GSARFIDraftTerm Sheet.doc

GSA Project Term Sheet Power Sales Agreement October 2011

Buyer:

U.S. General Service Administration (GSA) Seller:

Transaction Type:

Firm delivery energy, capacity and environmental attributes at fixed and variable price defined herein.

Unit Description:

Seller installed ___ MW _______________________ generation plant at Seller’s ____________ site.

Delivery Point:

______ interconnection to ____ transmission (specific definition TBD / will evaluate alternatives). Seller will be responsible for providing interconnection at Delivery Point per _________ specifications.

Energy Quantity:

___ MW ATC, firm delivery and all associated attributes, including capacity and renewable.

Term:

10 years beginning 24 months or less after execution of final contract. Seller may delay start time up to 12 months to accommodate unexpected construction delays with 6 months prior notice. If start is delayed the contract term shall extend by delay time.

Compensation:

Buyer pays Seller Fixed Monthly Payment for capacity as defined herein plus Variable Monthly Payments for energy and applicable renewable credits for all Energy Quantity delivered to the Delivery Point. Buyer will pay Seller the sum of Fixed Monthly Payment and Variable Monthly Payment.

Fixed Monthly Payment:

The then current _____ daily capacity (UCAP) price for ____ Zone x days in month x ___ MW.

Variable Monthly Payment:

___ MW x hours in month x $___/MWh.

Availability:

_____ will maintain the system availability per mutually agreed specifications and will be supported by manufacturers’ warranties.

Termination:

N/A Credit:

Each party shall maintain credit acceptable to the other to secure their respective obligations and exposures. Seller will maintain sufficient project equity and liquid reserves necessary to secure its delivery obligations as defined by Buyer. Both Buyer and Seller agree to post appropriate security upon request of other party to secure either party’s credit exposure to the other. All credit standards are subject to change and will be based upon commercially reasonable and industry standards.

Miscellaneous:

Fixed Monthly Payment is payable in arrears by the 10th business day of the following month by wire transfer to Seller specified account.

Variable Monthly Payment is payable in arrears by the 10th business day of the following month by wire transfer to Seller specified account.

Liquidated damages for failure to deliver or receive applicable to both parties. Each party will use best efforts to mitigate any potential liquidated damages.

10 day cure period for breach of contract.

Disclaimer:

This term sheet is for discussion purposes only and does not represent a contract or offer to contract. Any contract must be duly approved by each party and is subject to credit approval of both parties. Any prices quoted herein are subject to change based on market conditions until a binding Letter of Intent or final contract is executed.