the equipment set forth in Exhibit D in connection with the Premises, Seller may terminate this PPA immediately subsequent to notification from the local utility of such failure to approve or additional requirement without further liability to Seller. The Parties shall not be obligated to proceed with the installation of the System if the applicable utility or inspector approvals are conditioned upon matenal upgrades to the existing electncal infrastructure and neither Party elects to provide for such upgrades. 5.3 Energy Delivery. The Commercial Operation Date shall be the date that Seller has given written notice to Customer and SRP that the dehvenes of Energy Output have commenced, consistent with the definition of Commercial Operation Date in the PPSA. Notwithstanding anything to contrary, Seller shall not have any liability to Customer for delays to the Commercial Operation Date 5 4 Customer Cooperation and Responsibilities. Customer will cooperate with Seller and any third parties with whom Seller contracts by providing access to the Premises during working hours without unreasonable restrictions Customer shall cooperate with Seller in obtaining and maintaining all permits and licenses required for Commercial Operation as further described in Section 5 2 5 5 Hazardous Materials (a) The Customer shall disclose in wnting to Seller,pnor to the execution of the this PPA, all Hazardous Matenals present, potentially present, or likely to become present, at the Premises and Customer agrees to accomplish the Remediation of such, at its own cost and expense Except as disclosed in accordance with the foregoing, the Customer represents that there are no Hazardous Matenals at the Premises. Seller will notify the Customer immediately if it discovers or suspects the presence of any Hazardous Matenals at the Premises (b) In the event that any Hazardous Matenals are later discovered, the existence of such Hazardous Materials shall be deemed to constitute a change in the construction of the System equivalent to a matenal change in the PPA, which change must be agreed to by Seller and Seller may suspend further performance of its obligations hereunder until the Customer shall 6 have accomplished the Remediation at the Customer's sole cost and expense Even if an appropnate modification has been entered into pursuant to this section, Seller will continue to have the right to suspend construction and installation until the Premises is free from Hazardous Matenals. In such event, Seller will receive an equitable extension of time to complete its obligations, and additional compensation through separate invoice to Customer by Seller, considered extra services, for delays caused by Remediation Any suspension by Seller pursuant to this section shall not relieve the Customer of its obligations hereunder (c) The Customer warrants that it has provided to Seller a copy of all current jobsite safety policies, including but not limited to lock-out and tag procedures, laboratory procedures, chemical hygiene plan, material safety data sheets, and other items covered or required to be disclosed or maintained by federal, state, or local laws,regulations or ordinances. 5.6 Performance Assurance. If Seller at any time has reasonable grounds to believe that Customer's creditworthiness poses a material risk to its performance under this Agreement, Seller may by wntten notice to Customer require Customer to provide Performance Assurance in an amount specified by Seller within five(5) Business Days of such wntten notice. ARTICLE VI OWNERSHIP; MAINTENANCE OF SYSTEM 6 1 Ownership of System by Seller. Seller shall own the System, and shall be entitled to all ownership benefits of the System, including, without limitation, the right to own, claim and retain any and all Environmental Attributes and Environmental Financial Incentives Seller shall be entitled to file as a protective notice as to Seller's ownership of the System any reasonably necessary Uniform Commercial Code financing statements with such authorities and with any filing office as Seller may determine are reasonably necessary or advisable to protect Seller's interest in the System and/or this PPA Customer authorizes Seller to file (and Customer shall execute if requested by Seller) any Uniform Commercial Code financing statements (including any amendments thereto) or similar filings with such authorities and with any filing offices as Seller may determine are necessary or advisable to protect Seller's interest in the System and/or this PPA 6 2 Lease of Premises Pursuant to the terms and conditions of the Site Lease being entered into concurrently herewith, the Parties acknowledge and agree that Seller is leasing the portion of Premises upon which the System is located. 6 3 Maintenance of System by Seller Seller shall maintain the System in good condition and repair in accordance with applicable contractor, subcontractor and vendor warranties and guarantees and manufacturer's specifications, all Applicable Laws, and the applicable requirements of the insurance policies maintained by Customer (copies of which have been provided to Seller) with respect to the System, and the terms of this PPA. Seller and its agents, consultants, and representatives shall have access at all reasonable times (including under emergency conditions) to the Premises and the System, all System operations, and any documents, matenals and records and accounts relating thereto for purposes of inspection and maintenance of the System. Dunng any inspection or maintenance of the System, Seller, and 7 its agents, consultants and representatives shall comply with Customer's reasonable safety and secunty procedures, and Seller and its agents, consultants and representatives shall conduct such inspection and maintenance in such a manner as to cause minimum interference with Customer's activities 6 4 Expansion; Modification Seller may choose at any time to expand or modify the System including, among other reasons (none of which shall be prohibited by this PPA) adding solar power-generating equipment and or interconnection facilities and increasing the electrical capacity Such expansion or modification may require additional space at the Premises. Notwithstandmg the above, Seller shall not expand or modify the System (except as otherwise contemplated in this PPA) without Customer's consent, which shall not be unreasonably withheld. Customer shall consider in good faith any request by Seller to provide any additional space at no cost to Seller if required by Seller. ARTICLE VII METERING 7 1 Seller shall install separate and independent meters on the System that are reflected on the plans and will be monitored by the Seller Seller shall comply with metenng requirements of SRP to include installation of phone/data circuits to meet metering requirements Seller shall install metering equipment and data circuit for metenng by Customer to connect to Customer's energy information system All costs associated with installation of phone/data circuits and monthly fees are to be paid by Seller ARTICLE VIII LOSS, DAMAGE OR DESTRUCTION OF SYSTEM, INSURANCE, FORCE MAJEURE 8 1 System Loss. (a) Subject to Customer's obligation to indemnify Seller set forth in Section 11.1, Seller shall bear the nsk of any System Loss. (b) In the event of any System Loss that, in the reasonable judgment of Seller, results in less than total damage, destruction or loss of the System, this PPA will remain in full force and effect and Seller has the option, at Seller's absolute and sole discretion and sole cost and expense, to repair or replace the System as quickly as practicable. Seller shall be entitled to all proceeds of insurance with respect to the System. (c) In the event of any System Loss that, in the reasonable judgment of Seller, results in total damage, destruction or loss of the System, Seller shall, within forty-five (45) days following the occurrence of such System Loss, notify Customer whether Seller is willing, notwithstanding such System Loss, to repair or replace the System In the event that Seller notifies Customer that Seller is not willing to repair or replace the System, this PPA will terminate automatically effective upon the delivery of such notice, and Seller shall be entitled to all proceeds of insurance with respect to the System, provided, however, that proceeds paid on account of damage to the Premises shall be paid to Customer, and provided, further, that 8 there shall be no further liability to Seller 8 2 Insurance. (a) Each Party will, at its own cost and expense, maintain commercial general liability insurance with limits not less than $2,000,000 for injury to or death of one or more persons in any one occurrence and $1,000,000 for damage or destruction to property in any one occurrence. Each Party will name and endorse the other Party as an additional insured in each such policy For the avoidance of doubt, Seller's property insurance shall cover the System and Customer's property insurance shall cover the Premises upon which the System is located. (b) Customer will maintain worker's compensation and employer's liability insurance, including Stop Gap coverage, in compliance with Applicable Laws. The limits of employers' liability insurance shall not be less than $1,000,000 (c) Pnor to the Commercial Operation Date, Seller will maintain at its own expense property insurance written on a builder's "all-nsk" or equivalent policy form on a replacement cost basis without optional deductibles The policy form shall include without limitation, insurance against the penis of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and start-up, rebuilding and debns removal including demolition occasioned by enforcement of any applicable legal requirements If the insurance requires deductibles or retentions, Seller shall pay costs not covered because of such deductibles or retentions Such coverage shall be occurrence based Such coverage shall terminate on the Commercial Operation Date (d) d--a€ter the-Co m ercial- per-ation Date, C stomer shall p ,de and m ntain not less than the System Loss Amount, with loss payable to Seller The penod of indemnity shall not be less than twelve (12) months Each policy shall waive the insurer's right of subrogation, except that Customer's policy shall provide that in the event of casualty or loss at the Premises affecting the System, Seller's property insurer may proceed against the Customer's property insurer Any such policies of insurance shall expressly provide that said insurance as to Seller shall not be invalidated by any act, omission or neglect of Customer and cannot be canceled without at least fifteen (15) days pnor wntten notice to Seller As to each such policy, Customer shall furnish to Seller a certificate of insurance from the insurer, which certificate shall evidence the insurance coverage required by this Section 8.2. In the event that Customer a Party is, notwithstanding the use of its commercially reasonable efforts, unable to obtain the insurance required by this Section, Seller the other Party shall be entitled to obtain such insurance at Customer's the uninsured Party's cost and expense. In such event, the non-purchasing Party shall, promptly upon demand therefor from other Party, reimburse purchasing Party for the full cost and expense of any such insurance that is obtained by purchasing Party. Customer shall, ptl y , ., demand theref r fom Seller, reimburse Customer for insurance for all periods (com„utea o„ a „ro rat daily basis) f r 9 Ih,ch the System et, oration , o o f fve o n the egate (e) The provisions of this PPA shall not be construed so as to relieve any insurer of its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies. The liability of the Parties shall not be limited by insurance. 8 3 Performance Excused by Force Majeure To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party") gives notice and details of the Force Majeure to the other Party as soon as practicable (and in any event within five business days after the Force Majeure first prevents performance by the Claiming Party), then the Claiming Party will be excused from the performance of its obligations under this Agreement(other than the obligation to make payment then due or becoming due under this Agreement). The Claiming Party will use commercially reasonable efforts to eliminate or avoid the Force Majeure and resume performing its obligations under this Agreement,provided, however, that neither Party is required to settle any strikes, lockouts or similar disputes except on terms acceptable to such Party, in its sole discretion. The non-Claiming Party will not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure for so long as the claim of Force Majeure continues In case an event of Force Majeure continues for at least one year with respect to the System, then either Party may terminate this Agreement by wntten notice to the other Party. ARTICLE IX EVENTS OF DEFAULT, REMEDIES 9 1 Events of Default An "Event of Default" means, with respect to a Party (a "Defaulting Party"), the occurrence of any of the following (a) Customer's failure to make, when due, any payment required under this PPA for Energy Output delivered to the Delivery Point, and such remains unremedied for a penod of five (5) days from the due date thereof, (b) the failure to make, when due, any payment or Performance Assurance required under this PPA (other than as described in Section 9.1(a), if such failure is not remedied within twenty(20) days after written notice; (c) the failure to perform any material covenant or obligation set forth in this PPA (except to the extent constituting a separate Event of Default), if such failure is not remedied within thirty(30) days after receipt of written notice (or such longer penod not to exceed sixty (60) days, provided such failure is capable of being cured within such sixty (60) day period and the Defaulting Party is diligently attempting performance), (d) such Party becomes Bankrupt; 10 ON (e) such Party fails to provide or maintain in full force and effect any required insurance; (f) Lessor (as defined in the Site Lease), makes a Transfer (as defined in the Site Lease) without pnor written notice to Seller, such Lessor transferee does not agree to be bound by the terms of the Site Lease, or both, (g) default by Lessor (as defined in the Site Lease) under the Site Lease, which interferes with the System operation for more than thirty (30) days, and which shall be a Customer default, or (h)termination of the PPSA or the SRP Supplement Agreement, due to (a) Customer's default under the SRP Supplement Agreement, (b) Customer default specified in section 2.3 of the PPSA, or(c) termination or disconnection of a Customer account with SRP 9 2 Remedies for Event of Default. If at any time an Event of Default with respect to a Defaulting Party has occurred and is continuing (except as otherwise provided in Section 9 3), the other Party (the "Non-Defaulting Party") will, without limiting the rights or remedies available to the Non-Defaulting Party under this PPA or Applicable Law,have the nght. (a) bynotice to the DefaultingParty, to designate a date, not earlier than the date such notice is effective and not later than forty-five (45) days after the date such notice is effective, as an early termination date ("Early Termination Date") in respect of this PPA; (b)to withhold any payments due to the Defaulting Party under this PPA, and (c) to suspend performance due to the Defaulting Party under this PPA. In the event that the Non-Defaulting Party designates an Early Termination Date, this PPA will terminate as of the Early Termination Date 9.3 Customer Rights Upon Termination for Default In the event that Customer is the Non-Defaulting Party, and that Customer elects to terminate this PPA as provided in Section 9.2, Customer will be entitled, in its sole and absolute discretion, either to (a) require that Seller remove the System (or to remove and have stored the System at Seller's sole cost and expense if Seller fails to remove the System within forty-five (45) days after the Early Termination Date), or (b) exercise the Purchase Option provided in Section 12.1 9 4 Seller Rights Upon Termination for Default In the event that Seller is the Non- Defaulting Party, and that Seller elects to terminate this PPA as provided in Section 9.2, Seller will be entitled, in its sole and absolute discretion, to 11 (a) require that Customer pay the Default Termination Value calculated as set forth on Schedule 2 hereto; (b) continue to sell all electricity produced by the System directly or indirectly to persons other than Customer and recover from Customer any loss in expected revenues under this Agreement resulting from such sales, and in connection therewith, Customer shall continue to perform its obligations under the Site Lease, including permitting Seller to utilize the Delivery Point or arrange for an alternative delivery point with the Local Distribution Company, (c)remove the System, at Customer's sole cost and expense, and/or (d) exercise all other remedies at law or in equity 9 5 Remedies Cumulative Except as provided in Sections 9 3 and 9 4, the rights and remedies contained in this Article 9 are cumulative with the other rights and remedies available under this PPA or at law or in equity. 9 6 Unpaid Obligations. The Non-Defaulting Party shall be under no obligation to prioritize the order with respect to which it exercises anyone or more rights and remedies available under this PPA. Notwithstanding anything to the contrary herein, the Defaulting Party shall in all events remain liable to the Non-Defaulting Party for any amount payable by the Defaulting Party in respect of any of its obligations remaining outstanding after any such exercise of rights or remedies. 9.7 Suspension of PPSA. In the event that SRP suspends its obligations under the PPSA to purchase Metered Output and Environmental Attributes as a result of a Customer default, Customer shall pay to the Seller an amount equal to the expected number of kWh of Energy that would otherwise have been delivered under this Agreement plus payment for Environmental Attributes that SRP would otherwise have paid ARTICLE X REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS 10 1 Representations and Warranties. Each Party represents and warrants to the other Party that. (a) the execution, delivery and performance of this PPA and each other document executed and delivered in accordance with this PPA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (b) subject to all conditions precedent described herein, this PPA and each other document executed and delivered in accordance with this PPA constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any 12 bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies,the discretion of the applicable court; (c) it is acting for its own account, and has made its own independent decision to enter into this PPA and each other document executed and delivered in accordance with this PPA, and is not relying upon the advice or recommendations of the other Party in so doing; (d) it is capable of assessing the ments of and understanding, and understands and accepts, the terms, conditions and risks of this PPA and each other document executed and delivered in accordance with this PPA; (e) it understands that the other Party is not acting as a fiduciary for or an adviser to it or its Affiliates, and (f) the vanous charges and fees contained in this PPA and each other document executed and delivered in accordance with this PPA are the result of arms' length transactions 10 2 Customer Representation Regarding Premises. Customer further represents and warrants to Seller that. (a) its real property interest in the Premises is fully sufficient for the purposes of this PPA and each other document executed and delivered in accordance with this PPA; (b) to the best of its knowledge following due inquiry, there are no Hazardous Materials existing at the Premises that will require removal or abatement in order for Seller to install and/or maintain the System as identified herein, and, (c) Customer has reviewed the design of the System and, assuming proper installation without defects,has satisfied itself that the System will not damage the Premises (d) Customer agrees to be in full compliance with SRP's Rules and Regulations and will take no action that would cause termination or disconnection of SRP's Customer account with SRP 10 3 Acknowledgement Regarding Bankruptcy Code. The Parties acknowledge and agree that, for purposes of this PPA, (a) neither Seller nor Customer is a"utility" as such term is used in Section 366 of the Bankruptcy Code, and each Party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such Party is a debtor, and (b) this PPA constitutes a"forward contract" within the meaning of the Bankruptcy Code and agree that each Party is a "forward contract merchant" within the meaning of the Bankruptcy Code 10.4 Use of Energy. Customer represents and warrants that none of the electricity to be generated by the System will be used to generate energy for the purpose of heating a swimming pool 13 /'N 10.5 Acknowledgement Regarding Internal Revenue Code The Parties intend this PPA to be treated as a "service contract" within the meaning of Section 7701(e)(3) of the Internal Revenue Code. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System for purposes of Section 7701(e)(4)(A)(i) of the Internal Revenue Code, and the terms of this PPA shall be construed consistently with the intention of the Parties ARTICLE XI INDEMNITY; LIABILITY LIMITATIONS 111 Indemnity To the fullest extent permitted by law, each Party (the "Indemnitor") hereby indemnifies and agrees to defend and hold harmless the other Party (the "Indemnitee") from and against any and all Indemnity Claims, whether nor not involving a third-party claim, caused by, resulting from, relating to or arising out of(i) any breach of this PPA, the Site Lease or the SRP Supplement Agreement by the Indemnitor or any of its directors, officers, employees or agents or (ii) any negligence or intentional misconduct on the part of the Indemmtor or any of its directors, officers, employees or agents, provided, however, that the Indemmtor will not have any obligation to indemnify the Indemnitee from or against any Indemnity Claims to the extent caused by, resulting from, relating to or ansing out of the negligence or intentional misconduct of the Indemnitee or any of its directors, officers, employees or agents 11 2 Liability Limitations Notwithstanding anything to the contrary, in no event shall either Customer or Seller be liable to the other party for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits, even if either party has been advised of the possibility of such damages In any event, Seller's aggregate liability for any and all claims, losses, damages or expenses arising out of this PPA, the Site Lease or the SRP Supplement Agreement, or out of any goods or services furnished under this PPA, the Site Lease or the SRP Supplement Agreement, whether based in contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability, shall be limited to $4,000,000 ARTICLE XII SYSTEM PURCHASE AND SALE OPTIONS 12 1 Grant of Purchase Option; Exercise For and in consideration of the payments made by Customer under this PPA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Seller hereby grants Customer the nght and option to purchase all of Seller's right, title and interest in and to the System Assets upon the expiration of the Initial Term or the applicable Extension Term on the terms set forth in this PPA (the "Purchase Option") Customer shall have from between one hundred eighty (180) and ninety 90) days prior to the expiration of the Initial Term or then applicable Extension Term (the "Exercise Period") to exercise the Purchase Option. Customer must exercise the Purchase Option, if at all, by providing a notice (an "Exercise Notice") to Seller. Once Customer delivers an Exercise Notice to Seller, such exercise shall be irrevocable The purchase of the System Assets pursuant to such Purchase Option will, in such case, occur on 14 /I"‘ the day after the conclusion of the Initial Term or then applicable Extension Term (the "Transfer Date"), provided, however, that in the event an Independent Appraiser is used to determine the Purchase Pnce, the Transfer Date shall occur no later than forty-five (45) days following the date on which the Independent Appraiser issues the Final Determination The Purchase Pnce payable by Customer for the System Assets shall be equal to the higher of the Default Termination Value for the last contract year set forth in Schedule 2 or the fair market value as agreed between the Parties, or, if no agreement, as is determined by the Independent Appraiser in accordance with the terms of this Article XII (in either case, the fair market value shall be determined on an in place and in continued use basis in accordance with definitions and standards set forth by the Amencan Society of Appraisers). 12 2 Customer Request for Appraisal of System Value If(a) Customer and Seller are not able to agree on a Purchase Pnce before the end of the Exercise Penod, not later than seventy-five (75) days prior to the end of the Initial Term or any Extension Term, or(b) in the Event of Default with respect to Seller in the notice under Section 9.2, Customer may provide a notice to Seller requiring a determination of the Purchase Price (as defined below) in accordance with Section 12 4 12.3 Selection of Independent Appraiser Within thirty (30) days of Seller's receipt of a notice provided under Section 12 2, Seller and Customer shall mutually agree upon an Independent Appraiser. If Seller and Customer do not agree upon the appointment of an Independent Appraiser within such thirty (30) day period, then at the end of such thirty (30) day penod Seller and Customer shall notify each other in writing of their respective designation of three proposed Independent Appraisers Seller and Customer shall each within five (5) Business Days of receipt of such notice stnke two of the proposed Independent Appraisers designated by Seller and Customer, respectively, other and shall provide notice thereof to the other party The remaining two proposed Independent Appraisers shall, within two (2) Business Days of each party's notice, select one of themselves to perform the valuation and provide notice thereof to Seller and Customer, provided that if either Seller or Customer still objects to the valuation being performed by such selected Independent Appraiser, then, within two (2) Business Days of the selection notice, such two proposed Independent Appraisers shall select a third Independent Appraiser (who may be one of the Independent Appraisers onginally designated by the parties or another Independent Appraiser) and such third Independent Appraiser shall perform the duties of the Independent Appraiser as set forth herein Such selection shall be final and binding on Seller and Customer If no agreement is made as to the selection of an Independent Appraiser, either Party may apply for the judicial appointment of such Independent Appraiser 12.4 Determination of Purchase Price. The Independent Appraiser shall, within thirty (30) days of appointment, make a preliminary determination of the Purchase Pnce (the "Preliminary Determination") Upon making such Preliminary Determination, the Independent Appraiser shall provide such Preliminary Determination to Seller and Customer, together with all supporting documentation that details the calculation of the Preliminary Determination Seller and Customer shall have the nght to object to the Preliminary Determination within thirty (30) days of receiving such Preliminary Determination Within fifteen (15) days after the expiration of such thirty (30) day penod, the Independent Appraiser 15 shall issue the Independent Appraiser's final determination (the "Final Determmation") to Seller and Customer, which shall specifically address the objections received by the Independent Appraiser and whether such objections were taken into account in making the Final Determination. Except in the case of fraud or manifest error, the Final Determination of the Independent Appraiser shall be final and binding on the Parties. 12 5 Costs and Expenses of Independent Appraiser Seller and Customer shall each be responsible for payment of one half of the costs and expenses of the Independent Appraiser. 12.6 Terms of System Purchase. On the Transfer Date (a) Seller shall surrender and transfer to Customer all of Seller's right, title and interest in and to all System Assets and shall retain all liabilities ansing from or related to the System Assets pnor to the Transfer Date, (b) Customer shall pay the Purchase Pnce, by certified check, bank draft or wire transfer and shall assume all liabilities arising from or related to the System Assets from and after the Transfer Date, and (c) both Parties shall (i) execute and deliver a bill of sale and assignment of contract nghts containing such representations, warranties, covenants and other terms and conditions as are usual and customary for a sale of assets similar to the System, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System Assets in Customer, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System Assets to Customer ARTICLE XIII CONFIDENTIALITY; PRESS RELEASES 13.1 Confidentiality (a) Neither Party will use any Confidential Information for any purpose except such Party's performance under this PPA. Furthermore, neither Party will disclose any Confidential Information to any third party other than the Party's or the Party's Affiliates' officers, employees, lenders, prospective lenders, counsel, accountants or advisors (collectively, "Representatives"), who have a need to know such information and who have agreed to keep such terms confidential or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein, provided, however, that a Party may disclose Confidential Information in order to comply with the requirements of any Applicable Law or regulation or any exchange, control area or independent system operator rule, tanff or agreement or in connection with any judicial or regulatory proceeding or request by a governmental authonty, provided further, however, that each Party will use reasonable efforts to prevent or limit any such disclosure. (b) The obligations of the Parties under this Article will survive for a penod of two (2) years from and after the termination of this PPA ARTICLE XIV RESERVED 16 ON ON ARTICLE XV NOTICES 15 1 Notices All notices, requests, statements or payments ("Notices") will be made to the addresses and persons specified below All Notices will be made in writing except where this PPA expressly provides that notice may be made orally. Notices required to be in wnting will be delivered by hand delivery, overnight delivery, facsimile, or e-mail (so long as a copy of such e-mail notice is provided immediately thereafter in accordance with the requirements of this section by hand delivery, overnight delivery, or facsimile). Notice by facsimile will (where confirmation of successful transmission is received) be deemed to have been received on the day on which it was transmitted (unless transmitted after 5.00 p m at the place of receipt or on a day that is not a Business Day, in which case it will be deemed received on the next Business Day). Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. Notice bye-mail will be deemed to have been received when such e-mail is transmitted, so long as a copy of such e-mail notice is delivered immediately thereafter by hand delivery, overnight delivery, or facsimile When Notice is permitted to be provided orally, notice by telephone will be permitted and will be deemed to have been received at the time the call is received A Party may change its address by providing notice of the same in accordance with the provisions of this section Customer. City of Apache Junction 300 E Superstition Blvd Apache Junction, AZ, 85219 Attn City Manager Fax• (480) 474-5129 Seller Siemens Industry, Inc Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn. Darcy Otis—Branch Manager Fax (866)289-3046 ARTICLE XVI ASSIGNMENT; BINDING EFFECT 16 1 Assignment; Binding Effect The parties shall not, without the pnor wntten consent of the other, which consent will not be unreasonably withheld or delayed, assign, 17 pledge or transfer all or any part of, or any right or obligation under, this PPA, whether voluntarily or by operation of law, and any such assignment or transfer without such consent will be null and void Notwithstanding the foregoing, (a) changes in control of Seller shall not be deemed an assignment of this PPA, and (b) Seller shall be entitled to assign its rights and interests in this PPA for collateral purposes in connection with any equity or debt financing of Seller or Seller's Affiliates 16 2 Cooperation with Financing Customer acknowledges that Seller may be financing the acquisition of the System and Customer agrees that it shall cooperate with Seller and its financing parties in connection with such financing of the System, including (a) providing a written consent to assignment on customary terms, and (b) the furnishing of such information, the giving of such certificates, and providing such opinions of counsel and other matters as Seller and its financing parties may reasonably request 16 3 Assignment of Warranties or Supply Contracts In the event Customer exercises the Purchase Option pursuant to Article XII, Seller shall assign to Customer any then-existing warranties, and, at Customer's request, any equipment, maintenance, operations or supply contracts pertaining to the System or its operation 16.4 Sale and Assignment of System and PPA Notwithstanding anything to the contrary in this PPA, Customer acknowledges and agrees that Seller may sell, assign, transfer and convey Seller's right, title and interest in, under and to the System, this PPA, the Site Lease and the SRP Supplement Agreement to one of its Affiliates; provided, however that Seller shall remain liable to perform all of the obligations set forth thereunder, unless Seller is released by Customer ARTICLE XVII MISCELLANEOUS 17 1 Governing Law/Venue. This PPA will be governed by the laws of the State of Arizona without giving effect to principles of conflicts of laws Subject Venue for any litigation arising from this PPA shall only be proper in the Pinal County Superior Court or federal district court located in Phoenix, Arizona The Parties hereby waive any rights to request a change of venue, and waive their rights to a trial by jury to the extent permitted by law 17.2 Entire Agreement, Amendments This PPA (including the exhibits, any written schedules, supplements or amendments constitute the entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter hereof Any amendment, modification or change to this PPA will be void unless in writing and signed by both Parties. 17 3 Non-Waiver No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof Any waiver must be in a writing signed by the Party making such waiver. 18 17 4 Severability If any part, term, or provision of this PPA is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of this PPA, and shall not render this PPA unenforceable or invalid as a whole. Rather the part of this PPA that is found invalid or unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within the limits of Applicable Law or applicable court decisions, and the remainder of this PPA will remain in full force 17 5 No Third Party Beneficiaries. Nothing in this PPA will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind. 17 6 No Recourse to Affiliates This PPA is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party No Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director, officer or employee of the other Party for performance or non- performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought 17 7 Relationships of Parties This PPA shall not be interpreted to create an association, joint venture, or partnership between the Parties nor to impose any partnership obligation or liability upon either Party. 17.8 Attorneys' Fees. If any action, arbitration, judicial reference or other proceeding is instituted between the parties in connection with this PPA, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or proceeding (at trial and on appeal) and/or enforcing any judgment granted therein The prevailing party shall be determined by the trial of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party's major arguments or positions on major disputed issues 17 9 Counterparts This PPA may be executed in several counterparts, each of which is an original and all of which together constitute one and the same instrument A signature on a copy of this PPA received by either Party by facsimile is binding upon the other Party as an original Both Parties agree that a photocopy of such facsimile may also be treated by the Parties as a duplicate original 17 10 Further Assurances The Parties shall do such further acts, perform such further actions, execute and deliver such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the agreements and understandings contained herein and to carry out the intent and purposes of this PPA 19 PN 17 11 Construction of Agreement This PPA and any ambiguities or uncertainties contained herein shall be equally and fairly interpreted for the benefit of and against all parties to this PPA and shall further be construed and interpreted without reference to the identity of the party or parties prepanng this document, it being expressly understood and agreed that the parties hereto participated equally in the negotiation and preparation of this PPA or have had equal opportunity to do so Accordingly, the parties hereby waive the legal presumption that the language of the contract should be interpreted most strongly against the party who caused the uncertainty to exist The captions used herein are for convenience only and are not a part of this PPA and do not in any way limit or amplify the terms and provisions hereof. 17.12 Exhibits and Schedules. Any and all exhibits and schedules referenced herein and/or attached hereto are hereby incorporated into this PPA by reference 17.13 Conflict of Interest. This PPA is subject to Section 38-511,Arizona Revised Statutes (Signature Page to Follow) 20 IN WITNESS WHEREOF, the Parties have executed this PPA as of this day of July,2012. CUSTOMER City of Apache Junction By. Its. SELLER Siemens Industry, Inc By. Its 21 SCHEDULE 1 TO SOLAR ENERGY POWER PURCHASE AGREEMENT SCHEDULE OF DEFINITIONS AND RULES OF INTERPRETATION 1. Definitions The definitions provided below and elsewhere in this PPA will apply to the defined terms used in this PPA. "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermedianes, controls, or is controlled by, or is under common control with, such entity. "Agreement"or"PPA" shall have the meaning set forth in the Preamble to this PPA "Applicable Law" means, with respect to any governmental authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise,permit, authorization, guideline, governmental approval, consent or requirement of such governmental authonty, enforceable at law or in equity, along with the interpretation and administration thereof by any governmental authority "Bankrupt" means that a Party or other entity (as applicable). (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger), (u) becomes insolvent or is unable to pay its debts or fails (or admits in writing its inability) generally to pay its debts as they become due; (in) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor's rights, or a petition is presented for its winding-up, reorganization or liquidation, which proceeding or petition is not dismissed, stayed or vacated within 30 days thereafter; (v) commences a voluntary proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights; (vi) seeks or consents to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii)has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets; (viii) causes or is subject to any event with respect to it which, under the Applicable Laws of any junsdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) inclusive, or(ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts "Bankruptcy Code"means the United States Bankruptcy Code. "Business Day" means any day except a Friday, Saturday, Sunday, or a Federal Reserve Bank holiday until the Customer's July 2012 policy requinng a "4-10s" schedule is changed or rescinded, in which case Business Day shall include Friday 22 "Capacity Rights"means rights to capacity associated with the electric generating capability of the System "Claiming Party"has the meaning ascribed to such term in Section 8 3 "Commercial Operation" means that the System is ready for regular, daily operation, has been connected to the Premises electncal system, and is capable of producing Energy Output "Commercial Operation Date"means the date that Seller provides notice to SRP and Customer that the following requirements have been satisfied. (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Seller has obtained all necessary nghts under the interconnection agreement for the interconnection and delivery of the Metered Output (as defined in the PPSA) to the Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Delivery Point, as certified in writing by Seller to Customer substantially in the form of Exhibit E. "Confidential Information" means any non-public confidential or propnetary information of a Party or its Affiliates or any of its or their Representatives relating to this PPA and the System and revealed to the other Party or its Affiliates or any of its or their Representatives dunng the Term. "Contract Year" means the consecutive 12 months period commencing on the Commercial Operation Date. "Costs" means any fees, expenses and/or obligations incurred by either Party in connection with this PPA or breach thereof by the other Party. "Customer" shall have the meaning set forth in the Preamble to this PPA "Default Termination Value"means the applicable value set forth in Schedule 2 "Defaulting Party" shall have the meaning ascribed to such term in Section 9 1. "Delivery Point"means the point where the Energy Output is delivered under this PPA, which shall be the point where the Energy Output meets the SRP Metenng Device "Early Termination Date" shall have the meaning ascribed to such term in Section 9.2. "Effective Date" shall have the meaning set forth in the Preamble to this PPA "Energy" means electric energy (three-phase, 60-cycle alternating current, expressed in kilowatt hours. 23 01 "Energy Output" means the amount of Energy generated by the System delivered to Customer at the Delivery Point, as metered in whole kilowatt-hours (kWh) by the Project Metering Device The Energy Output delivered to Customer at the Delivery Point shall be deemed to be equal to the energy measured at the Project Metering Device "Environmental Attributes"means any and all presently existing or future benefits, emissions reductions, environmental air quality credits, emissions reduction credits,renewable energy credits, offsets and allowances, attributable to the Project during the Term, or otherwise attributable to the generation,purchase, sale or use of Metered Output from or by the Project during the Term,howsoever entitled or named, resulting from the avoidance,reduction, displacement or offset of the emission of any gas, chemical or other substance, including any of the same arising out of presently existing or future legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or implementing the United Nations Framework Convention on Climate Change ("UNFCCC")or the Kyoto Protocol to the UNFCCC or crediting"early action" emissions reduction, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency, or any successor state or federal agency given jurisdiction over a program involving transferability of Environmental Attributes, and any right of a purchaser of renewable energy to report ownership of accumulated renewable energy certificates to any agency, authority or other party in compliance with applicable law and include rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program Notwithstanding any other provision hereof, Environmental Attributes do not include. (a) any investment tax credits and any other tax credits associated with the Project, (b) state, federal or private grants or other benefits related to the Project, or(c) Metered Output(as defined in the PPSA) "Environmental Financial Incentives" shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future. (i) performance-based incentives, rebates and any other incentive programs offered by State of Arizona's any municipality's, any utility's or any other state's solar program or initiative„ including, without limitation, tax credits (including investment tax credits arising under the Internal Revenue Code), other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, "incentives"), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System during the Term; and (ii) all reporting rights with respect to such incentives. "Event of Default"shall have the meaning ascribed to such term in Section 9 1 "Exercise Notice" shall have the meaning ascribed to such term in Section 12.1 "Exercise Period" shall have the meaning ascribed to such term in Section 12 1 24 "Extension Term'" shall have the meaning ascribed to such term in Section 2.1. "Federal Energy Regulatory Commission" shall mean the United States Federal Energy Regulatory Commission, or any successor agency. "Final Determination" shall have the meaning ascnbed to such term in Section 12.4. "Force Majeure"means an event or circumstance which prevents one Party from performing its obligations,which event or circumstance was not anticipated as of the date the transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which,by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. So long as the requirements of the preceding sentence are met, a"Force Majeure" event may include, but shall not be limited to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, terronsm,not, sabotage or destruction by a third party(other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement, action or inaction of governmental authonty and strikes, walkouts, lockouts or similar industrial or labor actions or disputes;provided,however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred "Governmental Charges" means all applicable federal, state and local taxes (other than taxes based on income or net worth), governmental charges, emission allowance costs, duties, tariffs, levies, licenses, fees, permits, assessments, adders or surcharges (including public purposes charges and low income bill payment assistance charges), imposed or authonzed by a governmental authonty, independent system operator, utility, transmission and distribution provider or other similar entity, on or with respect to the Energy or this PPA "Hazardous Materials" means asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the regulations promulgated thereunder, or other applicable federal, state or local law "Indemnitee"has the meaning ascribed to such term in Section 11 1 "Indemmtor"has the meaning ascribed to such term in Section 11.1. "Indemnity Claims" means all losses, liabilities, damages, costs, expenses and attorneys' fees, whether incurred by settlement or otherwise "Independent Appraiser" means an individual who is a member of a national accounting, engineenng or energy consulting firm qualified by education, experience and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the System Except as may be otherwise agreed by the Parties, the 25 Independent Appraiser shall not be (or within three years before his appointment have been) a director, officer or an, employee of, or directly or indirectly retained as consultant or adviser to, Seller or any Affiliate of Seller or Customer "Initial Term"has the meaning ascribed to such term in Section 2.1. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute "Late Payment Interest Rate"means, for any date, the lesser of(i) One and three tenths percent (1 3%) and (ii) the maximum rate permitted by Applicable Law "Local Distribution Company"means Salt River Project Agncultural Improvement and Power District,the owner of the local electric distribution system that serves the Premises "Non-Defaulting Party" shall have the meaning ascribed to such term in Section 9 2 "Notices" shall have the meaning ascribed to such term in Section 15.1. "Party" or"Parties" shall have the meaning set forth in the Preamble to this PPA "Performance Assurance"means collateral in form and substance reasonably acceptable to the requesting Party, including but not limited to cash,bank letter of credit, or other security "Person" means an individual, general or limited partnership, corporation, municipal corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authonty, limited liability company, or any other entity of whatever nature. "Preliminary Determination" shall have the meaning ascribed to such term in Section 12 4 "Premises" shall have the meaning set forth in the third WHEREAS clause of this PPA "Project Metering Device" means any and all meters located immediately before the Delivery Point on the Seller's side of the Utility Metering Device needed for the registration, recording and transmission of information regarding the Energy Output "Purchase Option"has the meaning ascribed to such term in Section 12 1 "Purchase Price" means the amount to be paid by the Customer in accordance with the provisions of Article XII "Remediation" means the testing and abating, encapsulating, removing, remedying or neutralizing of Hazardous Materials "Representatives" shall have the meaning ascribed to such term in Section 13 1(a) 26 "Schedule of Definitions and Rules of Interpretation" shall have the meaning ascribed to such term in Section 1 1 "Seller" shall have the meaning set forth in the Preamble to this PPA. "Site Lease" means the Site Lease Agreement dated concurrently herewith by and between the Parties Station Power"means electric energy consumed in the start-up and operation of the System, which is distinct from the alternating current output of the System "System" means the solar electric generating facility that produces the Energy Output sold and purchased under this PPA. The System is more particular described in Exhibit D "System Assets" means each and all of the assets of which the System is comprised, including Seller's solar energy panels, mounting systems, inverters, integrators and other related equipment installed on the Premises, electric lines required to connect such equipment to the Delivery Point, protective and associated equipment, improvements, and other tangible and intangible assets, permits, property rights and contract rights reasonably necessary for the construction, operation, and maintenance of the System. "System Loss" means loss, theft, damage or destruction of the System or System Assets, or any other occurrence or event that prevents or limits the System from operating in whole or in part, resulting from or arising out of any cause (including casualty, condemnation or Force Majeure) other than (i) Seller's negligence or intentional misconduct, (ii) Seller's breach of maintenance obligations under the PPA,or(iii)normal wear and tear of the System "System Loss Amount" means an amount, calculated at any time to be at least equal to the then applicable Default Termination Value "Term"means the Initial Term and any Extension Term "Transaction" means any transaction between the Parties under the terms of the PPA or the Site Lease or any other agreements, instruments, or undertakings between the Parties. "Transfer Date" shall have the meaning ascribed to such term in Section 12 1 "USD"means United States Dollars 2 Rules of Interpretation In this PPA, unless expressly provided otherwise. (a) the words "herein," "hereunder" and "hereof' refer to the provisions of this PPA and a reference to a recital, Article, Section, subsection or paragraph of this PPA or j any other agreement is a reference to a recital, Article, Section, subsection or paragraph of this PPA or other agreement in which it is used unless otherwise 27 deurik stated, (b) references to this PPA, or any other agreement or instrument, includes any schedule, exhibit, annex or other attachment hereto or thereto, and references to this PPA, (c) a reference to a paragraph also refers to the subsection in which it is contained, and a reference to a subsection refers to the Section in which it is contained, (d) a reference to this PPA, any other agreement or an instrument or any provision of any of them includes any amendment, variation, restatement or replacement of this PPA or such other agreement, instrument or provision, as the case may be; (e) a reference to a statute or other law or a provision of any of them includes all regulations, rules, subordinate legislation and other instruments issued or promulgated thereunder as in effect from time to time and all consolidations, amendments, re-enactments, extensions or replacements of such statute, law or provision; (f) the singular includes the plural and vice versa, (g) a reference to a Person includes a reference to the Person's executors and administrators (in the case of a natural person) and successors, substitutes (including Persons taking by novation) and permitted assigns, (h) words of any gender shall include the corresponding words of the other gender; (i) "including" means "including, but not limited to," and other forms of the verb "to include"are to be interpreted similarly; (1) references to "or" shall be deemed to be disjunctive but not necessarily exclusive, (i e , unless the context dictates otherwise, "or" shall be interpreted to mean "and/or" rather than"either/or"), (k) where a period of time is specified to run from or after a given day or the day of an act or event, it is to be calculated exclusive of such day, and where a period of time is specified as commencing on a given day or the day of an act or event, it is to be calculated inclusive of such day, (1) a reference to a Business Day is a reference to a period of time commencing at 9.00 a m local time on a Business Day and ending at 5.00 p m local time on the same Business Day, (m)if the time for performing an obligation under this PPA expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day, 28 (n) a reference to (i) a month is a reference to a calendar month and (ii) a year is a reference to a calendar year; (o) where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; (p) a reference to time is a reference to the time in effect in [Insert City, State] on the relevant date; (q) if a payment prescribed under this PPA to be made by a Party on or by a given Business Day is made after 2.00 pm on such Business Day, it is taken to be made on the next Business Day, and (r) if any index used in this PPA at any time becomes unavailable, whether as a result of such index no longer being published or the material alteration of the basis for calculating such index, then Seller and Customer shall agree upon a substitute index that most closely approximates the unavailable index as in effect prior to such unavailability If the base date of any such index is at any time reset, then the change to the index resulting therefrom shall be adjusted accordingly for purposes of this PPA 29 i•11. i SCHEDULE 2 TO SOLAR ENERGY POWER PURCHASE AGREEMENT Default termination value per 9.4(a) Penod Termination From the Value Commercial Operation Date Month 1 $ 3,745,241 Month 2 $ 3,757,488 Month 3 $ 3,768,272 Month 4 $ 3,777,449 Month 5 $ 3,785,152 Month 6 $ 3,792,847 Month 7 $ 3,798,915 Month 8 $ 3,803,498 Month 9 $ 3,808,056 Month 10 $ 3,810,967 Month 11 $ 3,812,381 Month 12 $ 3,565,969 Month 13 $ 3,567,093 Month 14 $ 3,568,047 Month 15 $ 3,568,809 Month 16 $ 3,569,398 Month 17 $ 3,569,792 Month 18 $ 3,570,142 Month 19 $ 3,570,316 Month 20 $ 3,570,294 Month 21 $ 3,570,225 Month 22 $ 3,569,978 Month 23 $ 3,569,534 Month 24 $ 3,321,255 Month 25 $ 3,320,495 Month 26 $ 3,319,642 Month 27 $ 3,318,668 Month 28 $ 3,317,599 Month 29 $ 3,316,408 Month 30 $ 3,315,163 30 Month 31 $ 3,313,821 Month 32 $ 3,312,356 Month 33 $ 3,310,835 Month 34 $ 3,309,216 Month 35 $ 3,307,473 Month 36 $ 3,057,887 Month 37 $ 3,055,807 Month 38 $ 3,053,679 Month 39 $ 3,051,472 Month 40 $ 3,049,216 Month 41 $ 3,046,880 Month 42 $ 3,044,483 Month 43 $ 3,042,036 Month 44 $ 3,039,509 Month 45 $ 3,036,919 Month 46 $ 3,034,279 Month 47 $ 3,031,557 Month 48 $ 2,780,986 Month 49 $ 2,777,909 Month 50 $ 2,774,780 Month 51 $ 2,771,566 Month 52 $ 2,768,298 Month 53 $ 2,764,947 Month 54 $ 2,761,528 Month 55 $ 2,758,054 Month 56 $ 2,754,495 Month 57 $ 2,750,868 Month 58 $ 2,747,185 Month 59 $ 2,743,416 Month 60 $ 2,491,792 Month 61 $ 2,487,649 Month 62 $ 2,483,487 Month 63 $ 2,479,273 Month 64 $ 2,475,038 Month 65 $ 2,470,751 Month 66 $ 2,466,391 Month 67 $ 2,462,011 Month 68 $ 2,457,578 31 /1% ^ Month 69 $ 2,453,071 Month 70 $ 2,448,542 Month 71 $ 2,443,960 Month 72 $ 2,439,303 Month 73 $ 2,434,330 Month 74 $ 2,429,374 Month 75 $ 2,424,397 Month 76 $ 2,419,436 Month 77 $ 2,414,454 Month 78 $ 2,409,396 Month 79 $ 2,404,353 Month 80 $ 2,399,289 Month 81 $ 2,394,148 Month 82 $ 2,389,022 Month 83 $ 2,383,875 Month 84 $ 2,378,650 Month 85 $ 2,373,098 Month 86 $ 2,367,560 Month 87 $ 2,361,998 Month 88 $ 2,356,450 Month 89 $ 2,350,879 Month 90 $ 2,345,228 Month 91 $ 2,339,589 Month 92 $ 2,333,927 Month 93 $ 2,328,184 Month 94 $ 2,322,453 Month 95 $ 2,316,698 Month 96 $ 2,310,862 Month 97 $ 2,304,687 Month 98 $ 2,298,524 Month 99 $ 2,292,334 Month 100 $ 2,286,155 Month 101 $ 2,279,950 Month 102 $ 2,273,661 Month 103 $ 2,267,382 Month 104 $ 2,261,076 Month 105 $ 2,254,686 Month 106 $ 2,248,304 32 Month 107 $ 2,241,897 Month 108 $ 2,235,403 Month 109 $ 2,228,560 Month 110 $ 2,221,724 Month 111 $ 2,214,860 Month 112 $ 2,208,003 Month 113 $ 2,201,118 Month 114 $ 2,194,144 Month 115 $ 2,187,177 Month 116 $ 2,180,180 Month 117 $ 2,173,094 Month 118 $ 2,166,014 Month 119 $ 2,158,905 Month 120 $ 2,151,706 Month 121 $ 2,144,145 Month 122 $ 2,136,587 Month 123 $ 2,128,999 Month 124 $ 2,121,414 Month 125 $ 2,113,798 Month 126 $ 2,106,088 Month 127 $ 2,098,381 Month 128 $ 2,090,643 Month 129 $ 2,082,810 Month 130 $ 2,074,979 Month 131 $ 2,067,117 Month 132 $ 2,059,160 Month 133 $ 2,050,828 Month 134 $ 2,042,496 Month 135 $ 2,034,130 Month 136 $ 2,025,763 Month 137 $ 2,017,363 Month 138 $ 2,008,864 Month 139 $ 2,000,363 Month 140 $ 1,991,828 Month 141 $ 1,983,194 Month 142 $ 1,974,558 Month 143 $ 1,965,887 Month 144 $ 1,957,116 33 Month 145 $ 1,947,957 Month 146 $ 1,938,794 Month 147 $ 1,929,594 Month 148 $ 1,920,389 Month 149 $ 1,911,147 Month 150 $ 1,901,802 Month 151 $ 1,892,450 Month 152 $ 1,883,061 Month 153 $ 1,873,567 Month 154 $ 1,864,066 Month 155 $ 1,854,528 Month 156 $ 1,844,884 Month 157 $ 1,834,839 Month 158 $ 1,824,785 Month 159 $ 1,814,691 Month 160 $ 1,804,587 Month 161 $ 1,794,442 Month 162 $ 1,784,189 Month 163 $ 1,773,924 Month 164 $ 1,763,619 Month 165 $ 1,753,203 Month 166 $ 1,742,776 Month 167 $ 1,732,307 Month 168 $ 1,721,727 Month 169 $ 1,710,733 Month 170 $ 1,699,724 Month 171 $ 1,688,671 Month 172 $ 1,677,603 Month 173 $ 1,666,491 Month 174 $ 1,655,265 Month 175 $ 1,644,022 Month 176 $ 1,632,734 Month 177 $ 1,621,331 Month 178 $ 1,609,910 Month 179 $ 1,598,444 Month 180 $ 1,586,861 Month 181 $ 1,574,849 Month 182 $ 1,562,817 34 /0%, Month 183 $ 1,550,737 Month 184 $ 1,538,637 Month 185 $ 1,526,488 Month 186 $ 1,514,219 Month 187 $ 1,501,928 Month 188 S 1,489,588 Month 189 $ 1,477,126 Month 190 S 1,464,641 Month 191 $ 1,452,107 Month 192 $ 1,439,449 Month 193 $ 1,426,347 Month 194 $ 1,413,219 Month 195 $ 1,400,039 Month 196 $ 1,386,833 Month 197 $ 1,373,575 Month 198 $ 1,360,188 Month 199 $ 1,346,774 Month 200 $ 1,333,308 Month 201 $ 1,319,712 Month 202 $ 1,306,087 Month 203 $ 1,292,408 Month 204 $ 1,278,600 Month 205 $ 1,264,330 Month 206 $ 1,250,029 Month 207 $ 1,235,671 Month 208 $ 1,221,281 Month 209 $ 1,206,834 Month 210 $ 1,192,252 Month 211 $ 1,177,636 Month 212 $ 1,162,963 Month 213 $ 1,148,153 Month 214 $ 1,133,308 Month 215 $ 1,118,404 Month 216 $ 1,103,363 Month 217 $ 1,087,845 Month 218 $ 1,072,288 Month 219 $ 1,056,670 Month 220 $ 1,041,012 35 ON Month 221 $ 1,025,293 Month 222 $ 1,009,431 Month 223 $ 993,529 Month 224 $ 977,564 Month 225 $ 961,454 Month 226 $ 945,303 Month 227 $ 929,088 Month 228 $ 912,728 Month 229 $ 895,873 Month 230 $ 878,972 Month 231 $ 862,006 Month 232 $ 844,992 Month 233 $ 827,912 Month 234 $ 810,681 Month 235 $ 793,401 Month 236 $ 776,054 Month 237 $ 758,555 Month 238 $ 741,005 Month 239 $ 723,387 Month 240 $ 705,616 36 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT A POWER PURCHASE AND SALE AGREEMENT Between SIEMENS INDUSTRY, INC. and SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT 37 POWER PURCHASE AND SALE AGREEMENT This POWER PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 20_ (the "Effective Date"), by and between Siemens Industry, Inc., a Delaware corporation through its Building Technologies Division ("Seller"), and Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona ("SRP"). Seller and SRP are sometimes referred to in this Agreement individually as a"Party" and collectively as the "Parties." RECITALS WHEREAS, Seller intends to develop, design, construct, own and operate a solar- powered electrical generation facility for the benefit of the City of Apache Junction, Arizona ("Customer") located on Customer's premises at 300 E Superstition Boulevard, Apache Junction,Arizona, with a nameplate capacity of 757 665 kW DC (the "Project"), WHEREAS, Seller has entered into an agreement (the "Project Agreement") pursuant to which Seller has agreed to sell through SRP and Customer has agreed to purchase through SRP all of the energy generated by the Project; and WHEREAS, to facilitate the transaction contemplated by the Project Agreement, SRP has agreed to purchase all Metered Output from the Project and the Environmental Attnbutes related to the generation of such Metered Output and to resell the Metered Output to Customer, all on the terms and conditions set forth in this Agreement AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following. ARTICLE I DEFINITIONS 1 1 Definitions As used in this Agreement, the following terms, when initially capitalized, shall have the meanings specified in this Section 1.1 "Commercial Operation Date" means the date that Seller provides notice to SRP that the following requirements have been satisfied. (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Seller has obtained all necessary rights under the interconnection agreement for the interconnection and delivery of the Metered Output to the Metered Output Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Metered Output Delivery Point. "Environmental Attributes" means any and all presently existing or future benefits, emissions reductions, environmental air quality credits, emissions reduction credits,renewable energy credits, offsets and allowances, attributable to the Project during the Term, or otherwise 38 /'t attributable to the generation, purchase, sale or use of Metered Output from or by the Project during the Term, howsoever entitled or named, resulting from the avoidance, reduction, displacement or offset of the emission of any gas, chemical or other substance, including any of the same arising out of presently existing or future legislation or regulation concerned with oxides of nitrogen, sulfur or carbon, with particulate matter, soot or mercury, or implementing the United Nations Framework Convention on Climate Change ("UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early action" emissions reduction, or laws or regulations involving or administered by the Clean Air Markets Division of the Environmental Protection Agency, or any successor state or federal agency given jurisdiction over a program involving transferability of Environmental Attributes, and any right of a purchaser of renewable energy to report ownership of accumulated renewable energy certificates to any agency, authority or other party in compliance with applicable law and include rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program Notwithstanding any other provision hereof, Environmental Attributes do not include. (a) any investment tax credits and any other tax credits associated with the Project, (b) state, federal or private grants or other benefits related to the Project, or(c) Metered Output. "Environmental Financial Incentives" shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future. (i) performance-based incentives, rebates and any other incentive programs offered by State of Arizona's any municipality's, any utility's or any other state's solar program or initiative„ including, without limitation, tax credits (including investment tax credits arising under the Internal Revenue Code), other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, "incentives"), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System during the Term; and (u) all reporting rights with respect to such incentives "Interest Rate" means a per annum rate of interest equal to the lesser of(a) the prime lending rate published from time to time by the Federal Reserve Bank H 15 (519) Statistical Release website on such day (or if not published on such day, on the most recently preceding day published)plus 200 basis points or(b) the maximum rate permitted by applicable law. "Metered Output"means the electrical energy output, intermittent and variable within the hour, made available from the Project at the Metered Output Delivery Point, as measured by SRP's meter installed at the Metered Output Delivery Point "Metered Output Delivery Point" means the meter owned and maintained by SRP that measures the output of the Project "Person" means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other form of entity. 39 ARTICLE II PURCHASE AND SALE 2 1 Purchase of Metered Output by SRP In accordance with and subject to the terms and conditions of this Agreement, commencing on the Commercial Operation Date and continuing through the end of the Term, Seller shall sell to SRP and SRP shall purchase from Seller all of the Metered Output at the rate specified in Exhibit B. Seller shall deliver the Metered Output to and make such Metered Output available to SRP at the Metered Output Delivery Point SRP shall receive the Metered Output at, and shall take such Metered Output from, the Metered Output Delivery Point Title to, and risk of loss associated with, Metered Output shall pass from Seller to SRP at the Metered Output Delivery Point Seller shall transfer the Metered Output to SRP free and clear of all liens, security interests, claims and encumbrances or any other interest therein or thereto by any Person 2 2 Sale of Environmental Attributes. Commencing on the Commercial Operation Date and continuing through the end of the Term, Seller shall sell to SRP and SRP shall purchase from Seller all of the Environmental Attributes associated with the Metered Output at the rate of$0 06 per kWh of Metered Output from the Project On or before the Commercial Operation Date, Seller shall deliver to SRP a Bill of Sale in the form of Exhibit A transferring the ownership of all Environmental Attributes to SRP. 2 3 SRP's Obligations. SRP's obligation to purchase Metered Output and Environmental Attributes from Seller shall be suspended (a) during an Event of Default by Seller under this Agreementor (b) if Customer is in default of SRP's Rules and Regulations with respect to account numbers for City Hall (Meter #724331002), the Library (Meter #406690008), and the Multi-generational Center(Meter#257331009) 2.4 Environmental Financial Incentives All Environmental Financial Incentives available in connection with the Project are retained and owned by Seller or its assignee At Seller's request and expense, SRP shall execute such documents and instruments reasonably necessary or desirable to effect or evidence Seller's or its assignee right, title and interest in and to the Environmental Financial Incentives. ARTICLE III TERM AND TERMINATION 3.1. Term This Agreement shall become effective on the Effective Date and, unless terminated earlier as provided in this Agreement, shall remain in full force and effect until the earlier of (a) the termination of the Project Agreement for any reason, (b) the termination of the PPSA for Customer's account numbers for City Hall (Meter #724331002), the Library (Meter #406690008), and the Multi-generational Center (Meter #257331009), or (c) midnight Mountain Standard Time on the 20th anniversary of the Commercial Operation Date (the "Term") 3 2 Notice of Commercial Operation Date. Seller shall notify SRP at least five business days in advance of the anticipated Commercial Operation Date and shall confirm to SRP m writing within three business days of when the Commercial Operation Date occurs 40 ON /'\ ARTICLE IV METERING 4.1. Metering. Metered Output delivered to the Metered Output Delivery Point shall be measured by meters owned, installed and maintained by SRP. SRP shall maintain and calibrate its meters in accordance with the Distribution Interconnection Agreement Seller may install and maintain its own meters, but SRP's meters shall be used for all purposes under this Agreement In the case where a meter read is unavailable, SRP will make commercially reasonable efforts to estimate generation and/or consumption. If testing of the SRP meters in accordance with the Interconnection Agreement indicates that the meters are in error by more than 2%, Seller shall make a corresponding adjustment to the records of the amount of Metered Output based on such test results for (a) the actual period of time when such error caused inaccurate meter recordings, if such period can be determined to the mutual satisfaction of the Parties, or (b) if such period cannot be so determined, then a period equal to one-half of the penod from the later of(i) the date of the last previous test confirming accurate metering and (ii) the date the meters were placed into service, provided, however, that such period shall in no case exceed two years ARTICLE V BILLING AND PAYMENT 5 1 Monthly Billing SRP shall invoice Seller monthly. Such monthly invoices shall state (i) the amount of Metered Output produced by the Project and delivered to the Metered Output Delivery Point, (ii) the amount of energy delivered to the Project by SRP, (iii) the applicable price plan with respect to the energy described in clause (ii), (iv) the amount payable by SRP for the Environmental Attributes, and (v) the total amount due for Metered Output and Environmental Attributes delivered during such month. All amounts due under this Section 5.1 shall be due and payable net 21 days from the date of billing. Any undisputed portion of the invoice amount not paid within the 21 day period shall accrue interest at the Interest Rate 5.2 Governmental Charges Seller shall pay or cause to be paid all taxes imposed by any governmental authority ("Governmental Charges") on or with respect to the Metered Output (and any contract associated with the Metered Output) arising before the Metered Output Delivery Point, including ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. SRP shall pay or cause to be paid all Governmental Charges on or with respect to the Metered Output at and from the Metered Output Delivery Point If Seller is required by law or regulation to remit or pay Governmental Charges which are SRP's responsibility hereunder, SRP shall promptly reimburse Seller for such Governmental Charges If SRP is required by law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Seller shall promptly reimburse SRP for such Governmental Charges Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which that Party is exempt under the law. 41 ogiak ARTICLE VI EVENTS OF DEFAULT; REMEDIES 6.1. Events of Default. An "Event of Default" means with respect to a Party (the "Defaulting Party"). (a) A Party fails to make any payment when due under this Agreement and fails to cure within 10 days after notice thereof, or (b) A Party fails to comply with any other obligation under this Agreement, and such failure is not cured with 30 days after notice thereof, provided that if such defaulting Party commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for an additional 90 additional days 6 2 Remedies for an Event of Default Upon the occurrence and notice to the Defaulting Party, the other Party (the "Non-Defaulting Party") shall have the right (but not the obligation) to. (a) suspend performance of its obligations under this Agreement; and/or (b) receive from the Defaulting Party direct damages incurred by the Non- Defaulting Party in connection with such Event of Default (including during any applicable cure period, whether or not the Non-Defaulting Party has elected to suspend performance during such cure period). 6.3. Termination for an Event of Default. If an Event of Default has occurred and is not cured within the applicable cure period, if any, set forth in Section 6.1, the Non-Defaulting Party shall have the right, at any time when such Event of Default is continuing, and in addition to the remedies set forth in Section 6.2, to. (a) designate by notice to the Defaulting Party a day, no earlier than the day such notice becomes effective and no later than 20 days after the day such notice becomes effective, on which this Agreement shall terminate, and (b) subject to the express limitations on remedies set forth in this Agreement, pursue any other right or remedy available under this Agreement or applicable law. Except for an Event of Default for nonpayment, if notice of termination has not been received by the date that is 30 days following the last day of any applicable cure period, the Event of Default is deemed to have been waived by the Non-Defaulting Party and no further damages shall accrue with respect to such Event of Default 42 6.4 Waiver of Consequential Damages NO PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE ARISING OUT OF THEIR PERFORMANCE OR NON- PERFORMANCE HEREUNDER ARTICLE VII NOTICES 7 1 Notices. All notices to be given under this Agreement shall be made to the addresses set forth below All notices shall be made in wnting Notices shall be delivered by hand delivery, U S Mail or express couner All notices, requests, statements and other communications shall be deemed to have been duly given on (a) the date of delivery if delivered by hand or by express couner, or (b) five days after deposit in the U S Mail Any Party may change its respective notice information upon giving the other Parties at least 10 days' prior notice thereof If to SRP, addressed to it at P 0 Box 52025, Mail Station Phoenix, Anzona 85072-2025 Attention. If to Seller, addressed to it at. Siemens Industry, Inc Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn Darcy Otis—Branch Manager Fax• (866)289-3046 ARTICLE VIII MISCELLANEOUS 8.1. Assignment Neither Party may assign this Agreement without the other Party's prior written consent, such consent not to be unreasonably delayed, conditioned or withheld; provided, however, that Seller may in its sole discretion and without the consent of SRP assign any of its nghts, duties or obligations under this Agreement to (i) one or more of its affiliates, (ii) one or more third parties in connection with a sale-and-leaseback or other financing transaction described below, (iii) any person or entity succeeding to all or substantially all of the assets of Seller or (v) a successor entity in a merger or acquisition transaction (any of the foregoing being a "Permitted Transfer") Seller shall provide notice to SRP of the occurrence of any such Permitted Transfer. 8.2. Governing Law. This Agreement and the nghts and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of Anzona,without regard to its principles of conflicts of law. 43 .00114, 8.3. Entire Agreement. This Agreement and the SRP Commercial Solar Energy Program Supplement to Program Requirements, entered into among SRP, Seller and Customer constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no pnor or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein 8.4. Amendment Subject to the SRP Commercial Solar Energy Program Supplement to Program Requirements among SRP, Seller and Customer, no amendment, modification or change to this Agreement shall be enforceable unless set forth in wasting and executed by both Parties 8 5 Non-Waiver No waiver by any Party hereto of any one or more defaults by the other Parties in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature No failure or delay by any Party hereto in exercising any nght, power, privilege, or remedy hereunder shall operate as a waiver thereof 8.6. Severability Any provision of this Agreement declared or rendered invalid, unlawful, or unenforceable by any applicable governmental authority or deemed unlawful because of a change in applicable law shall not otherwise affect the remaining lawful obligations that arise under this Agreement, provided that the Parties shall use commercially reasonable efforts to reform this Agreement in order to give effect to the original intention of the Parties. 8.7. No Third-Party Beneficiaries. Nothing in this Agreement shall provide any benefit to any third Person or entitle any third Person to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third-party beneficiary contract 8 8 Relationships of Parties The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent, representative, trustee or fiduciary of any other Party. Neither Seller nor SRP shall have any authority to bind the other to any agreement This Agreement is intended to secure and provide for the services of each Party as an independent contractor 8 9. Jurisdiction, Venue Any dispute relating to this Agreement shall be brought exclusively in the Mancopa County, Arizona Superior Court or in the United States District Court for the District of Arizona By execution and delivery of this Agreement, with respect to such disputes, each of the parties knowingly, voluntarily and irrevocably (a) consents, for itself and in respect of its property, to the exclusive jurisdiction of these courts; and (b) waives any immunity or objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may have from or to the bringing of the dispute in such jurisdiction 8 10 Waiver of Jury Trial To the fullest extent permitted by law, each of the Parties waives any right it may have to a trial by jury in respect of litigation directly or indirectly 44 arising out of,under or in connection with this Agreement 8.11. Attorneys' Fees If a Party commences a legal proceeding against the other Party because of an alleged breach of such Parry's obligations under this Agreement, each Party shall bear its own expenses, including reasonable attorneys' fees, incurred in connection with the legal proceeding and any appeal thereof. 8 12 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 8.13. Counterparts This Agreement may be executed in counterparts, including in facsimile and electronic formats (including portable document format (pdf)), each of which is an original and all of which constitute one and the same instrument 8.14. Compliance with Law Each Party shall at all times comply in all respects with all applicable laws As applicable, each Party shall give all required notices, and shall procure and maintain all necessary governmental permits, licenses, and inspections necessary for performance of this Agreement, and shall pay its respective charges and fees in connection therewith 8 15 Enforcement of Rights. At Customer's request, SRP shall have the right but not the obligation, to enforce on Customer's behalf any of Customer's nghts and remedies against Seller that arise under the Project Agreement 8 16 Construction The headings in this Agreement are inserted for convenience only, and shall not constitute a part of this Agreement or be used to construe or interpret any of its provisions. The parties have participated jointly in negotiating and drafting this Agreement If a question of interpretation anses, this Agreement shall be construed as if drafted jointly by 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 Any reference to any statute shall be deemed to refer to the statute, as amended, and to all rules and regulations promulgated thereunder, as amended, unless the context requires otherwise The word"include" or"including"means include or including, without limitation. 817 Collateral Assignment and Cooperation with Financing Seller shall be permitted to sell, transfer, assign or pledge (or grant security interests in) this Agreement to its financing parties ("Lender") as collateral for any financing or refinancing of the Project; provided, Seller shall be responsible at SRP's request for SRP's reasonable costs associated with the review, negotiation, execution and delivery of documents in connection with such assignment, including reasonable attorneys' fees. 8.18 Provisions Benefiting Lender. With respect to a Permitted Transfer pursuant to Section 8 1, SRP acknowledges and agrees that, upon receipt of written direction from Lender, and notwithstanding any instructions to the contrary from Seller, SRP will recognize Lender, or any third party to whom Lender has reassigned the nghts of Seller under this Agreement, as the proper and lawful successor to Seller fully entitled to receive the nghts and benefits of Seller hereunder so long as Lender (or its assignee) performs the obligations of Seller 45 hereunder. SRP shall be protected and shall incur no liability in acting or proceeding in good faith upon any such foregoing written notice and direction by Lender which SRP shall in good faith believe (i) to be genuine and (ii) a copy of which to have been delivered to Seller. SRP shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written. This Agreement shall not become effective as to either Party unless and until executed by both Parties Salt River Project Agricultural Improvement and Power District By Title- Siemens Industry, Inc By Title 46 Adak EXHIBIT A BILL OF SALE FOR ENVIRONMENTAL ATTRIBUTES Effective as of , 20_, Siemens Industry, Inc ("Seller"), for good and valuable consideration and pursuant to that certain Power Purchase and Sale Agreement dated , 20 , by and between Salt River Project Agricultural Improvement and Power District, a political subdivision of the State of Arizona ("SRP") and Seller (the "Agreement"), hereby sells, transfers and delivers to SRP all of its right, title, and interest in and to the Environmental Attnbutes, associated with the generation of energy by the Project Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement. This Bill of Sale shall only transfer the Environmental Attributes generated by the Project during the term of the Agreement Except as otherwise provided in the Agreement, SRP shall have no interest in any Environmental Attributes generated after expiration or termination of the Agreement. Seller attests, represents and warrants (i) its sale of the Environmental Attributes to SRP is and will be its one and only sale of the Environmental Attributes with respect to the energy generated by the Project during the term of the Agreement and no third party has claimed or can claim any interest in such Environmental Attnbutes, and (ii) the Environmental Attributes are clear of all liens, security interests, claims and encumbrances or any other interest therein or thereto by any Person. Seller shall execute and deliver, at the request of SRP, such further instruments of transfer, and shall take or cause to be taken such other or further actions, as shall reasonably be requested for purposes of carrying out the sale of the Environmental Attributes to SRP Siemens Industry, Inc. By Title. 47 EXHIBIT B POWER PURCHASE AND SALE AGREEMENT FOR: City of Apache Junction/Siemens Industry, Inc. City of Apache Junction Solar Project YEAR CONTRACT PRICE PER KWH Yr 1 $0.1075 Yr. 2 $ 0.1107 Yr 3 $ 01140 Yr 4 $ 0.1175 Yr. 5 $ 0 1210 Yr 6 $ 0.1246 Yr. 7 $ 01284 Yr 8 $ 0.1322 Yr. 9 $ 01362 Yr 10 $ 0 1403 Yr 11 $ 0.1445 Yr. 12 $ 0 1488 Yr 13 $ 0 1533 Yr. 14 $ 0 1579 Yr 15 $ 0 1626 Yr 16 $ 0.1675 Yr 17 $ 0 1725 Yr 18 $ 0 1777 Yr. 19 $ 0.1830 Yr 20 $ 0 1885 48 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT B SRP COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT TO PROGRAM REQUIREMENTS BETWEEN THE CITY OF APACHE JUNCTION, SIEMENS INDUSTRY, INC., AND SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT ("SRP SUPPLEMENT AGREEMENT") 49 OIN SRP COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT TO PROGRAM REQUIREMENTS This Supplemental Agreement ("Supplement") supplements the SRP Commercial Solar Energy Program Requirements ("Solar Agreement") signed by the City of Apache Junction, Anzona ("SRP Customer") and Siemens Industry, Inc., a Delaware corporation through its Building Technologies Division ("Solar Provider"), and approved by SRP on , and sets out the terms of SRP's participation with SRP Customer to purchase and provide to SRP Customer the output of a photovoltaic solar facility to be installed and operated on SRP Customer's premises by Solar Provider SRP, SRP Customer and Solar Provider are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties " RECITALS A. SRP Customer and Solar Provider are parties to that certain Solar Energy Power Purchase Agreement ("PPA") and that certain Site Lease Agreement, both dated as of the date hereof, pursuant to which the SRP Customer has agreed to provide Solar Provider with a license to a portion of the land owned by the SRP Customer at the SRP Customer's property (the "Premises") in order to own, construct, maintain and operate an approximately 606AC 535 AC solar photovoltaic generating facility(the "Solar Facility"), and to Purchase all of the Metered Output from the Project through SRP B SRP and Solar Provider are parties to that certain Power Purchase and Sale Agreement dated as of the date hereof(the "PPSA" and together with the PPA, Site Lease Agreement and the Solar Agreement shall constitute the "Project Documents") pursuant to which Solar Provider has agreed to sell to SRP and SRP has agreed to purchase all of the Metered Output and Environmental Attnbutes (as defined therein) from the Project at the$ per kilowatt-hour rate specified in Exhibit A to this Supplement(the"Output Rate per KWH") . SRP's Financial Incentive Commitment In connection with this Supplement SRP will provide a financial incentive to SRP Customer for the Solar Facility. This incentive will be $0 06 per kilowatt-hour of energy produced by the Solar Facility, as more fully described in the Solar Agreement. The incentive will be paid by SRP to Solar Provider on behalf of SRP Customer Solar Provider Solar Provider agrees to sell the output of the Solar Facility to SRP at the rate specified in Exhibit A of this Supplement. The terms of the sale are further descnbed in the PPSA The output of the Solar Facility will be measured by a meter to be installed by SRP. 50 SRP Obligations Pursuant to the terms of the PPSA, SRP shall purchase from Solar Provider all of the Metered Output(as defined in the PPSA). SRP Billing SRP will bill SRP Customer for the entire output of the Solar Facility at the rate specified in Exhibit B, on SRP Customer's regular monthly bill SRP Customer will have the benefit of SRP's standard buy back rider or net metering rider, as applicable, in the event that SRP Customer is unable to use the entire output of the Solar Facility at any time SRP's billing will be subject to taxes and other charges as applied generally to SRP Customer's account. Right to Enforce PPA SRP Customer and Solar Provider have entered into the PPA for the installation and maintenance of the Solar Facility To the extent that the PPA is inconsistent with the terms of this Supplement, the terms of this Supplement shall govern SRP Customer and Solar Provider agree that SRP shall have the right, but not the obligation, to enforce, with Customer's consent, any of the terms of the PPA on behalf of SRP Customer and SRP shall have the nght to inspect the Solar Facility at any time SRP acknowledges Seller's right to enforce the PPA against Customer SRP shall not be subject to any term of the PPA Environmental Attributes SRP will purchase from Solar Provider all of the Environmental Attributes (as defined in the PPSA), including renewable energy certificates, associated with the energy purchased by SRP and sold to SRP Customer. Rules and Regulations SRP's Rules and Regulations shall apply to this Supplement, but shall be subject to any restrictions under applicable laws. This Supplement shall supplement the Solar Agreement, and is subject to the Distnbution Interconnection Agreement, and the Solar Electric Installation Certification, signed by SRP Customer and the Solar Provider. This Supplement and each of the Project Documents shall terminate upon the earlier of the(1) termination of the PPSA, (2) termination of the PPA, or (3) the termination or disconnection of SRP Customer's account numbers for City Hall (Meter#724331002), the Library (Meter#406690008), and the Multi-generational Center(Meter#257331009)with SRP. Miscellaneous Provisions 1 Press Releases Each Party shall submit to the other Parties for pnor approval of any press releases regarding the Project, which approval shall not be unreasonably withheld or delayed The Parties may by mutual wntten agreement set forth specific statements that may be used by the other Parties in any press releases that address Customer's use of solar or 51 renewable energy provided by the Project 2 Amendments of Project Documents An amendment to any provision of the Project Documents that would materially affect a nght or obligation of a Party or amend the term of a Project Document shall only be effective and enforceable if it is set forth in a written instrument signed by SRP, SRP Customer and Solar Provider. 3. All notices to be given under this Agreement shall be made in accordance with the Project Documents. 4. None of the Parties may assign this Supplement without the other Parties' pnor written consent, such consent not to be unreasonably delayed, conditioned or withheld, provided that Solar Provider may in its sole discretion and without the consent of SRP assign any of its rights, duties or obligations under this Supplement to (i) one or more of its affiliates, (u) one or more third parties in connection with a sale-and-leaseback or other financing transaction where Solar Provider assigns its nghts and interests in this Supplement for collateral purposes in connection with any equity or debt financing of Solar Provider or Solar Provider's Affiliates, (ui) any person or entity succeeding to all or substantially all of the assets of Solar Provider, or (iv) a successor entity in a merger or acquisition transaction (any of the foregoing being a "Permitted Transfer") Seller shall provide notice to SRP and SRP Customer of the occurrence of any such Permitted Transfer 5. This Supplement and the nghts and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of Arizona, without regard to its pnnciples of conflicts of law 6 This Supplement and the Project Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no pnor or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein 7 No amendment, modification or change to this Supplement shall be enforceable unless set forth in wnting and executed by each of the Parties 8 This Supplement may be executed in counterparts, including in facsimile and electronic formats (including portable document format (pdf)), each of which is an original and all of which constitute one and the same instrument [SIGNATURES ARE ON THE FOLLOWING PAGE] 52 This Supplement shall have an effective date of Salt River Project Agricultural Improvement and Power District By City of Apache Junction By Its Siemens Industry, Inc By Its 53 EXHIBIT A FOR: City of Apache Junction Solar Project Year Output Rate PBI Output Rate per KWH plus PBI per KWH 1 $0.1075 $0.06 $0.1675 2 $0 1107 $0.06 $0.1707 3 $0.1140 $0.06 $0.1740 4 $0 1175 $0 06 $0 1775 5 $0.1210 $0.06 $0.1810 6 $0 1246 $0 06 $0 1846 7 $0.1284 $0.06 $0.1884 8 $0.1322 $0.06 $0.1922 9 $0.1362 $0 06 $0.1962 10 $0.1403 $0.06 $0.2003 11 $0.1445 $0.06 $0.2045 12 $0.1488 $0.06 $0.2088 13 $0 1533 $0 06 $0.2133 14 $0.1579 $0.06 $0.2179 15 $0 1626 $0 06 $0.2226 16 $0.1675 $0.06 $0 2275 17 $0.1725 $0.06 $0.2325 18 $0 1777 $0 06 $0.2377 19 $0.1830 $0.06 $0.2430 20 $0.1885 $0.06 $0.2485 54 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT C SITE LEASE AGREEMENT Between THE CITY OF APACHE JUNCTION and SIEMENS INDUSTRY, INC. 55 Site Lease Agreement This Solar Facilities Lease ("Lease"), dated as of July , 2012, is by and between Siemens Industry, Inc, a Delaware corporation, through its Building Technologies Division ("Lessee"), and the City of Apache Junction, Arizona, an Arizona Municipal Corporation ("Lessor") (each a "Party" and collectively, the ("Parties"). WITNESSETH WHEREAS, concurrently herewith, Lessee and Lessor are entering into that certain Solar Energy Power Purchase Agreement, dated as of the date hereof (the "PPA"), pursuant to which Lessee has agreed to engineer, construct and install the System(s) and provide Lessor with the Solar Services Capitalized terms used herein but not defined herein (including in the recitals hereto) shall have the respective meanings ascribed thereto in the PPA, WHEREAS, in order to construct and install the System(s) and provide the Solar Services, Lessee requires access to certain property owned or leased by Lessor; WHEREAS, in connection with the foregoing, Lessee desires to lease a portion of the Premises from Lessor in order to install and operate the System in furtherance of Lessee's obligations under the PPA and Lessor is willing to grant such lease to Lessee, and NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Lessee and Lessor hereby agree as follows 1 Leased Premises and Related Rights. Lessor hereby leases to Lessee, in accordance with the terms and conditions hereinafter set forth, the real property as depicted and described in Exhibit A where the System(s) will be installed (the "Premises") Lessor hereby also grants to Lessee, for a period co-terminus with this Lease, a right-of-way to access the Premises across or through any surrounding or nearby premises owned or leased by Lessor, including any structures or fixtures appurtenant to the Premises, passage through which is necessary or convenient to install or gain access to the System(s) or the Premises 2. Rents. Lessee shall pay Lessor one U S dollar ($1 00) on the Commercial Operation Date as and for rent of the Premises for the full term of this Lease 3. System Construction, Installation and Operation. (a) Lessor hereby consents to the construction of each System by Lessee on the Premises, including, without limitation, solar panels, mounting substrates or supports, wiring and connections, power inverters, service equipment, metering equipment and utility interconnections 56 (b) Lessee shall also have the right from time to time during the term hereof (i) to install and operate the System(s) on the Premises, (ii) to maintain, clean, repair, replace and dispose of part or all of any System, (iii)to add or remove any System or any part thereof, (iv) to access the Premises with guests for promotional purposes during normal open hours and at other times as are acceptable to the Lessor in its reasonable business judgment, and (v) to perform (or cause to be performed) all tasks necessary or appropriate, as reasonably determined by Lessee, to carry out the activities set forth in this Section 3 (c) Lessor acknowledges that the installation of all or a portion of the System(s)will require installation to the ground and may require physically mounting and adhering the System(s) to the buildings, structures and fixtures appurtenant to the Premises and consents to such mounting or adhering, as applicable. 4. Access to Premises. Lessor shall provide Lessee with access to the Premises as reasonably necessary to allow Lessee to install and maintain the System(s) as contemplated in the PPA, including ingress and egress rights to the Premises for Lessee and its employees, contractors and sub-contractors and access to solar panels and conduits to interconnect the System(s) with the Premises' electrical wiring Lessor shall use commercially reasonable efforts to provide sufficient space for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during the furnishing, installation, testing, commissioning, deconstruction, disassembly, decomissioning and removal of each System and access for rigging and material handling Lessor shall provide Lessee a reasonable area for construction laydown Lessor and its authorized representatives shall at all times have access to and the right to observe the installation of the System, subject to compliance with Lessee's safety rules, but shall not interfere with the installation or handle any Lessee equipment or the System(s) without written authorization from Lessee In addition, Lessor shall grant Lessee access to the Premises as reasonably necessary to allow Lessee to operate and maintain the System, including ingress and egress rights to the Premises for Lessee and its employees, contractors and subcontractors and local electric utility personnel. Lessor shall provide necessary space for storing parts and supplies Lessee shall operate and maintain the System in a manner that minimizes inconvenience to and interference with Lessor and Lessor's guests' and customers' use of the Premises to the extent commercially practical 5. System and Output Ownership (a) Lessor acknowledges and agrees that Lessee or one of its affiliates is the exclusive owner and operator of each System, that all equipment comprising the System shall remain the personal property of Lessee and shall not become fixtures, notwithstanding the manner in which the System is or may be attached to any real property of Lessor and Lessor shall have no right, title or interest in any System or any component thereof, notwithstanding that any such System may be physically mounted or adhered to the Premises or structures, buildings and fixtures on the Premises (b) Lessor acknowledges that Lessee is the exclusive owner of electric energy generated by the System and owner of all Environmental Attributes attributable to the System. 57 Without the express written consent of Lessee, Lessor shall not make or publish any public statement or notice regarding any Environmental Attribute of the System or the energy output from the System The System shall not be considered an electric public utility, an investor owned utility, a municipal utility, or a merchant power plant otherwise known as an exempt wholesale generator 6. Representations and Warranties, Covenants of Lessor (a) Authorization, Enforceability The execution and delivery by Lessor of, and the performance of its obligations under, this Lease have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Lessor (including any lease in respect of the Premises as to which Lessor is the tenant) or any valid order of any court, or regulatory agency or other body having authority to which Lessor is subject This Lease constitutes a legal and valid obligation of Lessor, enforceable against Lessor in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors' rights generally and general principles of equity whether such enforceability is considered in a proceeding in equity or at law (b) Lessor's Title to Premises Lessor represents, warrants and covenants that Lessor has lawful title to (or a valid leasehold interest in) the Premises and that Lessee shall have quiet and peaceful possession of the Premises free from any claim of any entity or person of superior title thereto without hindrance to or interference with or molestation of Lessee's quiet enjoyment thereof, throughout the term of this Lease To the extent Lessor's interest in any of the Premises is a leasehold interest, Lessor have caused each landlord (each, a "Lessor's Landlord") of each such portion of the Premises to execute and deliver an amendment to the Lessor's lease agreement or such other documentation as is reasonably acceptable to Lessee pursuant to which such Lessor's Landlord shall acknowledge and agree that Lessee's rights in the Premises granted hereunder shall run with such Premises throughout the term of this Lease (or until otherwise terminated pursuant to Section 8), notwithstanding any sale, lease, transfer, assignment, mortgage, pledge or other alienation or encumbrance by such Lessor's Landlord of the Premises To the extent the Lessor is the fee simple owner of the Premises, Lessor shall not sell, lease, assign, mortgage, pledge or otherwise alienate or encumber the Premises unless Lessor shall have given Lessee at least 15 days' prior written notice thereof, which notice shall identify the transferee, the Premises to be so transferred and the proposed date of transfer. Lessor agrees that this Lease and the right of way granted in Section 1 of this Lease shall run with the Premises and survive any transfer of any of the Premises In furtherance of the foregoing, Lessor agrees that it shall cause any purchaser, lessee, assignee, mortgagee, pledge or party to whom a lien has been granted to execute and deliver to Lessee a document pursuant to which such party acknowledges and consents to the Lessee's rights in the Premises as set forth herein including, without limitation, an acknowledgement by the transferee that it has no interest in the System(s) and shall not gain any interest in the System(s) by virtue of the Lessor's transfer. (c) No Interference With and Protection of System Lessor will not conduct activities on, in or about the Premises, the Building or the Premises that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System Lessor shall take all reasonable steps to limit access to the Premises to Lessee and Lessee's employees, invitees, agents and representatives. Lessor shall implement and maintain reasonable and appropriate security measures on the Premises to prevent Lessor's employees, invitees, agents and representatives, and other unrelated third-parties, from having access to the Premises or the System, and to prevent from occurring any theft, vandalism or other actions that have a 58 reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System Lessor covenants that it will obtain a non-disturbance agreement ("NDA") from any third party who now has or may in the future obtain an interest in the Premises, including, without limitation, any lenders to Lessor, Lessor's Landlord or the owner of the Premises, which NDA shall (a) acknowledge and consent to Lessee's rights in the Premises, (b) acknowledge that the third party has no interest in the System(s) and shall not gain any interest in the System(s) by virtue of the Parties' performance or breach of this Lease and (c) subordinates any lien the third party may have in and to the System(s) and other property that is or may from time to time hereafter be located at the Premises. (d) Maintenance of Premises Lessor shall keep areas of the Premises that are under its control neat, clean and in good order and condition Lessor shall give Lessee prompt notice of any damage to or defective condition in any part or appurtenance of the Premises (including mechanical, electrical, plumbing, heating, ventilating, air conditioning and other equipment facilities and systems located within or serving the Premises) Lessor shall exercise reasonable care to keep and make the Premises safe and to warn those lawfully on the Premises of existing dangers (e) Utilities Lessor shall provide Lessee with Station Power during the term of this Lease For purposes of this Lease "Station Power" shall mean electric energy consumed in the start-up and operation of the System, which is distinct from the alternating current output of the System (f) Insolation Lessor acknowledges and agrees that access to sunlight ("Insolation") is essential to the value to Lessee of the leasehold interest granted hereunder and is a material inducement to Lessee in entering into this Lease. Accordingly, Lessor shall not permit any interference with Insolation on and at the Premises Without limiting the foregoing, Lessor shall not construct or permit to be constructed any structure on the Premises that could adversely affect insolation levels, permit the growth of foliage that could adversely affect insolation levels, or emit or permit the emission of suspended particulate matter, smoke, fog or steam or other air- borne impediments to Insolation. If Lessor becomes aware of any potential development or other activity on adjacent or nearby properties that could diminish the insolation to the Premises, Lessor shall advise Lessee of such information and reasonably cooperate with Lessee in measures to preserve existing levels of insolation at the Premises Notwithstanding any other provision of this Lease, the Parties agree that (i) Lessee would be irreparably harmed by a breach of the provisions of this Section 6(f), (ii) an award of damages would be inadequate to remedy such a breach, and Oil) Lessee shall be entitled to equitable relief, including specific performance, to compel compliance with the provisions of this Section 6(f) (g) Hazardous Materials There are no substances, chemicals or wastes, identified as hazardous, toxic or dangerous materials in any applicable law or regulation, present on, in or under the Premises in violation of any Applicable Law or regulation Lessor shall not introduce or use any hazardous, toxic or dangerous materials on, in or under the Premises in violation of any applicable law or regulation If Lessor becomes aware of any such hazardous, toxic or dangerous materials, Lessor shall promptly notify Lessee of the type and location of such materials in writing Lessor agrees to assume full responsibility for (and protect, indemnify and defend Lessee against) any liability or cleanup obligations for any contamination or pollution or breach of environmental laws related to the Premises, unless directly attributable to the actions of Lessee 59 a. ,M. (h) Premises Conditions Lessor represents and warrants to Lessee that Lessor is unaware of any site conditions or construction requirements (a) that would materially increase the cost of installing the System at the planned locations on the Premises or would materially increase the cost of maintaining the System at the Premises over the cost that would be typical or customary for solar photovoltaic systems substantially similar to the System or (b) that would adversely affect the ability of the System as designed to produce electricity once installed (I) Interconnection Point Lessor represents and warrants to Lessee that there is a suitable electrical interconnection point of sufficient capacity to accommodate the System as designed located within 500 feet of each of the planned locations of the System on the Premises 0) Notice Each Party shall notify the other within twenty-four (24) hours following the discovery by it of any material malfunction of the System or interruption in the supply of electricity from the System Each Party shall designate and advise the other Party of personnel to be notified in the event of such an emergency Lessee shall correct, or cause to be corrected, the conditions that caused the emergency as soon as reasonably possible in light of the circumstances following the giving of notice to Lessee by Lessor or upon discovery of such emergency by Lessee 7. Representations and Warranties, Covenants of Lessee (a) Authorization; Enforceability The execution and delivery by Lessee of, and the performance of its obligations under, this Lease have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or constitute a default under, any indenture, mortgage or other material agreement binding on Lessee or any valid order of any court, or regulatory agency or other body having authority to which Lessee is subject This Lease constitutes a legal and valid obligation of Lessee, enforceable against Lessee in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium or laws relating to or affecting creditors' rights generally and general principles of equity whether such enforceability is considered in a proceeding in equity or at law. (b) Hazardous Materials Lessee shall not introduce or use any hazardous, toxic or dangerous materials on, in or under the Premises in violation of any applicable law or regulation If Lessee becomes aware of any such hazardous, toxic or dangerous materials, Lessee shall promptly notify Lessor of the type and location of such materials in writing. Lessee agrees to assume full responsibility for (and protect, indemnify and defend Lessor against) any liability or cleanup obligations for any contamination or pollution or breach of environmental laws related to the use of any hazardous, toxic or dangerous materials on, in or under the Premises that are directly attributable to the actions of Lessee (c) Regulatory Status Lessee represents and warrants that it is not subject to regulation as a "public service corporation," "utility" or similar term under Arizona utility laws prior to, on, or following operation of the System 8 Term and Termination The term of this Lease shall commence on the date hereof and terminate on the date that is 180 days after the termination of the PPA In addition, if and to the extent that the PPA is terminated with respect to any site served by a System on any portion of the Premises, on the date of such partial termination of the PPA, this Lease shall terminate with respect to the portion of the Premises used to service the relevant site, but shall 60 p remain in full force and effect with respect to all other portions of the Premises until final termination as contemplated in the immediately previous sentence Lessee may terminate this Lease at Lessee's sole discretion at any time upon three months' written notice to Lessor In addition, Lessee may terminate this Lease effective upon provision of written notice to Lessor if, within 180 days of the date hereof, Lessee determines that a System cannot be installed and operated according to Lessee's investment criteria Within 180 days after any such termination, Lessee shall remove the System(s) In connection with such removal, Lessor shall continue to provide Lessee (and its affiliates and subcontractors) with access to the Premises without payment of further rent or consideration In further connection with such removal, Lessee shall restore the Premises in accordance with Section 2.4 of the PPA 9 Insurance Each of Lessee and Lessor shall obtain and maintain the insurance coverages required under the PPA 10. Taxes. Lessee shall pay all real estate or personal property taxes, possessory interest taxes, business or license tax, use or privilege taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, assessments, bonds, levies, fees or charges of any kind which are assessed, levied, charged, confirmed, or imposed by any public authority due to Lessee's occupancy and use of the Premises (or any portion or component thereof) Lessor shall pay all (i) real and personal property taxes relating to the real property on which the Premises is situated, (ii) inheritance or estate taxes imposed upon or assessed against the Premises, or any part thereof or interest therein, (iii)taxes computed upon the basis of the net income or payments derived from the Premises by Lessor or the owner of any interest therein, and (iv) taxes, fees, service payments, excises, assessments, bonds, levies, fees or charges of any kind which are adopted by any public authority after the date hereof 11. Liability and Indemnity. (a) Lessee Indemnity (i) General Indemnity Lessee shall indemnify, defend and hold harmless Lessor, its affiliates, officers, agents and employees (the "Lessor Indemnitees") from and against any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, arising out of (i) grossly negligent acts or omissions or willful misconduct of Lessee, its agents, officers, directors, employees or contractors, or (ii) the material breach by Lessee of any of its obligations, representations or warranties under this Lease The obligation to indemnify shall extend to and encompass all costs incurred by Lessor and any Lessor Indemnitee in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses. Lessee's obligations pursuant to this Section 11(a) shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of Lessor, the Lessor or their respective contractors, successors or assigns, or to the acts of third parties Lessee shall pay any cost that may be incurred by Lessor or the Lessor Indemnitees in enforcing this indemnity, including reasonable attorney fees (ii) Environmental Indemnity. Lessee represents, warrants and covenants that Lessor shall have no liability for any past, present or future contamination or pollution, or breach of environmental laws (herein "Environmental Laws"), if any, located on or relating to the Premises, unless directly attributable to the actions of Lessor Lessee agrees to assume full 61 responsibility for(and protect, indemnify, defend and hold harmless Lessor against) any liability or cleanup obligations for any environmental claims, unless directly attributable to the actions of Lessor. Lessee represents, warrants and covenants that it shall not permit any lien, claim, right or other encumbrance to attach to the System and agrees to discharge any lien, claim, encumbrance or interest that attaches to the System (other than liens claims, encumbrances or interests placed on the System by Lessor or Lessor's creditors) (b) Lessor General Indemnity (i) General Indemnity Lessor shall indemnify, defend and hold harmless Lessee, its affiliates, officers, agents and employees (the "Lessee Indemnitees") against any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of either Lessee or Lessor, or other loss or damage incurred by Lessee, arising out of (i) grossly negligent acts or omissions or willful misconduct of Lessor, its agents, officers, directors, employees or contractors, or (ii) the material breach by Lessor of any of its obligations, representations or warranties under this Lease The obligation to indemnify shall extend to and encompass all costs incurred by Lessee and any Lessee in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses Lessor's obligations pursuant to this Section I shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of Lessee, the Lessee or their respective contractors, successors or assigns, or the acts of third-parties Lessor shall pay any cost that may be incurred by Lessee or the Lessee in enforcing this indemnity, including reasonable attorney fees (ii) Lessor Environmental Indemnity Lessor represents, warrants and covenants that Lessee shall have no liability for any past, present or future contamination or pollution, or breach of Environmental Laws, if any, located on or relating to the Premises, unless directly attributable to the actions of Lessee Lessor agrees to assume full responsibility for (and protect, indemnify, defend and hold harmless Lessee against) any liability or cleanup obligations for any environmental claims, unless directly attributable to the actions of Lessee Lessor represents, warrants and covenants that it shall not permit any lien, claim, right or other encumbrance to attach to the System and agrees to discharge any lien, claim, encumbrance or interest that attaches to the System (other than liens claims, encumbrances or interests placed on the System by Lessee or Lessee's creditors) 62 (c) No Consequential Damages Notwithstanding any provision in this Lease to the contrary, neither Lessee nor Lessor shall be liable to the other for incidental, consequential, special, punitive or indirect damages, including without limitation, loss of use, loss of profits, cost of capital or increased operating costs, arising out of this Lease whether by reason of contract, indemnity, strict liability, negligence, intentional conduct, breach of warranty or from breach of this Lease The foregoing provision shall not prohibit Lessee or Lessor from seeking and obtaining general contract damages for a breach of this Lease (d) Waiver The express remedies and measures of damages provided for in this Lease shall be the sole and exclusive remedies for a party hereunder and all other remedies or damages at law or in equity are hereby waived. 12. Casualty or Condemnation. In the event the Premises shall be so damaged or destroyed so as to make the use of the Premises impractical as determined by Lessee, then either Lessee may elect to terminate this Lease on not less than twenty (20) days' prior notice to Lessor effective as of a date specified in such notice, and on the date so specified, this Lease shall expire as fully as if such date were the date set forth above for the expiration this Lease. If Lessee does not elect to terminate this Lease pursuant to the previous sentence, Lessor shall exercise commercially reasonable efforts to repair the damage to the Premises and return the Premises to its condition prior to such damage or destruction, and except that Lessor shall in no event be required to repair, replace or restore any property of Lessee comprising part of the System, which replacement or restoration shall be Lessee's responsibility In the event of an award related to eminent domain or condemnation of all or part of the Premises, each Party shall be entitled to take from such an award that portion as allowed by law for its respective property interest appropriated as well as any damages suffered thereby 13 Assignment (a) Neither party shall have the right to assign any of its rights, duties or obligations under this Lease without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed, provided, however, that Lessee may in its sole discretion assign any of its rights, duties or obligations under this Lease (i) to one or more of its affiliates, (ii) to one or more third parties in connection with a collateral assignment of rights, mortgage or pledge, (iii) to any present or future purchaser of the power generated by the System(s), (iv) to any person or entity succeeding to all or substantially all of the assets of Lessee, or (v) to a successor entity in a merger or acquisition transaction, and provided, further, that, any assignee from Lessor assumes in writing the obligations of Lessor hereunder (b) Any assignee of Lessee or Lessor agrees to assume the obligations of the assignor and such assignee shall bound by the terms of this Lease 14. Reserved. 15 Defaults and Remedies (a) Default If a Party (the "Defaulting Party") fails to perform its obligations hereunder(an "Event of Default"), then it shall not be in default hereunder unless it fails to cure such Event of Default within ten (10) Business Days for any monetary Event of Default or within sixty (60) days after receiving written notice from the other Party (the "Non-Defaulting Party") stating with particularity the nature and extent of such Event of Default and specifying the method of cure (a of Default"), provided, however, that if the nature or extent of the obligation or obligations is such that more than sixty (60) days are required, in the exercise of commercially reasonable diligence, for 63 performance of such obligation(s), then the Defaulting Party shall not be in default if it commences such performance within such sixty (60) day period and thereafter pursues the same to completion with commercially reasonable diligence As used herein "Business Day" means a calendar day excluding Saturdays, Sundays and United States and Arizona State holidays, provided, that in relation to any payment or funds transfer a "Business Day" means a day on which commercial banks are not required or permitted to be closed in the place where the relevant payor, pay or account, payee account and payee is located (b) Payment Under Protest The Defaulting Party may cure any monetary Event of Default by depositing the amount in controversy (not including claimed consequential, special, exemplary or punitive damages) in escrow with any reputable third party escrow, or by interpleading the same, which amount shall remain undistributed until final decision by a court of competent jurisdiction or upon agreement by the Parties No such deposit shall constitute a waiver of the Defaulting Party's right to institute legal action for recovery of such amounts (c) Remedies The Non-Defaulting Party shall have and shall be entitled to exercise any and all remedies available to it at law or in equity, including the right to terminate the Lease pursuant to applicable Law, all of which remedies shall be cumulative Such remedies shall include the right in the Non-Defaulting Party to pay or perform any obligations of the Defaulting Party that have not been paid or performed as required hereunder, and to obtain (i) subrogation rights therefor and (ii) immediate reimbursement from the Defaulting Party for the actual, reasonable and verifiable out-of-pocket costs of such payment or performance. Lease may be amended only in writing signed by Lessee and Lessor or their respective successors in interest 16. Notices. Any notice required or permitted to be given in writing under this Lease shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by facsimile (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 16). All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended, at its address set forth below. If to Lessor City of Apache Junction 300 E Superstition Blvd Apache Junction, AZ, 85219 Attn City Manager Fax (480)474-5129 If to Lessee. Siemens Industry, Inc. Building Technologies Division 4025 E Cotton Center Blvd Phoenix, AZ 85040 Attn. Darcy Otis— Branch Manager Fax 18662893046 17 Waiver The waiver by either party of any breach of any term, condition, or provision herein contained shall not be deemed to be a waiver of such term, condition, or provision, or any subsequent breach of the same, or any other term, condition, or provision contained herein 64 AM ft, 18. Remedies Cumulative. No remedy herein conferred upon or reserved to Lessee or Lessor shall exclude any other remedy herein or by law provided, but each shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute 19 No Third Party Beneficiaries This Lease is solely for the benefit of the Parties hereto and no right or cause of action shall accrue by reason hereof for the benefit of any third party not a party hereto, other than the Lessor Indemnities, the Lessee Indemnities and any secured parties 20 Headings The headings in this Lease are solely for convenience and ease of reference and shall have no effect in interpreting the meaning of any provision of this Lease 21 Choice of Law. This Lease shall be construed in accordance with the laws of the State of Arizona (without regard to its conflict of laws principles) Venue for any litigation arising from this Lease shall only be proper in the Pinal County Superior Court or federal district court located in Phoenix, Arizona The Parties hereby waive any rights to request a change of venue, and waive their rights to a trial by jury to the extent permitted by law 22. Binding Effect. This Lease and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the parties hereto, together with their respective successors and permitted assigns. 23 Counterparts. This Lease may be executed in counterparts, which shall together constitute one and the same agreement. Facsimile or "pdf signatures shall have the same effect as original signatures and each party consents to the admission in evidence of a facsimile or photocopy of this Lease in any court or arbitration proceedings between the parties. 24 Entire Lease. This Lease and the PPA represent the full and complete agreement between the parties hereto with respect to the subject matter contained herein and therein and supersede all prior written or oral agreements between said parties with respect to said subject matter In the event of any conflict between the provisions of this Lease and the provisions of the PPA, the provisions of the PPA shall govern and control 25. Further Assurances. Upon the receipt of a written request from the other party, each Party shall execute such additional documents, instruments and assurances and take such additional actions as are reasonably necessary to carry out the terms and intent hereof Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this section At the request of Lessee, Lessor agrees to execute and deliver in recordable form, a memorandum of this Lease for recording in the title records of the county where the Premises are located or other applicable government office 26 Estoppel Either Party hereto, without charge, at any time and from time to time, within five (5) business days after receipt of a written request by the other party hereto, shall deliver a written instrument, duly executed, certifying to such requesting party, or any other person, firm or corporation specified by such requesting party. (a) That this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification, (b) Whether or not to the knowledge of any such party there are then existing any 65 offsets or defenses in favor of such party against enforcement of any of the terms, covenants and conditions of this Lease and, if so, specifying the same and also whether or not to the knowledge of such party the other party has observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same, (c) The dates to which amounts due have been paid, and (d) Such other information as may be reasonably requested by a Party hereto Any written instrument given hereunder may be relied upon by the recipient of such instrument, except to the extent the recipient has actual knowledge of facts contained in the certificate 27. Conflict of Interest. This Lease is subject to Section 38-511, Arizona Revised Statutes [signature page to follow] 66 IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written Lessor: The City of Apache Junction, AZ By Name. Title- Lessee Siemens Industry, Inc , a Delaware Corporation By Name. Title 67 Site Lease Agreement EXHIBIT A Description of Premises The System will be constructed and operate within the property of the City of Apache Junction onthree locations • The City Hall Complex Parking Lot-300 E Superstition Blvd x -� �; P ` � w _LiL_+.1 iii %. ,t t . .,..,, , .4.:i - Ali' f 1 , t; -7 .4..- --- -- . - ,,,,,&• E rt a `, r +ems ga pBlvd • Parcel No 100-01-003A,Sec 16-T1N-8E,Pmal County,AZ • Site Address 300 E Superstition Blvd,Apache Junction,AZ 85119 • PV Solar System Size 300-96252 kW DC PV Solar System to be mstalled in the area shown by black circle Covered parking structures with Solar panels mounted on top • The northeast Library Parking Lot 1177 N Idaho Road Ng? , '-' 4# ' ' a. ON • Parcel No 100-01-003A,Sec 16-TIN-8E,Pmal County,AZ • Site Address. 1177 N Idaho Road,Apache Junction,AZ 85119 I • PV Solar System Size 295 2252 kW DC • PV Solar System to be installed m the area shown by black circle Covered parking structures with Solar panels mounted on top 68 ip ON V. r t'• The Multi-Generational Center Parking Lot 1035 N Idaho Blvd 11 _a 10 ♦a ' .1. 1 K 1 1 y} te -' :. b } i.k • o Parcel No 100-01-003A,Sec 16-T1N-8E,Pmal County,AZ o Site Address 1035 N Idaho Road,Apache Junction,AZ 85119 o PV Solar System Size 161 28 kW DC o PV Solar System to be mstalled in the area shown by black circle Covered parking structures with Solar panels mounted on top 69 i SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT D SYSTEM DESCRIPTION 70 Ask oft. CITY OF APACHE JUNCTION SOLAR ENERGY POWER PURCHASE AGREEMENT Exhibit D-System Description The System will consist of the following components to be installed on the Premises. 1 The System will have approximately 757 665 kW DC photovoltaic panels (pending final design) installed on the carport structures located in the parking lot areas near the City Hall Complex,the Library, and Multi-Generational Center 2 The System will have one(4-4) 10250 kW and three (31) 135 kW Satcon PowerGate Plus Inverters (pending final design), and associated combiner boxes 3 The System will have the capability to capture its operational data through the installation of three (3) revenue grade meters (pending final design). 71 SOLAR ENERGY POWER PURCHASE AGREEMENT EXHIBIT E (FORM OF) CERTIFICATE OF COMMERCIAL OPERATION 72 SIEMENS Siemens Industry, Inc., Building Technologies Division CERTIFICATE OF COMMERCIAL OPERATION Solar Energy Power City of Apache Junction and Purchase Siemens Industry, Inc Agreement Agreement Date All terms undefined herein shall be defined as in the Solar Energy Power Purchase Agreement dated as of , 2012, by and between Siemens Industry, Inc and the City of Apache Junction On this day of , 20 the Seller hereby by certifies that (a) the nameplate capacity of the Project has been constructed, commissioned and tested, (b) Customer has obtained all necessary rights under the interconnection agreement for the interconnection and delivery of the Metered Output (as defined in the PPSA)to the Delivery Point, and (c) Seller is capable of making available Metered Output from the Project to the Delivery Point hereby establishing this date as the Commercial Operation Date Seller: Siemens Industry, Inc Authorized Signature: Printed or Typed Name: Title: Acknowledged and Received Customer. City of Apache Junction Authorized Signature• Printed or Typed Name: Title: 73 ..\ SOLAR AGREEMENT ITEM #I (9) (JULY 17, 2012 REGULAR SESSION) OPTIONS A. I MOVE THAT THE SOLAR ENERGY POWER PURCHASE AGREEMENT BETWEEN THE CITY AND SIEMENS INDUSTRIES AND THE CORRESPONDING COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT BETWEEN SALT RIVER PROJECT, SIEMENS INDUSTRIES AND THE CITY, AND THE SITE LEASE AGREEMENT BETWEEN THE CITY AND SIEMENS INDUSTRIES AND ANY RELATED DOCUMENTS NOT BE AUTHORIZED BY THE MAYOR AND CITY COUNCIL. B I MOVE THAT THE SOLAR ENERGY POWER PURCHASE AGREEMENT BETWEEN THE CITY AND SIEMENS INDUSTRIES AND THE CORRESPONDING COMMERCIAL SOLAR ENERGY PROGRAM SUPPLEMENT BETWEEN SALT RIVER PROJECT, SIEMENS INDUSTRIES AND THE CITY, AND THE SITE LEASE AGREEMENT BETWEEN THE CITY AND SIEMENS INDUSTRIES AND ANY RELATED DOCUMENTS BE AUTHORIZED WITH THE FOLLOWING STIPULATIONS. ROLL CALL VOTE NOTES fi) liv,,,)/ 9),,y, f,, ........ , 9), ii ,.7 1 (v ITEM # q MEETING F MOTION BY: V *Ai'j SECONDED BY: ES NO ABSTAINED VICE MAYOR DIETZ COUNCILMEMBER WILSON COUNCILMEMBER BARKER COUNCILMEMBER SERDY I/ COUNCILMEMBER EVANS // COUNCILMEMBER WALDRON l sh0o0NittsALACO UNANIMS IN FAVOR OPPOSED ABSTAINED TOTAL V *t. k 0) ,61) (1 ) y 09,) ITEM NO. 9 Our apologies, but lack of information did not allow us to provide you with a suggested motion IR AC HF�G y„. City of Apache Junction U Hone of the .S iipen•titiorz Mountains 4Pizari* Print TO: City Manager's Office FROM: Kathy Connelly, City Clerk DATE: July 17, 2012 Agenda Type : Regular Agenda Council Priority Focus Area: Required by Federal Law or State Statute TITLE OF AGENDA ITEM: APPOINTMENT TO FILL VACANCY ON THE PUBLIC SAFETY PERSONNEL RETIREMENT BOARD ACTION REQUESTED: Recommendation for Approval DISCUSSION / BACKGROUND INFORMATION: This vacancy must be filled by an employee of the Apache Junction Police Department who is also a member of the Public Safety Personnel Retirement System. The term will expire October 31, 2014 FISCAL IMPACT: OPTIONS/ALTERNATIVES: PECOMMENDATION: ATTACHMENTS: Click to download No Attachments Available ROLL CALL VOTE NOTES: p e \‘, Iv i 54y\ ! � J . 0 I 11 ITEM # MEET! G OF \t` MOTION BY: SECONDED BY /YES NO ABSTAINED COUNCILMEMBER WILSON of COUNCILMEMBER SERDY COUNCILMEMBER WALDRON VICE MAYOR DIETZ14/ COUNCILMEMBER BARKER V COUNCLMEMBER EVANS ki S O 1 UNANIMO S IN FAVOR OPPOSED ABSTAINED TOTAL IOW Aft. AM.Fak ITEM NO. 10 I MOVE THAT TROY MULLENDER BE APPOINTED TO THE PUBLIC SAFETY PERSONNEL RETIREMENT BOARD AS A POLICE DEPARTMENT REPRESENTATIVE WITH A TERM TO EXPIRE OCTOBER 31, 2014 O� PgACHE✓Gyp = Z City olApathe Junction Home of`the .S upe1s/item .l'loitiltains 4pizoN* Print TO: City Manager's Office FROM: Kathy Connelly, City Clerk DATE: July 17, 2012 ,..genda Type : Regular Agenda Council Priority Focus Area: Required by Federal Law or State Statute TITLE OF AGENDA ITEM: ACCEPTANCE OF RESIGNATION OF CONRAD PISINSKI FROM THE SUPERSTITION MOUNTAINS COMMUNITY FACILITIES DISTRICT BOARD OF DIRECTORS, DIRECTION TO STAFF ON FILLING THE VACANCY ACTION REQUESTED: Direction to Staff DISCUSSION / BACKGROUND INFORMATION: This item allows council to accept Mr. Pisinski's resignation and to instruct staff on the process for filling the vacancy FISCAL IMPACT: Budgetary Approval Not Required OPTIONS/ALTERNATIVES: RECOMMENDATION: .ccept resignation; direct staff on manner of filling the vacancy. ATTACHMENTS: Click to download No Attachments Available Ask ROLL CALL VOTE ` pr NOTES . kt tif\ Wr' .it! \ ft) v,,,A,' , --i\o \ ITEM # MEETING OF 1 \Apr' (.1)1 MOTION BY y' SECONDED BY YES NO ABSTAINED COUNCILMEMBER EVANS COUNCILMEMBER BARKER if/ VICE MAYOR DIETZ COUNCILMEMBER SERDY f COUNCILMEMBER WILSON 1/ UNANIOUS IN FAVOR OPPOSED ABSTAINED TOTAL U ••• ITEM NO. 11 I MOVE TO ACCEPT THE RESIGNATION OF CONRAD PISINSKI FROM THE SUPERSTITION MOUNTAINS COMMUNITY FACILITIES DISTRICT BOARD OF DIRECTORS; AND I FURTHER MOVE THAT THE FOLLOWING DIRECTION BE GIVEN TO STAFF REGARDING FILLING THE VACANCY. .... ROLL CALL VOTE NOTES e 4. 9' ITEM # ` , MEETING OF MOTION BY: OF-N.1 1) • SECONDED BY YES NO ABSTAINED COUNCILMEMBER WALDRON i COUNCILMEMBER EVANS V7/ COUNCILMEMBER SERDY V COUNCILMEMBER BARKER i//./ COUNCILMEMBER WILSON VICE MAYOR DIETZ V' (MAY0-17INIS*L-ACQ UNANIMOU IN FAVOR OPPOSED ABSTAINED TOTAL JIM ITEM NO. 12-13 I MOVE THAT AN EXECUTIVE SESSION AT 5.45 P M AND A WORK SESSION AT 7.00 P M BE HELD ON MONDAY, AUGUST 6, 2012, IN THE CITY COUNCIL CONFERENCE ROOM AND CITY COUNCIL CHAMBERS RESPECTIVELY, AND THAT AN EXECUTIVE SESSION AT 5.45 P M BE HELD ON TUESDAY, AUGUST 7, 2012 IN THE CITY COUNCIL CONFERENCE ROOM ADJOURNMENT: I MOVE THAT THE MEETING BE ADJOURNED AT P.M. .. ROLL CALL WS41 �U 1 REG/i ll 1� SPEC CITY COUNCIL P / A P / A / P I A MAYOR INSALACO l/ VICE MAYOR DIETZ V COUNCILMEMBER BARKER V V COUNCILMEMBER EVANS V COUNCILMEMBER SERDY t/o V' COUNCILMEMBER WALDRON t / COUNCILMEMBER WILSON V Vf TOTAL ` I CITY STAFF: 1 ' �I�•( 1 11 City Manager George Hoffman 'W NO Assistant City Manager Bryant / Powell V V City Clerk Kathleen Connelly V City Attorney Joel Stern il Public Safety Director Jerald Monahan 44/11( Interim Public Works Director/ '` City Engineer Giao Pham Parks & Recreation Director Jeff Bell Library Director Spencer Paden Finance Director Donna Meinerts Development Svcs Director Brad Steinke Human Resources Director Liz Riley Economic Development Director Steve Filipowicz Assistant to the City Manager / � Matt BusbyKti," 9.AilK / OTHERS: Lif JA , Ai r tic0) (3t6 g 4pA-1. Id r , ii)-0) fli i ofi \ q , Date: -)( I-7 LLL, CITY OF APACHE JUNCTION Please select an option• REQUEST TO SPEAK FORM Item No. OR Call to The Public (One Form Per Item Please fill out completely and return to the City Clerk prior to the conclusion of the City Manager's Report portion of the agenda. Do you wish to speak before Council on this item? Yes❑ No❑ Only If Necessary ❑ ❑ I am in favor of the proposed Item. ❑ I am opposed to the proposed Item. Name (Print) Z7 L- / /9 v L� *La--3\-frtgAt 4--2- 3r ( 7 Address City Zip Code L1I0- zYE- ) 1 'T Telephone Email address This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council when called up to speak at the podium. Note: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit. Consent for Minor to be Audio and/or Video Recorded: I, , as the parent/guardian of (minor(s)), a minor(s), agree to allow said minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting I further understand that this activity may be audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the likelihood that their image will appear on cable TV and the internet video stream showing their participation Signature of Parent/Guardian Date 02/23/12 Date: <-r (/7 ) CITY OF APACHE JUNCTION Please select an option: REQUEST TO SPEAK FORM Item No. OR Call to The Public (One Form Per Item) Please fill out completely and return to the City Clerk prior to the conclusion of the City Manager's Report portion of the agenda. Do you wish to speak before Council on this item? Yes❑ No❑ Only If Necessary ❑ ❑ I am in favor of th proposed Item. ❑ I am opposed to the proposed Item. IS" 47 fr-s Name (Print) Address City' Zip Code VY° - 751p <-_-/ 4 vs.-13Q e, Ark V , A.24 Telephone Email address This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council when called up to speak at the podium. Note• Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit. Consent for Minor to be Audio and/or Video Recorded. , as the parent/guardian of (minor(s)), a minor(s), agree to allow said minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting I further understand that this activity may be audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the likelihood that their image will appear on cable TV and the Internet video stream showing their participation Signature of Parent/Guardian Date 02/23/12