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6 Title Page Southern California Edison Company Tariff Title: Transmission Owner Tariff Tariff Record Title: Service Agreement No. 141 FERC FPA Electric Tariff LETTER AGREEMENT FOR INCREASED SCOPE OF WORK AND COSTS FOR KINGBIRD SOLAR PROJECT INTERCONNECTION FACILITIES BETWEEN SOLAR STAR CALIFORNIA XX, LLC AND SOUTHERN CALIFORNIA EDISON COMPANY PROJECT: KINGBIRD SOLAR PROJECT (ISO QUEUE POSITION 408) Contract Effective Date: 05/23/13 Tariff Record Proposed Effective Date: 05/23/ Version Number: TOT341 Option Code: A

7 May 21, 2013 Mr. Paul Caudill President Solar Star California XX, LLC 1850 N. Central, Suite #1025 Phoenix, AZ Dear Mr. Caudill: The parties to this Letter Agreement for Increased Scope of Work and Costs for Kingbird Solar Project Interconnection Facilities ( Agreement ) are Solar Star California XX, LLC ( Solar Star or Interconnection Customer ) and Southern California Edison Company ( SCE ). Solar Star, SCE and the California Independent System Operator Corporation ( CAISO ) executed a Large Generator Interconnection Agreement ( LGIA ) on November 8, 2011, designated as Service Agreement No. 110 under SCE s Transmission Owner Tariff. All capitalized terms used in this Agreement, and not otherwise defined herein, shall have the meaning ascribed to those terms in the LGIA. Solar Star and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties. The LGIA sets forth, among other things, the scope of work and the estimated cost to engineer, design, construct and install the Participating TO s Interconnection Facilities. The scope of work was based on the assumption that SCE would install all Participating TO Interconnection Facilities as described in Section 1(b) of Appendix A to the LGIA. The initial estimated cost for these anticipated facilities was $3,349,000, plus an ITCC of $1,172,150. Final engineering and design of the Participating TO s Interconnection Facilities indicates that the following equipment will be required to complete the needed Participating TO s Interconnection Facilities: four additional steel lattice tower structures (four total), one dead end rack structure (one total), three additional spans of conductor and fiber optic cable (five total), plus associated hardware assemblies and insulators, as well as the equipment at Whirlwind Substation and at the generation facility site. The revised total cost estimate for the Participating TO s Interconnection Facilities is $5,473,000, plus an ITCC of $1,915,550. In order for SCE to continue work under the terms of the LGIA, including but not limited to scheduled progress and completion dates, SCE must collect the additional amount of $2,124,000 from Solar Star as payment for the cost of the additionally required Participating TO s Interconnection Facilities. The Parties expect that, pursuant to its terms, the appendices to the LGIA will be revised to reflect actual costs after completion of construction of the Participating TO s - 1 -

8 Interconnection Facilities. In the interim, the Parties desire to enter into this Agreement for the limited purpose of providing for additional payment to reflect the revised scope of work and cost, as follows: 1. Interconnection Customer shall submit to SCE $2,124,000 as an additional amount towards the Interconnection Facilities Payment. The additional amount shall be submitted in two payments with an initial payment of $1,062,000 due 30 days after execution of this Agreement followed by a second payment of $1,062,000 due 60 days after execution of this Agreement. 2. By executing this Agreement, Interconnection Customer agrees to the revised scope of work described above as if such scope of work and costs are already reflected in the LGIA. Nothing herein is intened to amend or modify the terms and conditions of the LGIA. 3. If the Interconnection Customer s payments are not received by the due dates specified above, then SCE will cease work on the additional scope of work until the matter is resolved. 4. The final scope of work and actual cost for the Participating TO s Interconnection Facilities shall be reflected in a revision to the LGIA after all construction under the LGIA and this Agreement is complete. 5. This Agreement shall terminate on the earliest of the following to occur: (i) notice by SCE to Interconnection Customer that this Agreement is not accepted for filing by FERC as executed, in such case SCE shall refund to Solar Star all funds that were received pursuant to this Agreement; (ii) termination of the LGIA; or (iii) the effective date of the revision to the LGIA addressed in Section 4 above reflecting the final scope of work and actual cost for the Participating TO s Interconnection Facilities. In the event of termination of this Agreement due to termination of the LGIA, SCE will include any work completed prior to such termination under the additional scope of work provided for in this Agreement and payment shall be made by Interconnection Customer on the invoice provided to Solar Star in accordance with Article 2.4 of the LGIA. Solar Star will not protest the inclusion of such work in the invoice. 6. No Party shall be considered to be in breach with respect to any obligation hereunder, other than the obligation to pay money when due, if prevented from fulfilling such obligation by Force Majeure. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Force Majeure shall give notice and the full particulars of such Force Majeure to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Section shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the - 2 -

9 Force Majeure occurred and when the Force Majeure is reasonably expected to cease. The Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance. 7. Each Party shall at all times indemnify, defend, and hold the other Party harmless from any and all damages, claims, expenses, penalties, and costs arising out of or resulting from that Party s breach of its obligations under this Agreement, except damages, claims, expenses, penalties, and costs arising from gross negligence or intentional wrongdoing by the indemnified Party. 8. In no event shall any Party be liable under any provision of this Agreement, or under any legal or equitable theory or claim for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services. 9. This Agreement, including any changes to the scope of work or costs set forth in this Agreement may not be modified without a written amendment executed by both Parties. 10. This Agreement constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 11. Any waiver at any time by either Party of its rights with respect to a breach by the other of its obligations under this Agreement shall not be deemed a waiver with respect to any other breach or other matter arising in connection therewith. Any delay, with the exception of the statutory period of limitation in assessing or enforcing any right, shall not be deemed a waiver of such right. 12. The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party s express written consent

10 13. The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 14. This Agreement shall be interpreted by and in accordance with the laws of the State of California, without regard to the principles of conflict of laws thereof, or the laws of the United States, as applicable, as if executed and to be performed wholly within the United States. 15. This Agreement shall be binding upon the Parties and their successors and assigns. No Party shall assign this Agreement without the other Party s prior written consent, which shall not be unreasonably withheld. 16. SCE will promptly file this Agreement for acceptance by FERC and request expedited approval due to the Participating TO s Interconnection Facilities being in the construction phase pursuant to the LGIA and the Parties agreement on the revised scope of work and associated additional cost. Solar Star shall take all actions as may reasonably be requested by SCE to support acceptance of this Agreement as filed, including waiver of any necessary filing and notice requirements. The FERC filing of this agreement will include a statement stating that Solar Star has authorized SCE to state that Solar Star is supportive of the filing. 17. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but shall be construed in the manner that most accurately reflects the Parties intent as of the date they executed this Agreement. 18. This Agreement shall become effective on the date that it is executed by both Parties. If SCE does not receive the fully executed Agreement within thirty (30) Calendar Days of Interconnection Customer s receipt of this Agreement, then this Agreement will be of no effect. SCE will not stop work during the time intervening between execution of this Agreement and its acceptance by FERC SOUTHERN CALIFORNIA EDISON COMPANY By_/s/ Kevin Payne Kevin Payne Vice President, Engineering & Technical Services - 4 -

11 Agreed to this 23 day of May, 2013 Solar Star California XX, LLC By _/s/ Paul Caudill Paul Caudill President - 5 -

ENGINEERING AND PROCUREMENT AGREEMENT

ENGINEERING AND PROCUREMENT AGREEMENT THIS ENGINEERING AND PROCUREMENT AGREEMENT ( Agreement ) is made and entered into this day of, 2009, by and between the PacifiCorp Transmission Services, ( Transmission