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DRAFT PPA Termsheet The followin� points are intended as the framework for further ne�otiations between Sundial its financial partner and the City of Roseville for development of a solar ener�y facility and Power Purchase A�reement and are not intended to be construed as a final offer bv either oa to enter into a transaction on these or anv other terms. 1. Sundial and its finance partner will design, construct, own and operate a solar electric generating facility of approximately 375 kW DC capacity at the site designated for such use by the City (the "Facility"). The Facility will be a qualifying renewable energy project under Minnesota's Renewable Energy Portfolio Standard that will include tenKsolar or comparable Tier 1 solar photovoltaic equipment mounted on the building rooftop. 2. Sundial and the City will enter into a Power Purchase Agreement (PPA) pursuant to which the Facility sells, and the City purchases, all the net electric capacity, energy_output and environmental attributes (renewable energy certificates and/or carbon credits) associated with the power that is produced by the Facility. 3. The electric power will be delivered to the City at the Point of Delivery on the Project Site to be determined by the City as part of an interconnection study to be conducted by Sundial. Sundial will make all interconnection applications with Xcel Energy on behalf of the City. 4. Sundial will provide all operation and maintenance services for the Facility at no cost to the City during the term of the PPA. When the City assumes ownership of the Facility it may contract with Sundial for these services. Sundial will provide an energy guarantee to the City as part of its O&M contract. 5. The term of the PPA will be 20 years from the date that Commercial Operation begins, estimated to be May 15, 2016. The City will provide information and assist Sundial as may be requested to finalize the terms for permanent financing and such other development or construction financing as may be required to complete and operate the Facility. 6. The price for the electric power capacity, energy output and environmental attributes produced and delivered to the City shall be .09 cents per kilowatt- hour for the initial 12 months of commercial operation and will escalate at a rate of three-and-one-half percent (3.5%) a year for each 12-month period thereafter. 7. Sundial will be responsible for securing all necessary air, water and other environmental permits required by the Facility by state or local agencies, as well as all land use approvals required for operation of the Facility. 8. Sundial shall be entitled to any contingency financing that is budgeted but is not used for design and construction of the Facility. 9. As a provision of a final PPA, Sundial and its financial partner will include an option for the City to purchase the Facility at any time after five (5) years of commercial operation, including all rights related to interconnection and related agreements. The price for such purchase will be based on five percent (5%) of the Facility's actual Fair Market Value. In the