Approved Agreements and Contracts 2023-03-28 Sunwealth LLC Power Purchase Agreement

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                                           Power Purchase Agreement
                                                      Sunwealth LLC
                                                              And
                                                     City of Muskegon
                                               2067 Massachusetts Avenue, Suite 540

                                                       Cambridge, MA, 02140

                                                         Main: 617-752-7322




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                                             POWER PURCHASE AGREEMENT

                     This POWER PURCHASE AGREEMENT (this "Agreement") is made and entered into
             as of March [30], 2023 (the "Effective Date") by and between Sunwealth LLC, a Delaware
             limited liability company ("Seller"), and the City of Muskegon, Michigan ("Purchaser"). Each
             of Seller and Purchaser are sometimes referred to as a "Paiiy" and collectively as the "Parties."

                                                              RECITALS

                    WHEREAS, Seller intends to build, own and operate a photovoltaic solar electrical
             generation system on the Premises that is described in detail in Exhibit B (the "System," as fmiher
             defined in Exhibit A of this Agreement); and

                       WHEREAS, the Premises are owned by the City of Muskegon, Michigan ("Host"); and

                     WHEREAS, Host and Seller are patties to that certain Rooftop System Site Lease
             Agreement dated of even date herewith (the "Site Lease"), pursuant to which Host has leased to
             Seller the Premises (as defined in the Site Lease) and granted to Seller certain easements over,
             across, through, under, about and on the Premises for the installation, maintenance, and operation
             of the System;

                    WHEREAS, Seller desires to generate, sell and deliver to Purchaser, and Purchaser desires
             to purchase and receive from Seller, all electricity that may be generated by the System for the
             Term of this Agreement (as defined in A1iicle 2, below) and otherwise on the terms and subject to
             the conditions set fo1ih herein; and

                     NOW, THEREFORE, in consideration of the promises and the mutual covenants and
             agreements herein contained, and other good and valuable consideration, the receipt and
             sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

                                                              AGREEMENT

             1.        DEFINITIONS

                     1.1      DEFINITIONS AND RULES OF INTERPRETATION. Unless otherwise
             required by the context in which any term appears: (a) capitalized terms used in this Agreement
             shall have the meanings specified in this Exhibit A; (b) the singular shall include the plural and
             vice versa· (c) references to "articles" "sections" "schedules" "annexes" "appendices' or
                         '                               '             '             '           '
             "exhibits", if any, shall be to A1iicles, Sections, Schedules, Annexes, Appendices or Exhibits
             hereof; (d) all references to a paiiicular entity shall include a reference to such entity's successors
             and permitted assigns; (e) the words "herein," "hereof and "hereunder" shall refer to this
             Agreement as a whole and not to any paiiicular Article or subparagraph hereof; (f) all accounting
             terms not specifically defined herein shall be construed in accordance with generally accepted
             accounting principles in the United States of America, consistently applied; (g) the words
             "include," "includes" and "including" mean include, includes and including "without limitation;"
             (h) references to this Agreement shall include a reference to all appendices, annexes, schedules
             and exhibits hereto as the same may be amended, modified, supplemented or replaced from time
             to time; and (i) the masculine shall include the feminine and neuter and vice versa.


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             2.       INITIAL TERM; ADDITIONAL TERMS; TERMINATION; END OF TERM

                     2.1     Contract Term. The Contract Term of this Agreement shall commence on the
             Effective Date and, unless sooner terminated in accordance with the terms hereof, shall continue
             until a date that is twenty-five (25) years from the first day of the month following the month in
             which the Commercial Operation Date of the System occurs (the "Expiration Date").

                     2.2     Additional Terms. Not less than sixty (60) days before the Expiration Date of the
             then current Contract Term or Additional Term, the Parties may agree to extend the Agreement
             for up to two (2) additional terms of five (5) years each (each, an "Additional Term"). If the Parties
             agree to extend the Contract Term for an Additional Term, this Agreement shall continue in full
             force and effect pursuant to the terms and conditions set forth herein, except that the Energy Rate
             to be applicable during such Additional Term will be set at a rate that is no higher than fifteen
             percent (15%) lower than the all-inclusive average rate paid by Purchaser for electricity and
             delivery of electricity from both (if applicable) the Utility and any retail suppliers supplying
             electricity to Purchaser as of the date that the Additional Term commences (the "Utility Rate").
             The Energy Rate shall be reset on each annual anniversary of such Additional Term's Effective
             Date thereafter, based on the then-current all-inclusive rate paid by Purchaser for electricity and
             delivery of electricity.

                    2.3     Early Termination. Either Paiiy shall have the right, but not the obligation, to
             te1minate this Agreement (in whole or in part) prior to the Expiration Date only upon the
             occurrence of:

                                   (a)   an unstayed order of a court or administrative agency having the effect of
                                         subjecting the sales of Energy Output to federal or state regulation of prices
                                         and/or service;

                                   (b)   the termination of a Lease by its terms and conditions for any reason prior
                                         to the Expiration Date; or

                                   (c)   In the event that the Notice to Proceed Date has not occurred within one
                                         year of the Effective Date, either Party may terminate this Agreement upon
                                         thi1iy (30) days' written notice to the other pmiy delivered at any time prior
                                         to the actual Notice to Proceed Date; provided, however, that the foregoing
                                         date shall be extended on a day-for-day basis for any Force Majeure
                                         occurring after the Effective Date and prior to the Notice to Proceed Date.

                      2.4     End of Term. In the event Purchaser declines to exercise its Purchase Option
             provided in Article 7 of this Agreement, in connection with the final Purchase Option during the
             Contract Term, then, at least thirty (30) days before the expiration of the Contract Term, the Parties
             shall, if desired, use commercially reasonable efforts to negotiate and document an extension of
             the Contract Term.

                    2.5      Obligations upon Termination, Early Termination or Expiration. If Purchaser does
             not exercise its option to purchase the Systems pursuant to Article 7 or terminates the Agreement
             pursuant to A1iicle upon the expiration or termination of this Agreement, Seller shall remove the
             System from the Site at Seller's expense within one hundred eighty (180) days of that expiration

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             or termination. In such event, Seller shall remove the Systems and restore the Sites in accordance
             with Good Industry Practices.

                     2.6     System Removal. At the conclusion of the Contract Term, if the Purchaser does not
             exercise its right to purchase the System, or in the event the Pmiies fail to reach agreement
             regarding an extension of the Agreement, then Seller shall, within one hundred eighty ( 180) days
             after the date of expiration of the Contract Term, remove the System from the Premises, provided
             that Seller shall not be required to remove electrical wiring or infrastructure, or any portion of the
             System below grade level. Other than as specifically provided otherwise herein or in the Site Lease,
             the removal of the System shall be at the cost of Seller.

             3.       PURCHASE AND SALE OF ENERGY.

                     3 .1    Sale of Energy. Beginning on the Commercial Operation Date for the System, and
             subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser and Purchaser
             shall purchase from Seller all of the Energy, as and when the same is produced, at the Energy Price
             in effect at the time of delivery as identified in Exhibit D. Subject to any provision of this
             Agreement, Seller shall deliver the Energy to the Delivery Point, and Purchaser shall accept the
             Energy so delivered for the full Contract Term.

                                   (a)   If, for any reason, Purchaser's electric requirements are less than the
                                         System's Energy Output, Purchaser shall accept all Energy produced by
                                         System pursuant to the terms of this Agreement. To the extent permitted by
                                         law, Purchaser may deliver any excess Energy to the Utility in accordance
                                         with the Net Metering Rules or Net Metering Agreement entered with the
                                         Utility. Seller shall provide reasonable assistance to Purchaser in mrnnging
                                         and coordinating such deliveries or exchanges; provided, that Seller shall
                                         not be responsible for any necessary third-pmiy costs.

                                   (b)   To the extent that Purchaser's electricity requirements exceed the System's
                                         Energy Output, Purchaser shall purchase such excess electricity from
                                         Utility. Purchaser acknowledges that this Agreement is in no way intended
                                         to replace Purchaser's Utility electrical service. Such service shall remain
                                         Purchaser's primary source of electricity and, subject to Reliability
                                         requirements of Section 4.9, no minimum level of Energy production is
                                         guaranteed by Seller hereunder. Purchaser shall be responsible for all tariffs,
                                         applicable taxes, penalties, ratcheted demand or similar charges assessed by
                                         Utility for transmission and distribution service and other services
                                         necessary to meet its full energy requirements.

                                   (c)   The estimated production of the System is set forth in Exhibit C ("Estimated
                                         Production"). Purchaser shall be entitled to utilize the entire Energy Output
                                         of the System; provided, however, that subject to the System Reliability
                                         requirements of Section 4.9, Seller shall not be required to deliver a
                                         minimum amount, or any other specific quantity, of Energy from the
                                         System. Anything herein to the contrary notwithstanding, there is no



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                                        guarantee that Purchaser will realize any energy cost savings as result of
                                        this Agreement or the purchase of Energy from the System.

                                  (d)   Following the Commercial Operation Date, in the event the System fails to
                                        generate any Energy for ninety (90) consecutive days for reasons other than
                                        Force Majeure, system upgrades pursuant to Section 4.7, Purchaser's breach
                                        of this Agreement or Host's breach of the Site Lease (an "Unexcused
                                        Outage") then, beginning on the 91 st day and for each subsequent
                                        consecutive day of an Unexcused Outage, Seller will pay the Purchaser on
                                        a monthly basis in arrears the positive difference, if any, between the Energy
                                        Rate Purchaser would have paid for Energy Output for the System and the
                                        Utility Rate of the quantities of Energy Output that Purchaser obtains to
                                        replace the estimated energy output that would have been achieved. Utility
                                        generated electricity realized over the prior six months until the end of such
                                        Unexcused Outage. Subject to Sections 2.4 and 2.5, this Section shall be
                                        Purchaser's sole and exclusive remedy for any Unexcused Outage. In the
                                        Event the System fails to generate Energy for three hundred sixty (360)
                                        consecutive days, then either Party may terminate this Agreement upon
                                        thirty (30) days' written notice to the other Party delivered at any time prior
                                        to the date on which the System resumes generating Energy. Termination
                                        under this Section shall not constitute Early Termination or Breach on
                                        behalf of the Purchaser.

                                  (e)   THE PARTIES AGREE THAT IT WOULD BE EXTREMELY
                                        DIFFICULT OR IMPRACTICABLE UNDER THE PRESENTLY
                                        KNOWN AND ANTICIPATED FACTS AND CIRCUMSTANCES TO
                                        ASCERTAIN AND FIX THE AMOUNT OF ACTUAL DAMAGES
                                        THAT WOULD BE SUFFERED DUE TO UNEXCUSED OUTAGES,
                                        INCLUDING THOSE LASTING MORE THAN 180 DAYS.
                                        THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE
                                        AMOUNTS DESCRIBED IN SECTION 3.l(d) ARE A FAIR AND
                                        REASONABLE DETERMINATION OF THE AMOUNT OF DAMAGES
                                        WHICH WOULD BE SUFFERED BY PURCHASER FOR UNEXCUSED
                                        OUTAGES, AND THAT SUCH AMOUNTS DO NOT CONSTITUTE A
                                        PENALTY.

                      3 .2      Environmental Attributes and Incentives.

                                  (a)   Environmental Attributes. Seller shall have all right, title, and interest in
                                        and to all Environmental Attributes attributed to the System. At Seller's
                                        expense, Purchaser agrees to cooperate with Seller in any applications for
                                        Environmental Attributes related to the System.

                                  (b)   Environmental Incentives. Seller shall have all right, title, and interest in
                                        and to all Environmental Incentives attributed to the System. Any
                                        Environmental Incentive attributed to the System that is initially credited or
                                        paid to Purchaser shall be assigned by Purchaser to Seller without delay. At

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                                        Seller's expense, Purchaser agrees to cooperate with Seller m any
                                        applications for Environmental Incentives related to the System.

                                  (c)   Purchaser Assistance with Environmental Attributes and Incentives.
                                        Purchaser shall promptly assist and cooperate with Seller in acquiring and
                                        maintaining in effect all necessary permits and approvals for the System
                                        from Governmental Authorities relating to Environmental Attributes and
                                        Incentives. If informed by Seller, Purchaser shall comply with all laws,
                                        regulations and rules relating to acquiring and maintaining Environmental
                                        Attributes and Environmental Incentives. Purchaser shall deliver to Seller
                                        copies of any documentation related thereto that is required by law to be in
                                        the name or physical control of Purchaser. Seller shall reimburse Purchaser
                                        for its reasonable and necessary third-party costs incurred in relation to
                                        Purchaser's assistance with such matters.

                                  (d)   Impairment of Environmental Attributes and Incentives. Purchaser shall
                                        not take any intentional action or suffer any omission that would have the
                                        effect of reducing or impairing the value to Seller of the Environmental
                                        Attributes and Environmental Incentives. Acknowledging that Purchaser is
                                        not an expe1i in Environmental Attributes and Incentives, Purchaser shall
                                        use commercially reasonable effo1is to seek counsel and advice from an
                                        expert when engaging in any matter that could reasonable be perceived as
                                        affecting the Systems, and to promptly notify Seller of any event, action or
                                        omission that could have the effect of reducing or impairing the value of the
                                        Environmental Attributes and Environmental Incentives.            Upon the
                                        occurrence of any such event, action or omission, Purchaser shall consult
                                        with Seller as necessary to prevent reduction or impairment of the value of
                                        Environmental Attributes and Environmental Incentives.

                     3.3    Estimated Purchaser Savings. Purchaser acknowledges that the Calculation of
             Estimated Benefits is solely an estimate of the ongoing costs and benefits that Purchaser may
             anticipate. Purchaser specifically acknowledges that the Calculation is an estimate based upon
             several variables that may change, resulting in a change in the amount and nature of the benefits.

             4.       THE SYSTEM.

                     4.1      Installation, Operation, and Maintenance of the System. Seller shall be responsible
             for the installation, operation, and maintenance of the System in a manner consistent with the Site
             Lease. If the supply of Energy from the System is interrupted as a result of malfunction or other
             shutdown, Seller shall use commercially reasonable eff01is to remedy such interruption. Both
             Parties shall comply with all applicable laws and regulations relating to the operation of the System
             and the generation and sale of Energy, including obtaining and maintaining in effect all relevant
             approvals and permits.

                      4.2       Interconnection with Utility.

                                  (a)   The System will be interconnected by the Utility with the electrical grid.


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                                  (b)   RESERVED

                                  (c)   Seller shall have sole responsibility for resolving any disputes with Utility
                                        regarding the amount of energy production from the System, and shall also
                                        have sole discretion over any such resolution.

                                  (d)   Purchaser shall be solely responsible for resolving any disputes with Utility
                                        regarding the rate applied to Energy production and the amount paid by
                                        Utility to Purchaser, as defined and governed by the applicable tariff. Any
                                        conflict between the terms of this Agreement and the Tariff shall be
                                        resolved in favor of the tariff.

                                  (e)   Seller agrees and acknowledges that this Agreement represents the
                                        agreement between the Parties with respect to the interconnection of the
                                        Systems to the Purchaser's Electrical System, and for Energy to flow from
                                        the System to the applicable Point of Delivery. Seller shall, at no cost to
                                        Purchaser, apply for and pay all application fees associated with the
                                        interconnection of the System to Purchaser's Electrical System at the Site.
                                        Seller shall also be responsible to procure and pay for all equipment
                                        necessary to interconnect the System to Purchaser's Electrical System.

                                  (f)   Purchaser agrees and acknowledges that Purchaser shall be responsible to
                                        pay for costs related to the interconnection between Purchaser and the
                                        Utility's Electrical System, including (a) any upgrades to Purchaser's
                                        Premises or the Utility's distribution system that are necessary for
                                        interconnection and (b) the costs of any studies that may be required by the
                                        Utility with respect to such upgrades.

                     4.3    Maintenance of Health and Safety. Seller shall take all reasonable safety
             precautions with respect to the operation, maintenance, repair, and replacement of the System and
             shall comply with all applicable health and safety laws, rules, regulations, and permit requirements.
             If Seller becomes aware of any circumstances relating to the Premises or the System that creates
             an imminent risk of damage or injury to any Person or any Person's property (and, should
             Purchaser become aware of such circumstances, Purchaser shall promptly notify Seller with
             respect thereto), Seller shall take prompt action to prevent such damage or injury and shall
             promptly notify Purchaser. Such action may include disconnecting and removing all or a p01iion
             of the System, or suspending the supply of Energy to Purchaser.

                      4.4    Assistance with Permits and Licenses. Upon Seller's request, Purchaser shall assist
             and cooperate with Seller, to acquire and maintain approvals, permits, and authorizations or to
             facilitate Seller's compliance with all applicable laws and regulations related to the construction,
             installation, operation, maintenance, and repair of the System, including providing any building
             owner or occupant authorizations, signing and processing any applications for permits, local utility
             grid interconnection applications and utility easements, and rebate applications as are required by
             law to be signed by Purchaser. Purchaser shall also deliver to Seller copies of any necessary
             approvals, permits, rebates, or other financial incentives that are required by law in the name or


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            physical control of Purchaser. Seller shall reimburse Purchaser for reasonable and necessary third-
            paiiy costs incurred by Purchaser in relation to Purchaser's assistance with such matters.

                     4.5     Commercial Operation Date. Seller shall use commercially reasonable efforts to
             cause the installation of the System to be completed and to achieve a Commercial Operation Date
             on or before December 31, 2023 (the "Target COD"). In the event that the Systems has not
             achieved Commercial Operation Dates on or before the Target COD, the Seller will pay the
             Purchaser on a monthly basis in arrears the positive difference, if any, between the Energy Rate
             Purchaser would have paid for Energy Output for the System and the Utility Rate of the quantities
             of Energy Output that Purchaser obtains to replace the estimated energy output that would have
             been achieved" measured on a daily basis from the Target COD date until the Commercial
             Operation Date for the subject System. The Parties may agree to amend this Agreement to revise
             the Target COD (the "Revised Target COD"). In the event that the System has not achieved the
             Commercial Operation Date on or before the Revised Target COD, the Parties may, in their
             discretion, negotiate to amend this Agreement to further revise the Target COD, along with any
             other provisions of this Agreement affected by the failure to achieve the Commercial Operation
             Date on or before the Revised Target COD. Seller shall deliver notice to Purchaser (5) days prior
             to the occurrence of the Commercial Operation Date.

                                  (a)   Conditions to Commercial Operation. Seller will notify Purchaser in writing
                                        when the System has achieved Commercial Operation. This notification
                                        shall provide documented evidence of the satisfaction or occurrence of all
                                        of the conditions set f01ih in this Section 4.5 (the "Conditions") and shall
                                        include a declaration by Seller to that effect. In the event of a dispute
                                        regarding the Commercial Operation Date, such dispute will be resolved
                                        subject to Section 16.2. The Conditions are:

                                        (i)     The System is capable of delivering Energy Output to the Point of
                                                Delivery;

                                        (ii)    Seller has provided a list of the System's major equipment, showing
                                                the make, model and nameplate capacity of such equipment, and has
                                                ce1iified the nameplate capacity of the System;

                                        (iii)   The System has, if applicable, demonstrated the reliability of its
                                                communications systems; and

                                        (iv)    Seller has certified that all permits, consents, licenses, approvals,
                                                and authorizations required to be obtained by Seller from any
                                                Governmental Authority or Utility to operate the System in
                                                compliance with applicable law and this Agreement have been
                                                obtained and are in full force and effect and that Seller is in
                                                compliance with the terms and conditions of this Agreement in all
                                                material respects.




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                    4.6     Notice of Damage. Purchaser shall promptly notify Seller of any physical
             conditions or other circumstances of which Purchaser becomes aware that indicate there has been
             or might be damage to or loss of the use of the System or that could reasonably be expected to
             adversely affect the System. Failure to provide notice under this Section 4.6 shall not be a material
             breach of this Agreement.

                    4. 7    System Upgrades. At any time, following notice to Purchaser, Seller may upgrade
             the System; provided that the upgraded System complies with this Agreement and applicable laws
             and, provided further, that if any System upgrade would increase the annual Estimated Production
             by more than ten percent (10%) percent, then Seller shall obtain Purchaser's prior written consent
             before performing the System upgrade. In order to perform any System upgrades, Seller may
             disconnect the System and interrupt Energy deliveries, provided that Seller shall complete such
             upgrades and re-connect the System within 180 days of commencing the upgrades.

                     4.8     Site and System Maintenance and Repair. Site System Maintenance and Repair
             obligations are detailed in the Site Lease.

                     4.9     System Reliability. Beginning on the Commercial Operation Date, and continuing
             through the end of the Term, the System's Energy Output capacity shall be not less than eighty-
             five percent (85%) of the Estimated Production identified in Exhibit B (the "Guaranteed Minimum
             Generating Capacity"), as measured over any three (3) consecutive Commercial Operation Years
             (the "Energy Measurement Period"), for any reason other than (i) Purchaser's breach of its
             obligations under this Agreement or the Lease, (ii) a System upgrade or Downgrade that has been
             agreed to in writing, or (iii) a Force Majeure event. In the event the Energy Output delivered to
             Purchaser over any Energy Measurement Period is less than the Guaranteed Minimum Generating
             Capacity for such period, then Seller shall, within fifteen (15) days following the end of such
             Energy Measurement Period, pay to Purchaser an amount equal to the product of (A) the difference
             between the Guaranteed Minimum Generating Capacity and the actual Energy Output delivered,
             and (B) the difference, if any, between Purchaser's average Utility Rate over such Energy
             Measurement Period minus the applicable Contract Price for such period.

             S.       PAYMENT

                     5.1    Consideration for Energy Delivered. As consideration for the delivery of Energy
             by Seller, Purchaser shall pay for Energy delivered hereunder at the applicable Energy Price.

                     5 .2    Invoicing. Seller shall be responsible for reading the Electric Metering Devices at
             the end of each calendar month. Seller shall invoice Purchaser for Energy on a monthly basis.
             Seller shall deliver each invoice within thirty (30) Business Days after the end of each monthly
             billing period. Each invoice shall set out the amount of Energy delivered in kWh during such
             billing period, the then-applicable Energy Price, and the total amount then due to Seller, including
             any taxes assessed on the sale of Energy to Purchaser, offsets for amounts due from Seller to
             Purchaser pursuant to Section 3 .1, and credits due to Purchaser under Section 3 .2 . The amount
             due shall be prorated for any partial month during the Contract Term. Such invoice shall include
             sufficient detail so that Purchaser can reasonably confirm the accuracy of the invoice including,
             among other details, beginning and ending meter readings. Purchaser shall pay the amount due to



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             Seller on a net forty-five (45) basis after receipt of each invoice. Payments not made within 45
             days ofreceipt of Seller's invoice shall be subject to interest at the Interest Rate until paid.

                     5.3     Disputed Amounts. A Party may in good faith dispute the accuracy of any invoice
             (or any adjustment to any invoice) under this Agreement at any time within thirty (30) days
             following the receipt of the invoice (or invoice adjustment). In the event of such a dispute, such
             Party shall nonetheless pay the full amount of the applicable invoice or invoice adjustment on the
             applicable payment due date, except as expressly provided otherwise elsewhere in this Agreement,
             and to give written notice of the objection to the other Party. Any required refund following
             resolution of such dispute shall be made within five ( 5) Business Days after final resolution thereof,
             together with interest accrued at the Interest Rate from the original payment due date to the date
             refunded.

                      5.4   Books and Records. To facilitate payment and verification, each Party shall
             maintain all books and records necessary for billing and payments, including copies of all invoices
             under this Agreement, for a period of at least two (2) years, and Seller shall grant Purchaser
             reasonable access to those books, records, and data at the principal place of business of Seller.
             Purchaser may examine such books and records relating to transactions under, and administration
             of, this Agreement, at any time during the period the records are required to be maintained, upon
             request with reasonable notice and during normal business hours, however not more than once per
             year.

                     5.5     Change in Law. The Parties acknowledge and agree that the Energy Price is based
             on assumptions related to the availability to the Seller of the Environmental Incentives. In the
             event of the elimination or alteration of one of more Environmental Incentives or any other change
             in law that results in a material adverse economic impact on Seller in respect to this Agreement,
             the Parties shall work in good faith to amend this Agreement within thirty (30) Business Days after
             such elimination or alteration as may be reasonably necessary to restore the allocation of economic
             benefits and burdens contemplated hereunder by the Parties. If the Parties fail to enter into such
             an amendment by the end of such thirty (30) Business Day period, Seller may terminate this
             Agreement without penalty, and Seller shall remove the System from the Premises within one
             hundred eighty ( 180) days of such termination.

             6.        DELIVERY; CURTAILMENT; INSOLATION; METERING.

                     6.1     Delive1y. The System Point of Delivery shall be at the point of connection, as
             depicted on Exhibit B. Seller shall deliver Energy Output hereunder in the form of three-phase
             sixty-cycle alternating current at or exceeding the quality standards of the Utility. Seller shall bear
             the risk of electric losses up until the Point of Delivery and shall be responsible for costs required
             to deliver the Energy Output to the Point of Delivery, but shall not be bear any risk of loss after
             the Energy Output has been delivered to the Point of Delivery.

                     6.2     Purchaser's Failure to Accent Delivery. On and after the Commercial Operation
             Date, if, there exists no breach or default by Seller under this Agreement and Purchaser fails to
             accept all or any amount of the Energy Output for the applicable System for any reason other than
             an event of Force Majeure, such event shall constitute a Purchaser Cmiailment and be treated in
             accordance with Section 6.3, below.

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                      6.3       Cmiailment.

                                   (a)   Each Party shall have the right to request curtailment of Energy Output
                                         upon sufficient prior written notice, and Energy Output shall be curtailed
                                         pursuant to such request. The Parties agree that each Party will be allotted
                                         four (4) four (4) hour curtailments per Commercial Operation Year for any
                                         reason (the "Cmiailment Allotment'). The Pmiies agree that if the number
                                         or duration exceed the Curtailment Allotment during periods when one
                                         Pmiy invokes such curtailment option (i) the requesting Party shall be
                                         liable for Liquidated Damages in the manner set fo1ih below; and (ii) Seller
                                         shall have no right to remarket the Energy Output that is curtailed. Subject
                                         to the provisions set forth in the Lease with respect to a relocation of a
                                         System, the remedy provided in this Section 6.3 shall be the sole and
                                         exclusive remedy of Seller for any such voluntary curtailment requested
                                         by Purchaser. Seller will have no obligation to reimburse Purchaser if the
                                         Curtailment Allotment is not used and the Paiiies agree there will be no
                                         carry forward from one year to the next.

                                   (b)   If Seller exceeds its Curtailment Allotment, it shall pay the Purchaser on a
                                         monthly basis in arrears the positive difference, if any, between the Energy
                                         Rate Purchaser would have paid for Energy Output for the System and the
                                         Utility Rate of the quantities of Energy Output that Purchaser obtains to
                                         replace the estimated energy output that would have been achieved.

                                   (c)   If Purchaser exceeds its Cmiailment Allotment, it shall pay the Seller on a
                                         monthly basis in arrears an amount equal to the average Energy Output of
                                         the prior three months, prorated for the duration of the exceeded
                                         Cmiailment Allotment.

                       6.4       Electric Metering Devices.

                                   (a)   Metering of Delive1y. Seller shall measure the amount of Energy supplied
                                         to Purchaser at the Delivery Point using a commercially available, revenue-
                                         grade metering system. Such meter shall be installed and maintained at
                                         Seller's cost. Purchaser shall cooperate with Seller to enable Seller to have
                                         reasonable access to the meter as needed to inspect, repair, and maintain
                                         such meter. At Seller's option, the meter may have standard industry
                                         telemetry and/or automated meter reading capabilities to allow Seller to
                                         read the meter remotely. If Seller elects to install telemetry allowing for
                                         remote reading, Purchaser shall allow for the installation of necessary
                                         communication lines and shall reasonably cooperate in providing access for
                                         such installation. The meter shall be kept under seal, such seal to be broken
                                         only when the meter is to be tested, adjusted, modified, or relocated. In the
                                         event that either Party breaks a seal, such Pmiy shall notify the other Party
                                         as soon as practicable.




                                                                  10                              Proprietary and Confidential
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                                  (b)   Back-Up Metering. Either Purchaser or Seller may elect to install and
                                        maintain, at the installing Party's own expense, backup metering devices
                                        ("Back-Up Metering") in addition to the Electric Metering Devices, which
                                        installation and maintenance shall be performed in a manner acceptable to
                                        Purchaser. The installing Party, at its own expense, shall inspect and test
                                        Back-Up Metering upon installation and at least annually thereafter. The
                                        installing Party shall provide the other Party with reasonable advance notice
                                        of, and permit a representative of such Party to witness and verify, such
                                        inspections and tests, provided, however, that such Party shall not
                                        unreasonably interfere with or disrupt the activities of the installing Party
                                        and shall comply with all applicable safety standards. Upon request, the
                                        installing Paiiy shall perform additional inspections or tests of Back-Up
                                        Metering and shall permit a qualified representative of the other Party to
                                        inspect or witness the testing of Back-Up Metering, provided, however, that
                                        such other Paiiy shall not unreasonably interfere with or disrupt the
                                        activities of the installing Party and shall comply with all applicable safety
                                        standards. The actual expense of any such requested additional inspection
                                        or testing shall be borne by the Paiiy requesting the test, unless, upon such
                                        inspection or testing, Back-Up Metering is found to register inaccurately by
                                        more than the allowable limits established in this Article, in which event the
                                        expense of the requested additional inspection or testing shall be borne by
                                        the installing Paiiy. If requested in writing, the installing Party shall provide
                                        copies of any inspection or testing repo1is to the requesting Party.

                                  (c)   Net Metering. Seller shall deliver all Energy Output generated by the
                                        System to Purchaser at the applicable Delivery Point. Purchaser shall be
                                        responsible for delive1y of any Energy Output generated by the System that
                                        is not consumed by Purchaser at the Site pursuant to the then applicable
                                        Utility net metering requirements. Seller shall provide reasonable assistance
                                        to Purchaser in applying for and establishing the Utility net metering
                                        agreements that may be necessary. Purchaser shall reimburse Seller for its
                                        reasonable and necessary third-paiiy costs incurred in relation to Seller's
                                        assistance with such matters.

                                  (d)   Meter Verification. On each of the fifth, tenth, fifteenth and twentieth
                                        anniversaries of the Commercial Operation Date, or earlier at Seller's
                                        discretion, Seller shall test the meter and provide copies of any related test
                                        results to Purchaser. The tests shall be conducted by a qualified independent
                                        third party. Seller shall notify Purchaser seven (7) days in advance of each
                                        such test, and shall permit Purchaser to be present during such tests. If a
                                        meter is inaccurate, Seller shall promptly cause the meter to be repaired or
                                        replaced. If a meter is accurate or inaccurate by two percent (2%) or less,
                                        then Purchaser shall pay the costs of the meter testing. If a meter is
                                        inaccurate by more than two percent (2% ), then Seller shall pay for the costs
                                        of the meter testing. If a meter is inaccurate by more than two percent (2%)
                                        and the duration of such inaccuracy is known, then prior invoices shall be
                                        adjusted accordingly and any amounts owed to Purchaser shall be credited

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                                       against future invoices for Energy deliveries. If a meter is inaccurate by
                                       more than two percent (2%) and it is not known when the meter inaccuracy
                                       commenced, then prior invoices shall be adjusted for the amount of the
                                       inaccuracy on the basis that the inaccuracy persisted during the twelve-
                                       month period preceding the test and any amounts owed to Purchaser shall
                                       be credited against future invoices for Energy deliveries.

             7.       OPTION TO PURCHASE SYSTEM.

                     7 .1    Grant of Purchase Option. Seller hereby grants to Purchaser the right and option to
             purchase all of the Seller's right, title, and interest in and to the System on the terms set fo1ih herein
             ("Purchase Option"). Purchaser may exercise the Purchase Option on either the sixth (6th), tenth
             (10th), fifteenth (15th) or twentieth (20th) anniversary of the Commercial Operation Date, or
             simultaneously with the termination of this Agreement (collectively, the "Purchase Option
             Dates"), provided that no Purchaser Event of Default, or any event which with the passage of time
             will become a Purchaser Event of Default, has then occurred and is ongoing.

                     7.2     Determination of Purchase Price. Purchaser may, on or at any time within thirty
             (30) days before each Purchase Option Date, request a determination of the purchase price under
             the Purchase Option (the "Purchase Price"). The Purchase Price shall be the fair market value of
             the System, as determined by an independent appraiser retained by the Parties (the "Independent
             Appraiser"). The Independent Appraiser shall be 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, and who specifically has prior experience valuing solar energy
             generating facilities. The Independent Appraiser shall be reasonably acceptable to both Seller and
             Purchaser. Except as may be otherwise agreed by the Parties, the Independent Appraiser shall not
             be (or within three (3) years before his or her appointment have been) a director, officer, or an
             employee of, or directly or indirectly retained as consultant or adviser to, either of the Parties or
             their respective Affiliates. The fair market value assessment of the System shall consider, among
             other things, the income and savings associated with the System for the remaining pmiion of the
             Contract Term, the terminal value of the assets and the System's past and projected performance.
             The Independent Appraiser shall make a determination of the Purchase Price within thirty (30)
             days of appointment (the "Price Determination"). Upon making the Price Determination, the
             Independent Appraiser shall provide a written notice thereof to both Seller and Purchaser, along
             with all supporting documentation detailing the method of calculation of the Purchase Price.
             Except in the event of fraud or manifest error, the Price Determination shall be a final and binding
             determination of the fair market value. If Purchaser wishes to exercise the Purchase Option
             following the Price Determination, it shall deliver an exercise notice to Seller within ten (10) days
             of receipt of the Price Determination (the "Exercise Period"). Any such exercise notice shall be
             irrevocable once delivered. If Purchaser does not exercise the Purchase Option during the Exercise
             Period, then the Price Determination shall be null and void, and Purchaser may not request a new
             determination of the Purchase Price until the next Purchase Option Date. Each Price
             Determination by an Independent Appraiser shall be at Purchaser's expense.

                   7.3    Terms and Date of System Purchase. Unless agreed to in writing, the Parties shall
             consummate the sale of the System to Purchaser no later than forty-five (45) days following

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             Purchaser's exercise of the Purchase Option. On the effective date of such sale (the "Transfer
             Date") (a) Seller shall surrender and transfer to Purchaser all of Seller's right, title, and interest in
             and to the System and shall retain all liabilities, Environmental Attributes, Environmental
             Incentives, and profits arising from or relating to the System that arose prior to the Transfer Date;
             (b) Purchaser shall pay the Purchase Price to Seller in readily available funds, and shall assume all
             liabilities arising from or relating to the System as of and after the Transfer Date; (c) Purchaser
             shall pay all amounts due under this Agreement for Energy delivered hereunder; and (d) both the
             Seller and the Purchaser shall (i) execute and deliver a bill of sale and assignment of contract
             rights, together with such other conveyance and transaction documents as are reasonably required
             to fully transfer and vest title to the System in Purchaser, and (ii) deliver ancillary documents,
             including releases, resolutions, certificates, third-paiiy consents and approvals, and such similar
             documents as may be reasonably necessary to complete and conclude the sale of the System to
             Purchaser. The purchase and sale of the System shall be on an "as-is, where-is" basis, and Seller
             shall not be required to make any warranties or representations with regard to the System, but
             Seller shall, to the extent reasonably possible, transfer or assign to Purchaser all manufacturer and
             third-party warranties with respect to the System or any part thereof. Purchaser shall pay all
             transaction and closing costs associated with exercise of the Purchase Option.

             8.       TITLE AND RISK OF LOSS.

                     8.1     Title. Seller shall at all times retain title to and be the legal and beneficial owner
             of the System, and the System shall remain the personal property of Seller and shall not attach to
             or be deemed a paii or fixture of the Premises. Seller may file one or more precautionary financing
             statements in jurisdictions it deems appropriate with respect to the System in order to protect its
             rights in the System.

                    8.2    Risk of Loss. Seller shall bear the risk of loss for the System, except to the extent
             caused by the breach by Purchaser of its obligations under this Agreement, the Site Lease or the
             gross negligence or intentional misconduct of Purchaser or its invitees.

                       8.3       System Casualty.

                                   (a)   If the System is materially damaged or destroyed prior to the fifteenth ( I 5th )
                                         anniversary of the Commercial Operation Date (as defined in this
                                         Agreement), the Seller shall be obligated to repair or replace the System to
                                         produce Electric Output in substantially the same amount and quality as
                                         produced by the System immediately before the damage or destruction.

                                   (b)   If the System is materially damaged or destroyed on or after the fifteenth
                                         (15 th ) anniversary of the Commercial Operation Date (as defined in this
                                         Agreement), then Seller may, but shall not be obligated to, repair or replace
                                         the System to produce electricity in substantially the same amount and
                                         quality as produced by the System immediately before the damage or
                                         destruction. If Seller elects not to repair or replace the System, then this
                                         Lease shall terminate in paii with respect to such affected System or p01iion
                                         thereof. If Seller does not repair or replace the System, or portion thereof, it
                                         shall remove what remains of the System and restore the Premises to a

                                                                    13                               Proprietary and Confidential
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                                         condition that 1s reasonable similar to the condition pnor to System
                                         installation.

                                   (c)   If Seller elects to repair or replace the System, Seller shall undertake such
                                         repair or replacement as quickly as practicable. If Seller elects to terminate
                                         this Agreement, the termination shall be effective immediately upon
                                         delivery of the notice under this Section 8.3.

                                   (d)   Seller shall under all circumstances be entitled to all insurance proceeds
                                         with respect to the System and Purchaser shall under all circumstances be
                                         entitled to all insurance proceeds with respect to the Premises.

             9.       FORCE MAJEURE.

                    9.1   Force Majeure. To the extent either Party is prevented by an event of Force Majeure
             from performing its obligations under this Agreement, such Party shall be excused from the
             performance of its obligations under this Agreement, provided that:

                                  (a)    The Party claiming Force Majeure shall use commercially reasonable
                                         effo1is to eliminate or avoid the Force Majeure and resume performing its
                                         obligations; provided, however, that neither Paiiy is required to settle any
                                         strikes, lockouts or similar disputes except on terms acceptable to such
                                         Paiiy, in its sole discretion;

                                  (b)    The non-claiming Paiiy shall 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;

                                  (c)    The suspension of performance is of no greater scope and of no longer
                                         duration than is required;

                                  (d)    the non-performing Pmiy proceeds with reasonable diligence to remedy its
                                         inability to perform and provides weekly progress reports to the other Party
                                         describing actions taken to end the Force Majeure;

                                  (e)    when the non-performing Paiiy is able to resume performance of its
                                         obligations under this Agreement that Party shall give the other Pmiy
                                         written notice to that effect; and

                                  (f)    Notwithstanding the foregoing, no Paiiy may claim relief by reason of Force
                                         Majeure from a simple requirement to pay money due hereunder.

                     9.2     Notice. In the event of any delay or nonperformance resulting from an event of
             Force Majeure, the Party suffering the event of Force Majeure shall, as soon as practicable, notify
             the other Party in writing of the nature, cause, date of commencement thereof and the anticipated
             extent of any delay or interruption in performance; provided, however, that a Party's failure to give
             timely notice shall not affect such Party's ability to assert Force Majeure unless and to the extent
             that the delay in giving notice prejudices the other Pmiy.

                                                                   14                              Proprietary and Confidential
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                      9.3    Limitations on Effect of Force Majeure. In no event will any delay or failure of
             performance caused by any conditions or events of Force Majeure extend this Agreement beyond
             its stated Term. In the event that any delay or failure of performance caused by conditions or events
             of Force Majeure continues for an uninterrupted period of three hundred sixty-five (365) days from
             its occurrence or inception, as noticed pursuant to Section 9.2, the Party not claiming Force
             Majeure may, at any time following the end of such three hundred sixty-five (365) day period,
             terminate this Agreement to the extent of the Force Majeure upon written notice to the affected
             Party, without fmiher obligation by either Paiiy except as to costs and balances incurred prior to
             the effective date of such termination. In the event of a Force Majeure event that extends beyond
             such three hundred sixty-five (365) day period, the Paiiies may mutually agree to extend the period
             beyond three hundred sixty-five (365) days.

             10.      RIGHTS AND OBLIGATIONS OF PURCHASER.

                     10.1 Purchaser Access. To the extent authorized by this Agreement and any applicable
             Lease, Seller shall provide Purchaser with reasonable access to the System at all reasonable times
             with reasonable prior written notice for purposes of maintaining any equipment which is owned or
             otherwise the responsibility of Purchaser under this Agreement; provided, however, that Purchaser
             shall comply with Seller's written safety guidelines and risk management procedures, copies of
             which shall be provided to Purchaser by Seller upon request.

                      10.2 Site Lease. As of the Effective Date hereof, Purchaser and Seller have entered into
             an Site Lease for access to, on, over, under and across each of the Sites for the purposes of: (a)
             installing, constructing, operating, owning, maintaining, accessing, removing and replacing the
             System; (b) performing all of Seller's obligations and enforcing all of Seller's rights set forth in
             this Agreement; and (c) installing, using and maintaining electric lines and equipment, including
             inve1iers and meters, necessary to interconnect the System to Purchaser's Electrical System at the
             Site and/or to the Utility's electric distribution system or that otherwise may from time to time be
             useful or necessary in connection with the construction, installation, operation, maintenance or
             repair of the System. Seller shall notify Purchaser prior to entering a Site as may be required in
             accordance with the terms of the Lease. During the Lease Term, Purchaser shall not interfere with
             Seller's rights under the Lease and shall take all commercially reasonable steps to prevent any third
             parties from interfering with such rights. Purchaser agrees that Seller, upon request to Purchaser,
             may record a memorandum of Lease in the land records respecting the Lease in form and substance
             reasonably acceptable to the Paiiies.

             11.      ADDITIONAL COVENANTS.

                     11.1 Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or
             suffer to exist any mortgage, pledge, lien (including mechanics', labor or materialman's lien),
             charge, security interest, encumbrance or claim on or with respect to the System or any portion
             thereof. If Purchaser breaches it obligations under this Section 11.1, it shall promptly notify Seller
             in writing, shall promptly cause any lien to be discharged and released of record without cost to
             Seller, and shall, to the limited extent permissible under State of Michigan Law, indemnify Seller
             against all claims, losses, costs, damages, and expenses, including reasonable attorneys' fees,
             incurred in discharging and releasing such lien.


                                                              15                               Proprietary and Confidential
             40253870. 1/063684.00052
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                     11.2 Additional Purchaser Financial Information. If requested by Seller, Purchaser shall
             deliver within one hundred-eighty (180) days following the end of each fiscal year, a copy of
             Purchaser's annual report containing audited consolidated financial statements with footnotes for
             such fiscal year. In all cases such financial statements shall be for the most recent accounting
             period and prepared in accordance with generally accepted accounting principles consistently
             applied; provided, however, that if any such financial statements are not available on a timely basis
             due to a delay in preparation or certification, such delay shall not by itself constitute a Purchaser
             Event of Default so long as Purchaser diligently pursues the preparation, ce1iification and delivery
             of the statements. [NTD - adjust for unaudited or public entity financial reporting]

                     11.3 Performance Assurance; Downgrade Event. If at any time Seller, in its sole
             judgment, determines that Purchaser's or Purchaser's Performance Assurance provider's
             creditworthiness or performance under this Agreement has or will become unsatisfactory, or if
             Purchaser or Purchaser's Performance Assurance provider experiences a Downgrade Event, then
             Seller may by written notice require Purchaser to provide Performance Assurance within fifteen
             (15) Business Days. Purchaser shall obtain and maintain such Performance Assurance, unless
             otherwise agreed upon by Seller in writing.

             12.      REPRESENTATIONS AND WARRANTIES.

                     12. l Representations and Warranties of Purchaser. Purchaser represents and warrants
             to Seller that:

                                  (a)   Purchaser has the requisite legal capacity to enter into this Agreement and
                                        fulfill its obligations hereunder, that the execution and delivery by it of this
                                        Agreement and the performance by it of its obligations hereunder have been
                                        duly, and that, subject to compliance with and obtaining all required
                                        governmental approvals under any applicable regulatory laws or regulations
                                        governing the sale or delivery of Energy, the entering into of this Agreement
                                        and the fulfillment of its obligations hereunder does not contravene any law,
                                        statute or contractual obligation of Purchaser;

                                  (b)   This Agreement constitutes Purchaser's legal, valid and binding obligation
                                        enforceable against it in accordance with its terms, except as may be limited
                                        by applicable bankruptcy, insolvency, reorganization, moratorium, and
                                        other similar laws now or hereafter in effect relating to creditors' rights
                                        generally;

                                  (c)   No suit, action or arbitration, or legal administrative or other proceeding is
                                        pending or has been threatened against the Purchaser that would have a
                                        material adverse effect on the validity or enforceability of this Agreement
                                        or the ability of Purchaser to fulfill its commitments hereunder, or that could
                                        result in any material adverse change in the business or financial condition
                                        of Purchaser;

                                  (d)   No governmental approval (other than any governmental approvals which
                                        have been previously obtained) is required in connection with the due


                                                                  16                               Proprietary and Confidential
             40253870.1/063684.00052
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                                        authorization, execution and delivery of this Agreement by Purchaser or the
                                        performance by Purchaser of its obligations hereunder which Purchaser will
                                        be unable to obtain in due course; and

                                  (e)   The public entity financial reporting statements of Purchaser for the most
                                        recent three calendar years, together with any unaudited interim financial
                                        statements of Purchaser, (i) have each been prepared in accordance with
                                        generally accepted accounting principles consistently applied throughout
                                        the respective periods covered thereby, except as otherwise expressly noted
                                        therein; and (ii) present fairly and accurately the financial condition of
                                        Purchaser as of the dates thereof and results of its operations for the periods
                                        covered thereby. Purchaser further represents and warrants to Seller that
                                        since the date of the most recent of the above-referenced financial
                                        statements, there has been no material adverse change in Purchaser's
                                        financial condition, business, operations or prospects.

                    12.2 Representations and Warranties of Seller.               Seller represents and wmrnnts to
             Purchaser that:

                                  (a)   Seller has the requisite corporate, patinership or limited liability company
                                        capacity to enter into this Agreement and fulfill its obligations hereunder,
                                        that the execution and delivery by it of this Agreement and the performance
                                        by it of its obligations hereunder have been duly authorized by all requisite
                                        action of its stockholders, partners or members, and by its board of directors
                                        or other governing body, and that, subject to compliance with and obtaining
                                        all required governmental approvals under any applicable regulatory laws
                                        or regulations governing the sale or delivery of Energy, the entering into of
                                        this Agreement and the fulfillment of its obligations hereunder does not
                                        contravene any law, statute or contractual obligation of Seller;

                                  (b)   this Agreement constitutes Seller's legal, valid and binding obligation
                                        enforceable against it in accordance with its terms, except as may be limited
                                        by applicable bankruptcy, insolvency, reorganization, moratorium, and
                                        other similar laws now or hereafter in effect relating to creditors' rights
                                        generally;

                                  (c)   No suit, action or arbitration, or legal administrative or other proceeding is
                                        pending or has been threatened against the Seller that would have a material
                                        adverse effect on the validity or enforceability of this Agreement or the
                                        ability of Seller to fulfill its commitments hereunder, or that could result in
                                        any material adverse change in the business or :financial condition of Seller;
                                        and

                                  (d)   Neither the System nor any of Seller's services provided to Purchaser
                                        pursuant to this Agreement infringe on any third pmiy's intellectual
                                        property or other proprietary rights.



                                                                  17                               Proprietary and Confidential
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             13.      DEFAULTS/REMEDIES.

                      13 .1Seller Event of Default. Each of the following events shall constitute a "Seller
             Event of Default":

                                   (a)   Seller fails to pay to Purchaser any amount when due under this Agreement
                                         and such failure remains uncured for ten (10) Business Days following
                                         notice of such failure to Seller; or

                                   (b)   Seller materially breaches any other term of this Agreement (i) if such
                                         breach is capable of being cured within thi1iy (30) days after Purchaser's
                                         notice to Seller of such breach and Seller has failed to cure the breach within
                                         such thirty (30) day period, or (ii) if Seller has diligently commenced work
                                         to cure such breach but that breach is not capable of cure within such thirty
                                         (30) day period, Seller may request a fmiher one hundred fifty (150) day
                                         period (such aggregate period not to exceed one hundred eighty (180) days
                                         from the date of Purchaser's notice) to cure the breach.

                                   (c)   Seller making a general assignment of its assets that is not in accordance
                                         with the terms of this Agreement (Excepting any general assignment for the
                                         benefit of creditors that is explicitly permitted by this Agreement);

                                   (d)   Seller's dissolution, liquidation or filing of a voluntary petition in
                                         bankruptcy or insolvency or for reorganization or arrangement under the
                                         bankruptcy laws of the United States or under any insolvency act of any
                                         state, or after the filing of a case in bankruptcy or any proceeding under any
                                         other insolvency law against the Seller, the Seller's failure to obtain a
                                         dismissal of such filing within sixty (60) calendar days after the date of such
                                         filing;

                                   (e)   Any express representation or warranty furnished by Seller in connection
                                         with this Agreement was false or misleading in any material respect when
                                         made, unless the fact, circumstance or condition that is the subject of such
                                         representation or warranty is made true within thirty (30) calendar days after
                                         the Purchaser has given the Seller written notice thereof; provided,
                                         however, that if the fact, circumstance or condition that is the subject of
                                         such representation or wananty cannot be corrected within thi1iy (30)
                                         calendar days; or if such fact circumstance or condition being otherwise
                                         than as first represented does not materially adversely affect the Purchaser,
                                         then Seller shall have additional time, but in any event not longer than
                                         ninety (90) days, to cure the default if it commences in good faith within
                                         such thi1iy (30) calendar day cure period to correct the fact, circumstance
                                         or condition that is the subject of such representation or warranty and it
                                         diligently and continuously proceeds with all due diligence to correct the
                                         fact, circumstance or condition that is the subject of such representation or
                                         warranty; or



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                                   (t)   A failure to maintain insurance required under this Agreement, which is not
                                         corrected within thi1iy (30) days;

                     13 .2 Purchaser's Remedies. If a Seller Event of Default has occurred and is continuing,
             Purchaser may terminate this Agreement by written notice to Seller following the expiration of the
             applicable cure period, and may exercise any other remedy it may have at law or equity, including,
             in the event such Seller Event of Default occurs and is continuing after the sixth (6th) anniversary
             of the Commercial Operation Date, exercising the Purchase Option.

                    13.3 Purchaser Event of Default.             Each of the following events shall constitute a
             "Purchaser Event of Default":

                                   (a)   Purchaser fails to pay to Seller any amount when due under this Agreement
                                         and such breach remains uncured for ten (10) Business Days following
                                         notice of such breach to Purchaser;

                                   (b)   (i) Purchaser commences a voluntary case under any bankruptcy law;
                                         (ii) Purchaser fails to controve1i in a timely and appropriate manner, or
                                         acquiesces in writing to, any petition filed against Purchaser in an
                                         involuntary case under any bankruptcy law; (iii) any involuntary
                                         bankruptcy proceeding commenced against Purchaser remains undismissed
                                         or undischarged for a period of sixty (60) days; or Purchaser becomes
                                         structurally insolvent such that it becomes generally unable to meet its
                                         financial obligations as and when they fall due;

                                   (c)   Purchaser breaches any of its obligations under the Site Lease;

                                   (d)   Purchaser breaches any of its obligations under Section 3 .2;

                                   (e)   Purchaser fails to secure the release of any lien imposed on the System in
                                         violation of Section 11.1 more than 15 days following notice thereof; or

                                   (t)   Purchaser breaches any other material term of this Agreement and such
                                         breach remains uncured for thi1iy (30) days following notice of such breach
                                         to Purchaser, or such longer cure period as may be agreed to by the Parties.

                     13 .4 Seller's Remedies. If a Purchaser Event of Default has occurred and is continuing,
             Seller may terminate this Agreement by written notice to Purchaser following the expiration of the
             applicable cure period. Upon termination of the Agreement by Seller, Purchaser shall pay a
             Termination Payment to Seller equal to the amount set forth in the table attached hereto as Exhibit
             F for the applicable contract year (the "PPA Damages"). Notwithstanding any provision in this
             Agreement to the contrary, if no notice of dispute has been issued within thirty (30 days) in the
             case of a billing dispute or thirty-six (36) months in all other cases after the Seller learns of the
             Dispute (the "Claims Period"), the Dispute and all claims related thereto shall be deemed waived
             and the Seller shall thereafter be barred from proceeding thereon. For purposes of this Section,
             "the Seller learns of the Dispute" when, as to any paiiicular Dispute, it has actual knowledge or
             should have known of the occurrence giving rise to the Dispute and a reasonable belief that the
             Purchaser is at least partially responsible for any damages arising from that occurrence. Any claim

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             reasonably arising out of a claim for which notice of a dispute was timely provided shall not be
             deemed to be waived if "the Seller learns of the Dispute," or a previously undiscovered but related
             liability, at a later date unless the Seller fails to raise the claim within the then reestablished Claims
             Period.

                   13.5 Waiver of Consequential Damages. EXCEPT AS SPECIFICALLY PROVIDED
             HEREIN, THE PARTIES AGREE THAT TO THE FULLEST EXTENT ALLOWED BY LAW,
             IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE, WHETHER IN
             CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER
             BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, EXEMPLARY
             OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OR
             INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE
             SYSTEM OR THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE
             FOREGOING, THE PPA DAMAGES SHALL NOT BE CONSIDERED CONSEQUENTIAL
             DAMAGES AND SHALL NOT BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
             SECTION. (REMAINS SUBJECT TO APPROVAL BY THE CITY OF MUSKEGON)

                   13.6 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, SELLER'S
             MAXIMUM LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT,
             WARRANTY, INDEMNITY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE)
             SHALL IN NO EVENT EXCEED THE AMOUNT OF THE AGGREGATE PAYMENTS
             MADE AND OR TO BE MADE BY PURCHASER TO SELLER PURSUANT TO SECTION 4
             OF THIS AGREEMENT CALCULATED. (REMAINS SUBJECT TO APPROVAL BY THE
             CITY OF MUSKEGON THIS INCLUDES NO LIMITATION TO PURCHSER LIABILITY.
             SUGGESTION OF LIMITING PURCHASE LIABILITY TO THE TERMINATION
             PAYMENTS INCLUDED AS APPENDIX F.)

             14.      FINANCING ACCOMMODATIONS.

                     14.1 Purchaser Acknowledgment. Purchaser acknowledges that Seller may finance the
             System and that Seller's obligations may be secured by, among other collateral, a pledge or
             collateral assignment of this Agreement and a security interest in the System. In order to facilitate
             any such financing, with respect to which Seller has notified Purchaser in writing of the identity
             of such person's offering to provide such financing (each, a "Financing Party"), Purchaser agrees
             as follows:

                     14.2 Consent to Collateral Assignment. Seller shall have the right to assign this
             Agreement as collateral for financing or refinancing of the System, and Purchaser hereby consents
             to the collateral assignment by Seller to any Financing Party of Seller's right, title, and interest in
             and to this Agreement.

                     14.3 Financing Party's Rights Following Default. Notwithstanding any contrary term
             of this Agreement:

                                  (a)   Financing Party, as collateral assignee, shall be entitled to exercise, in the
                                        place and stead of Seller, any and all rights and remedies of Seller under
                                        this Agreement in accordance with the terms of this Agreement. Financing


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                                        Pmiy shall also be entitled to exercise all rights and remedies of secured
                                        parties generally with respect to this Agreement and the System.

                                  (b)   Financing Pmiy shall have the right, but not the obligation, to pay all sums
                                        due under this Agreement and to perform any other act, duty, or obligation
                                        required of Seller hereunder or cause to be cured any default or event of
                                        default of Seller in the time and manner provided by the terms of this
                                        Agreement. Nothing herein requires Financing Party to cure any default of
                                        Seller (unless Financing Pmiy has succeeded to Seller's interests) to
                                        perform any act, duty, or obligation of Seller, but Purchaser hereby gives
                                        Financing Pmiy the option to do so.

                                  (c)   Upon the exercise of remedies under its security interest in the System,
                                        including any sale thereof by Financing Party, whether by judicial
                                        proceeding or under any power of sale, or any conveyance from Seller to
                                        Financing Party, Financing Pmiy shall give notice to Purchaser of the
                                        transferee or assignee of this Agreement. Any such exercise of remedies
                                        shall not constitute a Seller Event of Default.

                                  (d)   Upon any rejection or other termination of this Agreement pursuant to any
                                        process unde1iaken with respect to Seller under the United States
                                        Bankruptcy Code, at the request of Financing Party made within ninety
                                        (90) days of such termination or rejection, Purchaser shall enter into a new
                                        power purchase agreement with Financing Party or its assignee on
                                        substantially the same terms as this Agreement.

                     14.4 Financing Party Cure Rights. Purchaser shall not exercise any right to terminate or
             suspend this Agreement unless Purchaser has given prior written notice to each Financing Party
             of which Purchaser has notice. Purchaser's notice of an intent to terminate or suspend must specify
             the condition giving rise to such right. Financing Party shall have the longer of thiliy (30) days
             and the cure period allowed for a default of that type under this Agreement to cure the condition;
             provided that if the condition cannot be cured within such time but can be cured within the
             extended period, Financing Pmiy may have up to an additional ninety (90) days to cure if Financing
             Pmiy commences to cure the condition within the thirty (30) day period and diligently pursues the
             cure thereafter. Purchaser's and Seller's obligations under this Agreement shall otherwise remain
             in effect, and Purchaser and Seller shall be required to fully perform all of their respective
             obligations under this Agreement during any cure period.

                     14.5 Continuation Following Cure. If Financing Party or its assignee acquires title to or
             control of Seller's assets and cures all defaults existing as of the date of such change in title or
             control within the time allowed by Section 14.4, then this Agreement shall continue in full force
             and effect.

                     14.6 Notice of Defaults and Events of Default. Purchaser agrees to deliver to each
             Financing Pmiy a copy of all notices that Purchaser delivers to Seller pursuant to this Agreement.
             Seller agrees to deliver to each financing party a copy of all notices the Seller delivers to Purchaser
             pursuant to this Agreement.

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             15.    NOTICES. Any notice required, permitted, or contemplated hereunder shall be in writing
             and addressed to the Party to be notified at the address set forth below or at such other address or
             addresses as a Party may designate for itself from time to time by notice hereunder. Such notices
             may be sent by personal delivery or recognized overnight courier and shall be deemed effective
             upon receipt.


              To Seller:                                             To Purchaser:
              Sunwealth LLC                                          City of Muskegon
              2067 Massachusetts Avenue, Suite 540                   933 Terrace Street
              Cambridge, Massachusetts, 02140                        Muskegon,MI49440
              Attention: Jonathan Abe, CEO                           Attention: Frank Peterson, City Manager
              Phone: 617-752-7322                                    Phone: 231-724-6724
              Email: proj ects@sunwealth.com                         Email: Frank.Peterson@shorelinecity.com


             16.       GOVERNING LAW; DISPUTES.

                     16.1 Choice of Law. This Agreement shall be construed in accordance with the laws of
             the State of Michigan, without regard to the conflicts of law principles thereof.

                       16.2      Disputes.

                                   (a)   Management Negotiations. In the event of any dispute arising under this
                                         Agreement (a "Dispute"), within seven (7) days following the delivered date
                                         of a written request by either Paiiy (a "Dispute Notice"), (i) each Party shall
                                         appoint a representative (individually, a "Paiiy Representative", together,
                                         the "Parties' Representatives"), and (ii) the Parties' Representatives shall
                                         confer and then meet in person at the primary administrative offices of the
                                         Purchaser within fourteen (14) days of delivery of the Dispute Notice if the
                                         dispute is not settled prior to that time. The Parties' Representatives shall
                                         meet to negotiate and attempt in good faith to resolve the Dispute quickly,
                                         informally and inexpensively with the specific goal of reconciling
                                         differences and allowing the Paiiies to continue in this Agreement for the
                                         mutual benefit of both Paiiies. In the event the Parties' Representatives
                                         cannot resolve the Dispute within fomieen (14) days after delivery of the
                                         Dispute Notice, within fourteen (14) days following any request by either
                                         Party at any time thereafter, each Paiiy Representative (I) shall
                                         independently prepare a written summary of the Dispute describing the
                                         issues and claims, (II) shall exchange its summaiy with the summary of the
                                         Dispute prepared by the other Party Representative, and (III) shall submit a
                                         copy of both summaries to a senior officer of the Party Representative with
                                         authority to irrevocably bind the Party to a resolution of the Dispute, subject
                                         to approval by Purchaser's Board of Education. The senior officers for both
                                         Paiiies shall negotiate in good faith to resolve the Dispute, subject to any
                                         required internal approval of any such resolution by the Parties' respective
                                         senior management or Board of Education. If the Parties have acted in good

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                                         faith and not resolved the Dispute within ninety (90) days after delivery of
                                         the Dispute Notice, either Parry may seek legal and equitable remedies.
                                         During the pendency of the Parties' attempt to resolve the dispute described
                                         in a Dispute Notice, any applicable limitations period, whether by contract
                                         or statute, shall be tolled. Seller will not be liable for any damages, including
                                         liquidated damages that accrue from the time the Parties reach an agreement
                                         to the date of Board of Education action. Nothing in this Agreement shall
                                         prevent either Patiy from pursuing judicial proceedings if (a) good faith
                                         effmis to resolve a dispute under these procedures have been unsuccessful,
                                         or (b) interim resort to a court of competent jurisdiction is necessary to
                                         prevent serious and irreparable injury to a Paiiy or to others.

                                   (b)   Jurisdiction and Venue. Should management negotiations fail to resolve any
                                         dispute, any Party may initiate dispute resolution proceedings in any state
                                         or federal court in the State of Michigan. Each Party agrees to submit to the
                                         personal and subject matter jurisdiction of any such comi and to waive any
                                         challenge it may have to the laying of venue in such location by reason of
                                         inconvenient forum or otherwise.

             17.      INDEMNIFICATION.

                      17 .1 Seller's Indemnity to Purchaser. Seller shall indemnify, defend, and hold harmless
             Purchaser (including Purchaser's permitted successors and assigns) and Purchaser's directors,
             officers, employees, agents and representatives (collectively, "Purchaser Indemnified Parties")
             from and against any and all third-party claims, losses, costs, damages, and expenses, including
             reasonable attorneys' fees, incmTed by Purchaser Indemnified Parties arising from or relating to
             (i) Seller's breach of this Agreement, or (ii) Seller's negligence or willful misconduct. Seller's
             indemnification obligations under this Section 17 .1 shall be subject to the limitations of Section
             17.5, below.

                     17.2 Purchaser's Indemnity to Seller. To the limited extent permissible under Michigan
             law, Purchaser shall indemnify, defend, and hold harmless Seller (including Seller's permitted
             successors and assigns) and directors, officers, members, shareholders, employees and agents
             (collectively, "Seller Indemnified Pa1iies") from and against any and all third-party claims, losses,
             costs, damages, and expenses, including reasonable attorneys' fees, incurred by Seller Indemnified
             Parties arising from or relating to (i) Purchaser's breach of this Agreement, or (ii) Purchaser's
             willful misconduct. Purchaser's indemnification obligations under this Section 17.2 shall be
             subject to the limitations of Section 17.5, below. Nothing herein shall be construed as a waiver of
             the defense of Governmental Immunity or a waiver of statutory or constitutional limitations on
             governmental indemnity.

                     17.3 Notice of Claims. Any Patiy seeking indemnification hereunder (the "Indemnified
             Party") shall deliver to the other Paiiy (the "Indemnifying Party") a written notice describing the
             facts underlying its indemnification claim and the amount of such claim (each such notice a "Claim
             Notice"). Such Claim Notice shall be delivered promptly to the indemnifying Patiy that an action
             at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim


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            Notice shall not relieve the Indemnifying Party of its obligations under this Article 18, except to
            the extent that such Indemnifying Party has been prejudiced by such failure.

                     17.4 Defense of Action. If requested by the Indemnified Party, the Indemnifying Party
             shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith,
             the defense of such Indemnified Patiy with counsel reasonably satisfactory to the Indemnified
             Party; provided, however, that if the Indemnifying Party is a defendant in any such action and the
             Indemnified Party reasonably believes that there may be legal defenses available to it that are
             inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the
             right to select separate counsel to participate in its defense of such action at the Indemnifying
             Party's expense. If any claim, action, proceeding or investigation arises as to which the indemnity
             provided for in this A1iicle 17 applies, and the Indemnifying Patiy fails to assume the defense of
             such claim, action, proceeding or investigation after having been requested to do so by the
             Indemnified Party, then the Indemnified Party may, at the Indemnifying Party's expense, contest
             or, with the prior written consent of the Indemnifying Party, which consent shall not be
             unreasonably withheld, settle such claim, action, proceeding or investigation. All costs and
             expenses incurred by the Indemnified Party in connection with any such contest or settlement shall
             be paid upon demand by the Indemnifying Party.

                      17.5 Percentage Share of Negligence. It is the intent of the Parties hereto that where
             fault, acts or omissions are determined to be contributory, principles of comparative negligence
             will be followed and each Patiy shall bear the proportionate cost of any loss, damage, expense and
             liability attributable to that Party's negligence, acts or omissions.

             18.      INSURANCE.

                     18.1 Insurance Required. Each Party shall maintain in full force and effect throughout
             the Contract Term, with insurers ofrecognized responsibility authorized to do business in the State
             in which the System will be located, assigned an A.M. Best rating of no less than A IX, insurance
             coverage in the amounts and types set forth on Exhibit E. Each Patiy shall, within ten ( 10) days
             of written request therefor, furnish current ce1iificates of insurance to the other Party evidencing
             the insurance required hereunder.

                     18.2 Waiver of Subrogation. Each policy of insurance required hereunder shall provide
             for a waiver of subrogation rights against the other Party, and of any right of the insurers to any
             set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of
             that policy.

                      18.3 No Waiver of Obligations. The provisions of this Agreement shall not be construed
             in a manner so as to relieve any insurer of its obligations to pay any insurance proceeds in
             accordance with the terms and conditions of valid and collectable insurance policies. The
             liabilities of the Parties to one another shall not be limited by insurance.

                     18.4 Certificates oflnsurance. Each Patiy shall provide the other Patiy with certificates
             of insurance evidencing coverage within ten ( 10) days of the effective date of this Agreement and
             at any time thereafter with thi1iy (30) days' notice.

             19.       MISCELLANEOUS.
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                     19.1 Confidential Information. To the extent permitted by law, if either Party provides
             confidential information, including business plans, strategies, financial information, proprietary,
             patented, licensed, copyrighted or trademarked information, and/or technical information
             regarding the design, operation and maintenance of the System or of Purchaser's business
             ("Confidential Information") to the other or, if in the course of performing under this Agreement
             or negotiating this Agreement a Party learns Confidential Information regarding the facilities or
             plans of the other, the receiving Paiiy shall (a) protect the Confidential Information from disclosure
             to third parties with the same degree of care accorded its own confidential and proprietary
             information, and (b) refrain from using such Confidential information, except in the negotiation
             and performance of this Agreement. Notwithstanding the above, a Paiiy may provide such
             Confidential Information to its, officers, directors, members, managers, employees, agents,
             contactors and consultants (collectively, "Representatives"), and Affiliates, lenders, and potential
             assignees of this Agreement (provided and on condition that such potential assignees be bound by
             a written agreement or legal obligation restricting use and disclosure of Confidential Information),
             in each case whose access is reasonably necessary to the negotiation and/or performance of this
             Agreement. Each such recipient of Confidential Information shall be informed by the Paiiy
             disclosing Confidential information of its confidential nature and shall be directed to treat such
             information confidentially and shall agree to abide by these provisions. ln any event each Party
             shall be liable (with respect to the other Paiiy) for any breach of this provision by any entity to
             whom that Paiiy improperly discloses Confidential Information. The terms of this Agreement (but
             not its execution or existence) shall be considered Confidential Information for purposes of this
             Section 20.1 except as set forth in Section 20.2. All Confidential information shall remain the
             properly of the disclosing Party and shall be returned to the disclosing Paiiy or destroyed after the
             receiving Party's need for it has expired or upon the request of the disclosing Party.

                     19.2 Permitted Disclosure. Notwithstanding any other provision in this Agreement,
             neither Party shall not be required to hold confidential any information that (a) becomes publicly
             available other than through the receiving Paiiy, (b) is required to be disclosed to a Governmental
             Authority under applicable law or pursuant to a validly issued subpoena (but a receiving Party
             subject to any such requirement shall promptly notify the disclosing Party of such requirement to
             the extent permitted by applicable law), (c) is independently developed by the receiving Party, (d)
             becomes available to the receiving Paiiy without restriction from a third party under no obligation
             of confidentiality, or (e) is required to be disclosed to comply with applicable law, subpoena or
             comi order. If disclosure of information is required by a Governmental Authority, the disclosing
             Pany shall, to the extent permitted by applicable law, notify the other Party of such required
             disclosure promptly upon becoming aware of such required disclosure. Seller acknowledges that
             Purchaser, as a public entity is subject to the Freedom of Information Act. As such, Purchaser's
             compliance with the Freedom of Information Act shall not be construed as a breach of any kind of
             this Agreement. If Seller does, or believes it is obligated to, disclose information to comply with
             the Freedom of information Act, Seller shall have the right to challenge or dispute the disclosure
             in a court of competent jurisdiction at no cost to Purchaser. Fmiher, nothing contained herein shall
             be construed as the Purchaser intent or willingness to violate the Freedom of Information Act.

                      19.3      Taxes

                                  (a)   Tax Structure or Treatment. Notwithstanding anything to the contrary set
                                        forth herein or in any other agreement to which the Paiiies are parties or by

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                                         which they are bound, the obligations of confidentiality contained herein
                                         and therein, as they relate to the transaction, shall not apply to the U.S.
                                         federal tax structure or U.S. federal tax treatment of the transaction, and
                                         each Party (and any employee, representative, or agent of any Party hereto)
                                         may disclose to any and all persons, without limitation of any kind, the U.S.
                                         federal tax structure and U.S. federal tax treatment of the transaction. The
                                         preceding sentence is intended to cause the transaction not to be treated as
                                         having been offered under conditions of confidentiality of this Agreement
                                         (or any successor provision) of the Treasury Regulations promulgated under
                                         Section 601 I of the Code and shall be construed in a manner consistent with
                                         such purpose. In addition, each Pmiy acknowledges that it has no
                                         proprietary or exclusive rights to the tax structure of the transaction or any
                                         tax matter or tax idea related to the transaction.

                                   (b)   Seller Responsibility. Seller shall be exclusively responsible for federal,
                                         state and local ad valorem properly, sales, use, excise, transaction tax or any
                                         income taxes imposed on Seller's revenues due to the sale of Energy or
                                         construction or ownership of the System(s) under this Agreement.
                                         Purchaser shall not be responsible for any taxes if imposed by operation of
                                         MCL 380.1141. If, for any reason not addressed in this Agreement, Seller
                                         does not receive Tax Credits for any period, Purchaser's payments under
                                         this Agreement shall not be affected, and the risk of not obtaining the Tax
                                         Credits shall be borne solely by Seller.

                                   (c)   Purchaser Responsibility. To the extent required by law, any tax applicable
                                         to Purchaser for the sale of electricity, attributes, or capacity charges shall
                                         be the responsibility of the Purchaser.

                       19 .4    Assignment and Subcontracting.

                               (a)     Assignment. Neither Pmiy shall have the right to assign any of its rights,
              duties, or obligations under this Agreement without the prior written consent of the other Party,
              which consent may not be unreasonably withheld or delayed. The foregoing notwithstanding,
              Seller may assign any of its rights, duties, or obligations under this Agreement, without the
              consent of Purchaser, (i) to any of its Affiliates, (ii) to any Financing Pmiy on a collateral basis
              or (iii) to any qualified purchaser of the System. A person shall be deemed a "qualified purchaser"
              for such purposes if it can be shown to have credit at least as strong as Seller and experience with
              solar energy projects at least as deep as Seller. Any assignment of this Agreement, excepting
              assignment to any Financing Party on a collateral basis, shall include:

                                         (i)    An explicit assumption of all existing and future obligations of the
                                         Transferor to be performed under this Agreement;

                                         (ii)   An explicit assumption of all existing and future obligations of the
                                         Transferor to be perfmmed under the Site Lease, and




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                             (b)     Subcontracting. Seller may subcontract its duties or obligations under this
              Agreement without the prior written consent of Purchaser, provided, that no such subcontract
              shall relieve Seller of any of its duties or obligations hereunder and Seller ensures that the
              subcontractors has adequate relevant experience and maintains the same insurances Seller is
              required to carry herein or is covered by the Seller's insurance policies. Purchaser may reject or
              remove any subcontractor based on such subcontractors conduct at the facility.

                    19. 5 Entire Agreement. This Agreement and the Site Lease represent the full and
             complete agreement between the Parties hereto with respect to the subject matter contained herein
             and supersedes all prior written or oral agreements between the Parties with respect to the subject
             matter hereof.

                     19.6 Amendments. This Agreement may only be amended, modified, or supplemented
             by an instrument in writing executed by duly authorized representatives of Seller and Purchaser.

                      19.7 Binding Effect. This Agreement, as it may be amended from time to time, shall be
             binding upon and inure to the benefit of the Parties hereto and their respective successors-in-
             interest, legal representatives, and assigns permitted hereunder.

                    19 .8 No Patinership or Joint Venture. Seller and Seller's agents, in the performance of
             this Agreement, shall act in an independent capacity and not as officers or employees or agents of
             Purchaser. This Agreement shall not impart any rights enforceable by any third party (other than
             a permitted successor or assignee bound to this Agreement).

                     19.9 Disclaimer of Third-Party Beneficiary Rights. In executing this Agreement,
             Purchaser does not, nor should it be construed to, extend its credit or financial support for the
             benefit of any third parties lending money to or having other transactions with Seller. Nothing in
             this Agreement shall be construed to create any duty to, or standard of care with reference to, or
             any liability to, any person not a party to this Agreement. Except with respect to Financing Paiiy
             rights per this Agreement, no provision of this Agreement is intended to, nor shall it in any way,
             inure to the benefit of any other Person not a Party hereto, so as to constitute such Person as a third
             party beneficiary under this Agreement.

                      19 .10 Equal Employment Opportunity Compliance Ce1iification. Seller acknowledges
             that as a government contractor Purchaser may be subject to various federal laws, executive orders,
             and regulations regarding equal employment opportunity and affirmative action. These laws may
             also be applicable to Seller as to a subcontractor to Purchaser. All applicable equal opportunity
             and affirmative action clauses shall be deemed to be incorporated herein as required by federal
             laws, executive orders, and regulations, including but not limited to 41 C.F.R. §60-l.a(a)(l-7),60-
             250.4 and 60-74L.4, if applicable.

                     19.11 Nondiscrimination. Seller shall not discriminate against an employee or applicant
             for employment for employment with respect to hire, tenure, terms, conditions, or privileges of
             employment, or a matter directly or indirectly related to employment, because of race, color, creed,
             religion, national origin, sex, disability, age, height weight, veteran status, marital status, or any
             other reason prohibited by law. A breach of this covenant shall be considered a material breach of
             contract. This provision is required in accordance with MCL 37.2209.

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                     19.12 Iran Economic Sanctions Act. Pursuant to Michigan Public Act No. 517 of 2012
             (the "Iran Economic Sanctions Act'') Seller ce1iifies and warrants that it is not an "Iran linked
             business" within the meaning of the Iran Economic Sanctions Act and will not become an "Iran
             linked business" at any time during the course of performing the work or services under the
             contract. Seller further acknowledges and understands that it is required as a matter of law to
             execute and notarize a separate ce1iification to the same. Submitting a false certification will
             submit Seller to a civil penalty of not more than $250,000.00 or two (2) times the amount of the
             contract for which the false certification was made, whichever is greater, the cost of the Purchaser's
             investigation, and reasonable attorney fees, in addition to the fine. Moreover, any person
             submitting a false certification shall be ineligible to perform work or services for Purchaser for
             three (3) years from the date it is determined that the person submitted the false certification.

                     19 .13 Headings; Exhibits. The headings in this Agreement are solely for convenience
             and ease of reference and shall have no effect in interpreting the meaning of any provision of this
             Agreement. Any Exhibits referenced within and attached to this Agreement, including any
             attachments to the Exhibits, shall be a paii of this Agreement and are incorporate by reference
             herein.

                      19.14 Remedies Cumulative; Attorneys' Fees. No remedy herein conferred upon or
             reserved to any Paiiy 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. If any action, arbitration, judicial reference, or other proceeding is
             instituted between the Parties in connection with this Agreement, the losing Paiiy shall pay to the
             prevailing Paiiy a reasonable sum for reasonable 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.

                     19.15 Waiver. The waiver by either Paiiy 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.
             Any such waiver must be in a writing executed by the Party making such waiver.

                     19.16 Severability. If any part, term, or provisions of this Agreement 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 Agreement and shall not render this Agreement unenforceable as a whole.
             Instead, the part of the Agreement found to be invalid, unenforceable, or illegal shall be amended,
             modified, or interpreted to the extent possible to most closely achieve the intent of the Parties and
             in the manner closest to the stricken provision.

                     19.17 Survival of Obligations. Cancellation, expiration, or earlier termination of this
             Agreement shall not relieve the Parties of obligations that by their nature should survive such
             cancellation, expiration, or termination, prior to the term of the applicable Statute of Limitations,
             including without limitation warranties, remedies, or indemnities which obligation shall survive
             for the period of the applicable statute( s) of limitation.




                                                              28                               Proprietary and Confidential
             40253870. 1/063684.00052
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                      19.18 No Public Utility. Nothing contained in this Agreement shall be construed as an
             intent by Seller to dedicate the System to public use or subject itself to regulation as a "public
             utility" (as such term may be defined under any applicable law).

                     19 .19 Service Contract. The Parties acknowledge and agree that, for accounting and tax
             purposes, this Agreement is not and shall not be construed as a capital lease and, pursuant to
             Section 7701(e)(3) of the Internal Revenue Code, this Agreement is and shall be deemed to be a
             service contract for the sale to Purchaser of energy produced at an alternative energy facility.

                    19.20 Forward Contract. The Parties acknowledge and agree that the transaction
             contemplated under this Agreement constitutes a "forward contract" within the meaning of the
             United States Bankruptcy Code, and the Paiiies further acknowledge and agree that each Party is
             a "forward contract merchant" within the meaning of the United States Bankruptcy Code.

                     19 .21 Publicity. The Parties agree that each may, from time to time, issue press releases
             regarding the System, provided, however that neither Paiiy shall issue a press release regarding
             the System without the prior consent of the other Party, which consent shall not be unreasonably
             withheld or delayed. The Parties shall cooperate with each other in connection with the issuance
             of such press releases. Purchaser shall not make claims of using solar energy at the Premises.
             Purchaser may publicize that it is serving as a host for the System and display photographs of the
             System in its advertising and promotional materials, provided that such materials shall identify
             Seller as the owner and developer of the System and shall be consistent with Section 3.2.

                    19.22 Counterparts and Facsimile Signatures. This Agreement may be executed in
             counterparts, which shall together constitute one and the same agreement. Facsimile or pmiable
             document format (".PDF") signatures shall have the same effect as original signatures, and each
             Paiiy consents to the admission in evidence of a facsimile or photocopy of this Agreement in any
             comi or arbitration proceedings between the Parties.

                       19 .23 Further Assurances.

                                   (a)   Additional Documents. 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 and
                                         desirable 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.

                                   (b)   Certificates. From time to time, Purchaser shall provide within five
                                         (5) Business Days after receipt of a written request from Seller an estoppel
                                         certificate attesting, to the knowledge of Purchaser, to Seller's compliance
                                         with the terms of this Agreement or detailing any known issues of
                                         noncompliance, and making such other representations, warranties, and
                                         accommodations reasonably requested by the recipient of the estoppel
                                         ce1iificate.

                                                [SIGNATURE PAGES FOLLOW]


                                                                  29                             Proprietary and Confidential
             40253870.1 /063684.00052
DocuSign Envelope ID: E8771C7C-F2E4-4912-9C48-4F5F6C7FA837




                    IN WITNESS WHEREOF, the Parties have caused this Power Purchase Agreement to
             be duly executed and delivered as of the Effective Date.


             SELLER                                          PURCHASER

             Sunwealth LLC                                   City of Muskegon



                     [S"""'""""'
             By:     J.~e1~
             Name: Jonathan Abe
             Title: CEO




             40253870.1/063684.00052
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                               EXHIBIT A

                                                              DEFINITIONS


                     "Affiliate" means, with respect to any person or entity, any other person or entity
             controlling, controlled by or under common control with such first person or entity. For purposes
             of this definition and this Agreement, the term "control" (and correlative terms) means the right
             and power, directly or indirectly through one or more intermediaries, to direct or cause the
             direction of substantially all of the management and policies of a person or entity through
             ownership of voting securities or by contract, including, but not limited to, the right to fifty percent
             (50%) or more of the capital or profits of a partnership or, alternatively, ownership of fifty percent
             (50%) or more of the voting stock of a corporation.

                     "Agreement" has the meaning set forth in the Preamble.

                    "Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank
             holiday.

                    "Commercial Operation Date" means the date when the System is "placed in service" for
             purposes of Section 48 of the Internal Revenue Code.

                      "Confidential Information" has the meaning set fmih in Section 19.1.

                      "Contract Term" has the meaning set fmih in Section 2.1.

                    "Contract Year" means the twelve (12) month period commencing on the Commercial
             Operation Date, and each consecutive twelve (12) month period thereafter during the Contract
             Term.

                     "Delivery Point" means the point of interconnection between the System and the Premises'
             internal electrical system.

                      "Downgrade Event" means Purchaser at any time (a) if rated by one of the following rating
             agencies, is rated less than (i) Baa3 by Moody's Investors Service, Inc. (or its successor), or (ii)
             BBB- by Standard and Poor's Rating Services, a division of McGraw-Hill (or its successor), or
             (iii) "investment grade" by any other nationally recognized rating agency, or (b) fails to maintain
             Performance Assurance.

                      "Effective Date" has the meaning set fotih in the Preamble.

                      "Energy" means electrical energy that is generated by the System, expressed in kWh.

                    "Energy Output" means the Energy generated by, or attributable to, a System and
             measured at the applicable Point of Delivery, as alternating current in whole kilowatt-hours
             (kWr). For the avoidance of doubt the Energy Output does not include RECs, Other Credits or
             Tax Credits.


                                                               Exhibit A - 1
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                     "Energy Price" means, for any Contract Year, the applicable amount set forth on Exhibit D.

                     "Environmental Attributes" means any and all environmental benefits, air quality credits,
             emissions reductions, offsets, and allowances, howsoever entitled, attributable to energy
             generation by a renewable fuel source and its displacement of energy generation by conventional,
             nonrenewable, and/or carbon-based fuel sources. Environmental Attributes include, but are not
             limited to, (1) any benefit accruing from the renewable nature of the generation's motive source;
             (2) 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 other than those that are
             regulated pursuant to state or federal law); (3) any avoided emissions of carbon dioxide (CO2),
             methane (CH4), and other greenhouse gases that have been determined by the United Nations
             Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of
             altering the Earth's climate by trapping heat in the atmosphere; (4) any property rights that may
             exist with respect to the foregoing attributes howsoever entitled; (5) any green tags, renewable
             energy credits or similar credits, including RECs created pursuant to applicable law ("RECs"); and
             (6) any reporting rights to these avoided emissions, including, but not limited to, green tag or REC
             reporting rights. Environmental Attributes do not include (i) any energy, capacity, reliability, or
             other power attributes, (ii) Environmental Incentives, or (iii) emission reduction credits
             encumbered or used for compliance with local, state, or federal operating and/or air quality permits.

                     "Environmental Incentives" means any and all financial incentives, from whatever source,
             related to the construction, ownership, or operation of the System. Environmental Incentives
             include, but are not limited to, (i) federal, state, or local tax credits; (ii) any other financial
             incentives in the form of credits, reductions, or allowances that are applicable to a local, state, or
             federal income taxation obligation; and (iii) other grants, rebates, or subsidies, including utility
             incentive programs. Environmental Incentives do not include Environmental Attributes.

                      "Estimated Production" has the meaning set forth in Section 3.l(c).

                      "Exercise Period" has the meaning.set forth in Section 7.2.

                      "Financing Party" has the meaning set forth in Section 14.1.

                     "Force Majeure" means any act or event that delays or prevents a Party from timely
             performing obligations under this Agreement or from complying with conditions required under
             this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided
             by, and is beyond the reasonable control of and without the fault or negligence of, the Party relying
             thereon as justification for such delay, nonperformance, or noncompliance, which includes,
             without limitation, an act of God or the elements, site conditions, extreme or severe weather
             conditions, explosion, fire, epidemic, landslide, mudslide, sabotage, terrorism, lightning,
             emihquake, flood, volcanic eruption or similar cataclysmic event, an act of public enemy, war,
             blockade, civil insurrection, riot, civil disturbance, or strike or other labor difficulty caused or
             suffered by a Party or any third party beyond the reasonable control of such Party. However,
             financial cost alone or as the principal factor shall not constitute grounds for a claim of Force
             Majeure, nor does the regular exercise of regulatory discretion by a Governmental Authority or
             the Utility.


                                                              Exhibit A - 2
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                     "Governmental Authorities" means any national, state, regional, municipal or local
             government, any political subdivision thereof, or any governmental, quasi-governmental,
             regulatory, judicial or administrative agency, authority, commission, board or similar entity having
             jurisdiction over the System or its operations, the Premises or otherwise over any Patiy.

                     "Host" has the meaning set forth in the Preamble.

                     "Independent Appraiser" has the meaning set forth in Section 7.2.

                    "Interest Rate" means an annual rate equal to the lesser of (a) twelve (12) percent and (b)
             the highest interest rate permitted by applicable law.

                      "kWh" means kilowatt-hours.

                     "Letter of Credit" means one or more irrevocable, transferable standby letters of credit
             issued by either a U.S. commercial bank or a foreign bank with a U.S. branch, with such bank
             having a credit rating of at least "A-" from S&P or "A3" from Moody's, in a form acceptable to
             Seller.

                     "Net Metering Credits" means the credits applied to Purchaser's bill by the Utility in
             respect of Energy produced by the System and allocated to Purchaser under this Agreement.

                     "Net Metering Rules" means the rules established pursuant to Ohio law and regulation as
             well as applicable utility rules.

                     "Notice to Proceed Date" means the date on which physical work of a significant nature
             relating to the installation of the System on the Premises commences.

                      "Patty" and "Parties" have the meanings set forth in the Preamble.

                     "Performance Assurance" means collateral in an amount as reasonably determined by
             Seller and in a form (e.g., cash, Letter(s) of Credit, guaranty, or other security or credit assurance)
             reasonably acceptable to Seller.

                    "Person" means any individual, corporation (including, without limitation, any non-stock
             or non-profit corporation), limited liability company, partnership, joint venture, association, joint-
             stock company, trust, unincorporated organization, or governmental body.

                    "Point of Delivery" means, at any given Site, the physical points at which electrical
             interconnection are made between the System and the Purchaser's Electrical Systems.

                      "PP A Damages" has the meaning set fo1ih in Section 13 .4.

                      "Premises" means the leased real property under the Site Lease, located at:

                      Mercy Health Arena        470 W. Western, Muskegon, MI 49440

                      "Price Determination" has the meaning set forth in Section 7.2.

                                                              Exhibit A - 3
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                     "Prudent Operating Practice" means the practices, methods, and standards of professional
             care, skill, and diligence engaged in or approved by a significant portion of the electric power
             industry for solar energy facilities of similar size, type, and design as the System that, in the
             exercise of reasonable judgment, in light of the facts known at the time, would have been expected
             to accomplish results consistent with applicable law, reliability, safety, environmental protection,
             applicable codes, and standards of economy and expedition.

                     "Purchase Option" has the meaning set forth in Section 7 .1.

                      "Purchase Price" has the meaning set forth in Section 7.2.

                      "Purchase Option Dates" has the meaning set fo1ih in Section 7 .1.

                      "Purchaser" has the meaning set f01ih in the Preamble.

                      "Purchaser Event of Default" has the meaning set f01ih in Section 13.3.

                      "Purchaser Indemnified Parties" has the meaning set f01ih in Section 17.1.

                      "Seller" has the meaning set forth in the Preamble.

                      "Seller Event of Default" has the meaning set f01ih in Section 13 .1.

                      "Seller Indemnified Pmiies" has the meaning set forth in Section 17.2.

                      "Site Lease" has the meaning set forth in the Recitals.

                      "System" means the solar energy generating system described in Exhibit B.

                      "Transfer Date" has the meaning set forth in Section 7.3.

                      "Utility" means Consumers Energy.




                                                              Exhibit A - 4
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                              EXHIBIT B

                                               DESCRIPTION OF THE SYSTEM

             Description of Site:

             The real property located at City of Muskegon.

             Description of System:

              Equipment Name
                                              Manufacturer/ Model#       Specifications   Description
              And Location
                                              Modules:1,152/Hanwha
                                              Q Cells 390W
              Trinity Health Arena
              470 W. Western                                             449.28kW DC      •   Ballasted Roof mount system
                                              Inverters: 4/ SE lO0kW
              Muskegon, Ml 49440

                                              Racking: Aerocompact




                                                              Exhibit B - 1
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                              EXHIBIT C

                                             ESTIMATE SYSTEM PRODUCTION


             *Note: these values are estimates only and actual production may vary. Seller does not guarantee any
             level of actual production.

                                                        SYSTEM PERFORMANCE
                                               Year                           Solar (kWh)
                                                1                                529,830
                                                2                                527,287
                                                3                                524,756
                                                4                                522,237
                                                5                                519,730
                                                6                                517,236
                                                7                                514,753
                                                8                                512,282
                                                9                                509,823
                                                10                               507,376
                                                11                               504,941
                                                12                               502,517
                                                13                               500,105
                                                14                               497,704
                                                15                               495,315
                                                16                               492,938
                                                17                               490,572
                                                18                               488,217
                                                19                               485,874
                                                20                               483,541
                                                21                               481,220
                                                22                               478,910
                                                23                               476,612
                                                24                               474,324
                                                25                               472,047




                                                              Exhibit C - 1
DocuSign Envelope ID: E8771C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                             EXHIBIT D

                                                  ENERGY PRICE
             Commencing on the Commercial Operation Date of the System, the price for the Energy
             Output produced and delivered by the System in the first year following the applicable
             Commercial Operation Date shall not exceed $0.115/kWh and such amount shall remain
             constant each subsequent year as follows:

                                        Contract Year              Energy Price ($/kWh)
                                                1                            0.115
                                               2                             0.115
                                                3                            0.115
                                               4                             0.115
                                                5                            0.115
                                                6                            0.115
                                                7                            0.115
                                                8                            0.115
                                                9                            0.115
                                               10                            0.115
                                               11                            0.115
                                               12                            0.115
                                               13                            0.115
                                               14                            0.115
                                               15                            0.115
                                               16                            0.115
                                               17                            0.115
                                               18                            0.115
                                               19                            0.115
                                               20                            0.115
                                               21                            0.115
                                               22                            0.115
                                               23                            0.115
                                               24                            0.115
                                               25                            0.115




                                                             Exhibit D - 1
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                              EXHIBIT E

                                                INSURANCE REQUIREMENTS


             (a)   Seller shall, at its sole cost and expense obtain and maintain for the duration of this
             Agreement, the following insurance policies:

                     (i)     Workers' compensation insurance, with limits of liability at least equal to the
             statutory requirements therefor;

                      (ii)    Employer's liability insurance of not less than one million dollars ($1,000,000);

                    (iii)   Commercial general liability insurance against liability for injury to or death of any
             Person, contractual liability, or damage to property in connection with the construction, use,
             operation or condition of the System of not less than $2,000,000 combined single limit per
             occurrence. Purchaser shall be named as an additional insured under this liability insurance;,
             provided however that Seller shall in no event be obligated to repair or replace Purchaser's
             buildings or Premises;

                    (iv)    Automobile liability insurance that complies with the requirements of the
             Michigan No fault law with residual liability limit of at least $2,000,000 combined single limit for
             bodily injury and properly damage. There shall be coverage for owned, hired, and non-owned
             vehicles.

                     (v)     "Completed value" Builder's risk insurance with a limit of at least 100% of the
             total aggregate value for the System's construction.

                      (vi)     Excess or umbrella liability insurance with a limit of at least $2,000,000.

                   (vii)   Customary property insurance in the amount of the full replacement value of the
             equipment constituting the System and any other improvements installed on the Site by Seller.

                   (viii) Seller may satisfy the insurance requirements contained in this Agreement though
             any combination of primary and/or excess coverage; and

                     (ix)    Seller may elect to self-insure any or all of the insurance requirements contained in
             this Agreement, with the approval of Purchaser. In such event, Seller shall submit to Purchaser a
             Certificate of Self-Insurance, including evidence of financial responsibility.

             Seller shall name "the City of Muskegon", its employees, Board Members, and officers as
             additional insureds on all liability coverage other than workers compensation. The coverage
             granted to the Purchaser as an additional insured shall apply on a primary basis. The Purchaser's
             coverage shall be excess. Deductibles and retentions shall be clearly stated on any certificate of
             insurance and shall be the responsibility of the respective party. Unless otherwise provided herein,
             all insurance coverage is to be on an occurrence basis rather than claims made basis.



                                                              Exhibit E - 1
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




             Upon request of Purchaser, Seller shall furnish a current certificate or certificates of insurance for
             the insurance then in place evidencing the existence of the required coverage and stating that
             Purchaser will be notified in writing thirty (30) days prior to cancellation, material change or non-
             renewal of such insurance.

             Seller shall cause the insurance policies obtained by it to provide that the insurance company
             waives all right of recovery by way of subrogation against Purchaser in connection with any
             damage covered by any policy. To the extent permitted by law, neither Party shall be liable to the
             other for any damage exceeding applicable policy limits that are caused by fire or any of the risks
             insured against under the prope1iy insurance policy required by this Agreement or that would have
             been covered by the property insurance policy required to be carried under this Agreement.

             Seller hereby releases Purchaser, its trustees, officers, agents, representatives, officers, employees
             and contractors, from any claims for damage to any person or to the Premises and other
             improvements located on the Premises, to the fixtures, personal property, Seller's improvements,
             and alterations of Seller in or on the Premises and the improvements located on the Premises that
             are caused by or result from risks insured against under any insurance policies carried by Seller
             under this Agreement, or that would have been covered by any insurance policy required to be
             carried under this Agreement.

             (b)      Purchaser shall obtain and maintain the following insurance policies:

                     (i)     Workers' compensation insurance, with limits of liability at least equal to the
             statutory requirements therefor;

                      (ii)    Employer's liability insurance of not less than one million dollars ($1,000,000);

                     (iii)    Commercial general liability insurance or its equivalent against liability for injury
             to or death of any Person or damage to property in connection with the use, operation or condition
             of the Premises of not less than two million dollars ($2,000,000) combined single limit per
             occurrence and annual aggregate. Seller shall be named as an additional insured under this liability
             insurance; provided, however, that Purchaser shall in no event by obligated to repair or replace
             Seller's equipment, buildings, or Premises;

                    (iv)  Purchaser may satisfy the insurance requirements contained in this Agreement
             though any combination of primary and/or excess coverage; and

                    (v)     Purchaser may elect to self-insure any or all of the msurance requirements
             contained in this Agreement.




                                                              Exhibit E - 1
DocuSign Envelope ID: E8771 C7C-F2E4-4912-9C48-4F5F6C7FA837




                                                              EXHIBIT F

                                         PURCHASER TERMINATION PAYMENT

                                                                      Termination
                                                        Year
                                                                       Payment
                                                        Year 1          $1,596,805

                                                        Year 2          $1,448,476

                                                        Year 3          $1,287,769

                                                        Year4           $1,126,514

                                                        Year 5           $964,761

                                                        Year6            $480,361

                                                        Year 7           $464,631

                                                        Year 8           $445,029

                                                        Year 9           $424,846

                                                        Year 10          $404,057

                                                        Year 11          $382,655

                                                        Year 12          $360,569

                                                        Year 13          $341,945

                                                        Year 14          $329,216

                                                        Year 15          $311,473

                                                        Year 16          $293,178

                                                        Year 17          $269,608

                                                        Year 18          $244,487

                                                        Year 19          $218,677

                                                        Year 20          $192,071

                                                        Year 21          $164,593

                                                        Year22           $136,204

                                                        Year 23          $106,872

                                                        Year 24           $80,627

                                                        Year 25           $54,934




                                                              Exhibit F - 1

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