Dear School Administrator,

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1 Dear School Administrator, SRP is proud to announce the launch of 51W Community Solar a pilot program that allows all K-12 public schools in SRP service territory to purchase energy attributable to an East Valley 20MW solar power plant, at a fixed price of $0099 per kwh, for a period of 10 years. Additionally, participating school districts will receive access to solar educational materials, including a web portal, for solar power plant data. To ensure all school districts have an equal opportunity to access this pilot program, an allocation process will be used. The actual allocation available to each school district will be determined by the number of districts participating in the program. For instance, if all districts participate, each district could sign-up to receive approximately 4-5% of their annual energy from the SRP Community Solar program. If some districts decide not to participate, their allocated amounts will be split up among the participating districts, increasing the amount of energy available. Participation in SRP Community Solar is limited and therefore SRP is requesting an expression of interest from those school districts interested in participating. Attached please find a sample agreement that covers the details and terms of the program. The solar power plant is planned to be online in mid 2011 and participation in the program would begin at that time. Please review the agreement and respond if your district is interested in participation with the attached Expression of Interest form. The expression of interest form will not bind a school district to participate, but will be used to determine the maximum allocation for each school district. Once the allocations are determined, participating districts will sign an agreement detailing which SRP accounts will participate and the capacity for each account. Unused allocations may be available to other districts after the initial sign-up period is complete. The Expression of Interest Form for SRP Community Solar is due no later than 5pm on Friday, August 20th, The available allocations and sign-up documentation will be sent via to interested districts in early September. Please feel free to contact me with any questions or for more information at or by at Charlie.Gruber@srpnet.com. Sincerely, Charlie Gruber Key Account Manager Charlie.Gruber~srpnet.com

2 SRP Community Solar Program Expression of Interest Form School District Administrative Contact Contact Phone Contact Yes, my school district is interested in participating No, my school district is not interested in participating Please return this form by 5pm, Friday, August 20th, 2010 to mail to: Charlie Gruber SRP / Mail Stop 15B231 PD Box Phoenix, AZ Comments:

3 COMMUNITY SOLAR PARTICIPATION AGREEMENT THIS COMMUNITY SOLAR PARTICIPATION AGREEMENT (this Agreement ) is executed and delivered as of, 20_, by and between Salt River Project Agricultural Improvement and Power District, an agricultural improvement district organized and existing pursuant to the laws of the State of Arizona ( SRP ), and ( Customer ), and defines the Customer s participation in SRP s Renewable Energy Services Rider Program (the Rider ). RECITALS A. SRP purchases all of the energy, capacity and Environmental Attributes (as defined below) generated by a nominal 20 MW photovoltaic generating facility located at B. Customer desires to support the development of renewable energy by subscribing to a portion of the capacity and related energy attributable to the Facility in accordance with the terms of the Rider and this Agreement. AGREEMENT. NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable considei~ation, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Customer Elects the Rider. Customer purchases its energy from SRP pursuant to one or more qualifying price plans ( ~Price Plans ) and hereby elects and agrees to be bound by the terms of the Rider as supplemented by this Agreement with respect to the Account(s) shown in Exhibit A (the Customer Account(s) )~ A copy of the Rider is attached to this Agreement as Exhibit B and is incorporated by reference. J~f there is any conflict between a provision in this Agreement and the Rider, the provision in this Agreement shall control. 2. Limits of Participation. The amount of the capacity of the Facility that Customer may purèhase under the Rider for each Customer Account is capped at the lower of (i) 35% of Custother s peak demand for the Customer Account, or (ii) 300 kw-dc. Customer s peak demand: for. the Customer Account is determined by reference to the highest kilowatt usage reading iii the current billing period or the preceding 15 billing periods (on-peak, off-peak, or shoulder peak), whichever is greater. Customer must subscribe to a minimum of 30 kw-dc of capacity per Customer Account. 3. Customer Commitment. Customer agrees to subscribe for the capacity (the Nominal Capacity ) for each Customer Account as specified in Exhibit A, which Nominal Capacity is equal to the percentage of the capacity of the Facility also specified in Exhibit A (the Customer Account Attributed Percentage ). 4. Pricing. SRP shall sell and Customer shall purchase energy at the fixed rate of $0.09/kWh for all energy attributable to the Customer Account Attributed Percentage for the relevant Customer Account. Fixed Customer charge components and other non-fuel charges remain in effect. Supplemental power and energy will be purchased by Customer under its 1

4 applicable Price Plan. Customer understands that participating in the program offered in this Agreement may cause Customer to be ineligible to participate in certain SRP Price Plans. 5. Excess Energy. Customer shall be obligated to purchase all of the energy attributable to the Customer Account Attributed Percentage for the each Customer Account regardless of Customer s actual demand with respect to the applicable Customer Account. Any energy attributable to a Customer Account under this Agreement in excess of Customer s demand for the relevant Customer Account during any applicable billing period will be sold back to SRP under SRP s Buyback Service Rider (if the Nominal Capacity is greater than 100 kw AC) or the Renewable Net Metering Rider (if the Nominal Capacity is less than or equal to 100 kw-ac), as applicable. For the purposes of this Agreement, I kw-dc is equivalent to a Nominal Capacity of kw-ac. 6. Term. The term of this Agreement and Customer s..participation wi.th:respect to the Customer Account(s) in the Rider shall commence on (the Commencement Date ), and continue for a period of 10 years (the Term ). Customer may terminate this Agreement with respect to any Customer Account at any time after the fifth anniversary of the Commencement Date by providing SRP with 30 days prior. written notice. If Customer elects to terminate this Agreement prioi to the end of the Teim, the Customer Account(s) affected shall not be eligible to again paiticipate in any ienewable energy incentive program offered by SRP until the day following the tenth anniveisaiy of the Commencement Date 7. Portability. If a Customer Account participating in this Rider is closed prior to the fifth anniversary of the Commencement Date, Customer shall transfer the subscribed Nominal Capacity under this Agreement to another account in which is eligible to participate in the Rider and is reasonably acceptable to SRP; if a Customer Account participating in this Rider is closed after the fifth anniversary of the Commencement Date, the Customer may elect to move to subscribed Nominal Capacity to another eligible account reasonably acceptable to SRP or terminate this Agreement, such termination Subject to the conditions of Section 6 above. Except as provided in this Section, the subscribed for Nominal Capacity may not be transferred to another account-without SRP s prior written consent, which consent may be withheld in SRP s sole discretion. - ~8. No Guaranty of Output. Customer understands and agrees that by participating in the Rider Customer is electing to purchase the energy output of the Customer Account Attributed Percentage. Customer further understands and agrees that the amount of energy generated by the Facility, if any, is variable depending on a number of factors including, but not limited to, weather, ambien~tethperature, and scheduled or unplanned outages. SRP does not guarantee that any minimum quantity of energy will be produced by the Customer Account Attributed Percentage. Customer shall receive its pro rata share of any energy produced by the Facility on an equal basis with all other participants in the Rider and SRP. If SRP s right to purchase energy from the Facility is terminated for any reason, SRP may terminate this Agreement by providing written notice to Customer. 9. No Other Programs. Customer Accounts participating in the Rider shall not be eligible to participant in any other solar energy incentive program offered by SRP during the Term. Any Customer Account that has previously received a solar energy incentive payment from SRP is prohibited from participating in the Rider. 2

5 10. Environmental Attributes. SRP will retain all of the Environmental Attributes and Environmental Attribute Reporting Rights associated with the energy produced by the Facility. As used in this Agreement, (i) Environmental Attributes means any and all presently existing or created in the future credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Facility, the production of electrical energy from the Facility and its displacement of conventional energy generation, including (a) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; and (b) any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential thieat of alteiing the Eaith s climate by tiapping heat in the atmosphere and (ii) Environmental Attnbute Repoiting Rights means the right of a paity to report the ownei ship of accumulated Environmental Attributes in compliance with federal ôtstate law, if applicable, and to a federal or state agency or any other party, and include reporting rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present orfuture federal, state, or local law, regulation or bill, and national, regional, international or foreign emissions trading programs. By execution of this Agreement and participation in th& Rider, Customer shall not receive any interest in any Envuonmental Attributes oi Environmental Attribute Reporting Rights 11. Rules and Regulations. Service under this Agreement is provided in accordance with the terms of SRP s Rules and Regulations, as they may be amended from time to time. 12 Miscellaneous This Agieement, the Price Plans and any applicable Rideis shall constitute the entire agreement between thb parties and supersede all prior contracts or understandings. This Agreement may not be modified except by written agreement executed by both parties. Customer shall not assign this Agreement without SRP s prior written consent, which consent shall not be unreasonably withheld. This Agreement may be executed in multiple copies, and each such copy shall be deemed an original copy of this Agreement The headings and titles of this Agreement are not a pait of the Agreement and shall have no effect upon its construction or interpretation. This Agreement shall be interpreted, governed by, and construed in accordance with U,e substantive and procedural laws of the State of Arizona, without regard to conflicts of law principles The paities agree that any action, suit oi proceeding arising out of or in aft3 Way connected with, this Agreement, shall be initiated and prosecuted in a state or federal court of competent jurisdiction located in Maricopa County, Arizona, and the parties intvocably submit to, the jurisdiction and venue of such court. To the fullest extent permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury and covenants and agrees that it will not request a trial by jury with respect to any legal proceeding arising out of or in any way connected with this Agreement. [SIGNATURES ARE ON THE FOLLOWING PAGE] 3

6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. Salt River Project Agricultural Improvement and Power District By: Its: By: Its: 4

7 EXHIBIT A Customer Account Nominal Capacity Customer Account Attributed Percentage 5

8 EXHIBIT B RENEWABLE ENERGY SERVICES RIDER 6