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Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8
Trinity Health Arena
ROOFTOP SYSTEM SITE LEASE AGREEMENT
This ROOFTOP SYSTEM SITE LEASE AGREEMENT (this “Lease”) is made and
entered into effective as of March 30, 2023 (the “Effective Date”) by and between Sunwealth
LLC, a Delaware limited liability company, having an office located at 2067 Massachusetts Ave
Suite 540, Cambridge, MA 02140 (“Lessee”), and the City of Muskegon, Michigan, a Michigan
Municipal Corporation, and located at 933 Terrace St, Muskegon, Michigan (“Lessor”). Each
of Lessor and Lessee are sometimes referred to as a “Party” and collectively as the “Parties.”
“Lessee” shall include any permitted assignees pursuant to an assignment under Section 10.1.1.
WHEREAS, Lessor is the owner of certain improved real property located in City of
Muskegon known as the Trinity Health Arena (the “Premises”), and desires to grant a non-
exclusive lease of the rooftop areas on said improvements, all as more particularly described on
Exhibit A attached hereto (the “Project Site”), and which includes the area on which the System
will be installed as depicted on Exhibit A (the “Project Area’);
WHEREAS, pursuant to the terms of this Lease and that certain Power Purchase
Agreement (“PPA”) between Lessee as Seller and Lessor as Purchaser, dated as of the date hereof,
Lessee will be the developer, own, and operate of photovoltaic solar energy generation equipment
(the “System”) as described in Exhibit C, and associated facilities and desires to obtain a non-
exclusive lease of the Project Site, in order to install and operate the System in the Project Area;
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, Lessor and Lessee hereby agree as follows:
AGREEMENT
1. DEFINITIONS. Capitalized terms shall have the meanings assigned to them herein or in
the body of the Lease.
2. LEASE.
21 Lease. For and in consideration of the Lease on the part of Lessee contained herein,
and under and subject to the terms and conditions hereof, Lessor hereby leases to Lessee and
Lessor leases from Lessee, as hereinafter set forth, a non-exclusive right to the Project Site and
exclusive right to the Project Area, including all air space thereof, located in the City of Muskegon,
Muskegon County, State of Michigan, further described on Exhibit A, Upon completion of
construction of the System, Lessee shall provide a revised Exhibit A to reflect the as-built
configuration of the System and Project Area. Therefore, this Agreement is an interest in and
encumbrance upon the Premises which shall run with the land and shall be binding upon the
Premises, and Lessor and its successors and assigns for the benefit of Lessee and its successors
and assigns.
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2.2 Term. The Parties acknowledge that, subject to the express provisions in this Lease
regarding earlier termination, this Lease shall be coterminous with the term of the PPA. (the
“Term”).
The initial term of this Lease (the "Initial Term") shall comrmence on the Effective Date and shall
continue through the last day of the twenty-fifth (25th) Commercial Operation Year (as defined in
the PPA) following the Commercial Operation Date (as defined in the PPA), unless othemrise
terminated earlier as provided hereunder.
This Lease may be renewed for an additional term (an "Extension Term") if the term of the PPA
is extended as provided in the PPA or othenvise. In the event of an Extension Term, such extension
period shall be upon the same terms and conditions as are provided for in this Lease. As used in
this Lease, the "Term" of this Lease shall refer to the Initial Term and any Extension Term, as
applicable.
In the event Lessor exercises an option to purchase pusuant to the PPA or Lessee otherwise
transfers the equipment constituting tbe System to Lessor under the PPA, this Lease shall terminate
as of the date of the closing of the transfer.
In the event that the PPA is terminated or expires for any other reason, Lessee shall (i) surrender
the Premises in accordance with Section 5.2 of this Lease and (ii) remove the System in accordance
with Section 2.5 of the PPA. For the avoidance of doubt, if Lessor does not exercise its purchase
option under the PPA, Lessor hereby grants Lessee a license to enter and remove the System upon
the expiration or termination of this Lease in accordance with Section 2.5 of the PPA.
2.3. Payment to Lessor. Lessee shall pay to Lessor as rent the one-time sum of $1.00
(the “One-Time Payment”) within fifteen (15) days after execution of this Agreement by both
Parties. Lessor acknowledges and agrees that the One-Time Payment constitutes payment in full
of rent for the Term, and no additional amount shall be due or owing to Lessor under this
Agreement.
2.4 Permitted Uses. Lessee shall have the exclusive right to occupy and use the Project
Area for solar energy conversion, for the collection and transmission of electric power, and for
related and incidental purposes and activities (collectively, “Operations”) including, but not
limited to, the construction, installation, improvement, relocation, operation, maintenance and
repair of the System and removal of the System. Lessee agrees that said right shall be non-
exclusive to other uses of the rooftop areas to be leased.
2.5 Lessee’s Exercise of Rights. Lessee may construct and install the System on the
Premises in the manner Lessee deems reasonable and appropriate; provided, however, that Lessee
shall not unreasonably interfere with Lessor’s use, operation, or maintenance of the Premises. The
System shall be installed within the areas of the Project Site.
2.6 Premises Utilities. Lessor shall provide existing and available utilities to the Project
Site in connection with Lessee's construction, start-up, maintenance, repair, replacement, operation
and removal of the System. Lessor acknowledges and agrees that Lessee’s use of the Premises
includes the nonexclusive appurtenant right to the use of water lines, sewer lines, storm water lines,
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power lines, and telephone and communication lines provided those uses are directly related to its
Operations at the Premises.
2.7. Construction Laydown Area. Lessor shall provide Lessee sufficient space on the
Premises for the temporary storage and staging of tools, materials and equipment reasonably
necessary during installation and any maintenance, repair, replacement or removal of the System,
provided that Lessee shall use commercially reasonable efforts to minimize disruption to Lessor’s
operations, and provided further that Lessee understands and acknowledges that space is limited
at the Premises. Lessor and Lessee shall coordinate and cooperate in determining the amount of
space and specific portion of the Premises necessary for such purposes.
2.8 Notice. Except as may be required by an emergency, Lessee shall give Lessor
reasonable written or telephonic notice before any entry onto the Premises outside of normal
business hours by Lessee’s employees, agents, or contractors. Notwithstanding anything to the
contrary in this Agreement, Lessee shall be permitted to access the Premises (i) during normal
business hours and (ii) twenty-four (24) hours a day, seven (7) days a week for emergency purposes
as reasonably determined by Lessee. In the event Lessee enters the Premises due to an emergency,
Lessee shall promptly notify Lessor of its entry and the nature of the emergency. Unless otherwise
agreed in advance, normal business hours shall mean Monday through Saturday, 7AM through
7PM.
3. EASEMENTS.
3.1 Access Easement and Use Rights. Lessor grants Lessee a nonexclusive easement
for access and use of the Premises, on, under, over, and across the Premises as mutually agreed
upon and detailed in Exhibit A (collectively, the “Easement Area”), for the purposes of locating,
installing, operating, maintaining, improving, repairing, relocating, and removing the System on
the Premises (the “Use Rights”). The Use Rights include the right of parking, access, and ingress
to and egress from the System on, over, and across the Easement Area during the Term, and shall
survive for a period of one hundred eighty (180) days following the termination of this Lease for
the purpose of removing the System. Without limiting the foregoing grant, Lessor covenants that
the Use Rights may be used to achieve all the purposes set forth in this Agreement. Throughout
the Term of the Lease, as described below, Lessor hereby grants Lessee an easement through the
Building, including all elevators, stairways or other access points of egress and ingress for
purposes of accessing the Rooftop for the purpose described herein and pursuant to the terms and
conditions set forth below.
3.2 Solar Easement. Lessor hereby grants Lessee a solar easement on, over, and above
the Easement Area for the free passage of solar radiation to the System. Lessor shall not obstruct,
or allow any tenant, contractor, employee or assignee of Lessor to obstruct, the passage of direct
solar radiation across the Easement Area to the System. Trees, structures, and improvements
located on the Easement Area as of the Effective Date shall be allowed to remain, and Lessee may
not require their removal; provided that Lessee may require that any trees or other vegetation be
pruned or trimmed to the point that they do not obstruct the passage of direct solar radiation across
the Easement Area to the System to a degree greater than on the Effective Date. Neither Lessor
nor any of Lessor’s tenants, contractors, employees or assignees shall place or plant any trees,
structures, or improvements on the Easement Area after the Effective Date that may, in Lessee’s
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sole judgment, impede or interfere with the passage of direct solar radiation to the System, unless
Lessor has received prior written approval from Lessee. Lessee and Lessor further agree to execute
and record such instruments or addenda to this Agreement as may be required under applicable
State or local law to evidence the solar easement granted in this Section.
4, RIGHTS OF LESSEE.
4.1 Solar Resources. Lessee shall have the sole and exclusive right to convert all of the
solar resources of, and to conduct Operations on, the Project Area. Lessor shall not grant any
rights in the Premises purporting to permit others to conduct Operations on the Premises in
derogation of Lessee’s sole and exclusive rights and privileges hereunder for a period of ten (10)
years from the Effective Date of this Lease. Without the prior written consent of Lessee, Lessor
shall not (i) waive any right available to Lessor or grant any right or privilege subject to the consent
of Lessor by law or contract, including without limitation any environmental regulation, land use
ordinance, or zoning regulation, with respect to setback requirements, or other restrictions and
conditions respecting the placement of the System on the Premises or (ii) grant, confirm,
acknowledge, recognize, or acquiesce in any right claimed by any other Person to conduct
Operations on the Premises, and Lessor agrees to give Lessee notice of any such claims and to
cooperate with Lessee in resisting and disputing such claims.
4.2 Signage. All permanent signs located on the Premises shall be subject to the
reasonable requirements of the Lessor. Temporary signage during construction shall be permitted,
subject to Lessor's prior approval as to the type, size, number, location and duration of such
proposed signs, which approval shall not be unreasonably withheld or delayed. All other signage
shall be prohibited.
4.3 Enforcement of Legal Rights. Lessee shall have the right to enforce Lessor’s rights
under applicable laws protecting solar energy systems from obstruction. Lessor shall cooperate
with any efforts by Lessee to enforce such rights.
4.4 Non-Interference. In no event during the Term will Lessor construct, build or
locate, or allow others to construct, build, or locate any equipment or facilities (solar or
otherwise) that would interfere with the Solar Equipment or otherwise engage in, or allow others
to engage in activity, that might impede the Solar Equipment's access to the sun or decrease the
output or efficiency of the Solar Equipment.
5. CONSTRUCTION, COMMERCIAL OPERATIONS AND SYSTEM REMOVAL.
5.1 Construction. Lessee is responsible for designing, constructing, operating and
maintaining the System in compliance with any and all applicable permits or authorizations needed
from any Governmental Authority or Utility for construction, operations, maintenance, and
decommissioning of the System. In accordance with the terms of this Lease and the PPA, Lessor
shall install or cause to be installed the Systems in a good and workmanlike manner free from
defects, which, upon the Commercial Operation Date, such Systems will have an aggregate
approximate nameplate generating capacity rating as shown in Exhibit B of the PPA.
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5.1.1 Consent. Lessor hereby consents to the construction of the System, at
Lessee’s sole cost and expense, in accordance with the plans and specifications set forth on the
attached Exhibit C.
5.1.2 Safety and Compliance. Lessee shall, or cause its contractors and
subcontractors to, comply with Lessor’s reasonable and customary safety requirements and to
coordinate construction of the System with Lessor so as to reasonably minimize disruption to the
Premises and to Lessor’s normal operations and activities thereon. Lessee shall further cause its
contractors, subcontractors, employees and representatives to comply at all times comply with all
applicable federal, state and local laws, ordinances, rules, and regulations applicable to the
construction, owenrship, operation and or maintenances of the System.
5.1.3 Hazardous Materials. Lessee shall not use, store or release Hazardous
Materials on the Premises. As used in this Agreement, “Hazardous Materials” means any
substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic under
any applicable law, and asbestos and petroleum, including crude oil or any fraction thereof, natural
gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and
such synthetic gas).
5.1.4 Additional Requirements. Lessee shall submit to Lessor for Lessor’s
approval, at least fifteen (15) days prior to the proposed construction start date, a proposed
construction schedule identifying the times at which Lessee desires to conduct construction
activities on the Premises. If Lessor objects to the proposed construction schedule, Lessor and
Lessee shall cooperate to come to an agreement upon such schedule. If at any time during the Tern
of this Agreement either Party requests a change to the construction schedule, the Parties shall
cooperate with each other to revise the construction schedule in writing.
5.1.5 Changes, Alteration and Additions. Lessee shall provide Lessor with
Lessee’s drawings of the System (the “Drawings”) and Lessor shall, within fifteen (15) business
days of receipt thereof, either (i) approve such Drawings or (ii) provide Lessor with comments to
such Drawings. If Lessor does not provide approval or comments to Lessee within such fifteen
(15) business day period, the Drawings shall be deemed approved by Lessor. If Lessor provides
comments to such Drawings during such fifteen (15) business day period, Lessee and Lessor shall,
in good faith, work together to finalize the Drawings. Except as otherwise set forth in the
Drawings, Lessee shall not make any alterations, additions, or improvements to the Premises
("Alterations") without the prior written consent of Lessor, which shall not be unreasonably
withheld or delayed. All Alterations shall be done in a good and workmanlike manner and so as
not to damage or alter the primary structure or structural qualities of any building, and shall be lien
free upon completion, and shall be undertaken and completed in accordance with Applicable Laws.
5.1.6 Acknowledgment of Lessor for Roof Mounted Systems. Lessor
acknowledges that the installation of all or a portion of the System will require physically mounting
and adhering the System to the roof of the Premises, including penetrations into the roof surface.
Lessor agrees to review and approve any System load studies provided by Lessee, including those
relating to the weight of the System and the integrity of the roof. Installation of the System shall
be completed in a manner so as not to damage the building upon which such System is installed.
If damage to a building occurs as a result of Lessee’s acts or omissions, Lessee shall promptly
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repair such damage at its sole cost and expense. Lessee shall, at Lessee’s sole cost and expense,
shall operate and maintain the System in good repair and condition, in accordance with all
applicable laws, in such a manner so as not to unreasonably interfere with any other equipment or
systems (including HVAC systems, satellite, antennae, or other transmission facility) existing as
of the Commencement Date on the building or their equivalent replacements after the
Commencement Date.
5.1.7. Notification During Construction. Lessee shall promptly notify Lessor in
writing of any actions, claims, suits, notices of violation, fines, penalties, orders, revocations, and
other proceedings related to violations or alleged violations of environmental laws, including, but
not limited, to permits issued thereunder, which are asserted against Lessee or any of Lessee's
personnel in connection with the Systes or their activities on, along, adjacent to or near the
Premesis by any Governmental Authority. Lessee will keep Lessor informed on a regular basis of
the progress made and resolution of such events.
5.1.8 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 forth in this Section 5.1.8 (the
“Conditions") and shall include a declaration by Lessor to that effect. The Conditions are:
(a) The System is capable of delivering Energy Output to the Point of
Delivery as provided in Section 4.9 of the PPA;
(b) Seller has provided a list of the System’s major equipment, showing
the make, model and nameplate capacity of such equipment, and has certified the
nameplate capacity of the System;
(c)
The System has, if applicable, demonstrated the reliability of its
communications systems; and
(d)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.
5.2. Removal Upon Termination. Upon the termination or expiration of this Agreement
for any reason, Lessee shall, within one hundred eighty (180) days after the date of expiration,
remove the System from the Premises, and restore the rooftop to its condition as of the Effective
Date, normal wear and tear excepted. Removal of the System shall be at the cost of Lessee.
6. THE PREMISES.
6.1 Confirmation of Ownership. At the request of Lessee, Lessor shall obtain executed
and acknowledged instruments and such other documents as Lessee or Lessee’s title company may
require to confirm Lessor’s ownership of the Premises or to complete or evidence the full granting
of the leasehold interest in the Premises as intended by this Agreement. Lessee shall be responsible
for obtaining any Premises or Project Area surveys, if necessary, that are not already in the Lessor’s
6
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possession. Lessor shall not be responsible for any third-party costs associated with this Section
6.1.
6.2 Liens.
6.2.1 Subordination. If any recorded or unrecorded lien, encumbrance, covenant,
condition, reservation, restriction, easement, lease, sublease, occupancy, tenancy, mineral right,
option; right of first refusal or other matter (each, an "Encumbrance") is found or claimed to exist
against the Premises or any portion thereof (regardless whether such Encumbrance existed as of
the date hereof or was created thereafter), and Lessee determines that such Encumbrance might
delay, interfere with or impair the operation of the System in accordance with the terms of the
PPA’ the exercise of any of Lessor's other rights under this Lease or the financing of any project,
then Lessor shall be entitled to obtain a subordination, non-disturbance agreement, consent or other
agreement (in a form and containing provisions reasonably requested by Lessor) from the holder
of such Encumbrance. Lessor shall fully and promptly cooperate with Lessee's efforts to obtain
the same, and Lessor shall be reimbursed for such cooperation.
6.2.2 Notice to Premises Lienholders and Release. Lessor shall give effective
notice of Lessee’s ownership of the System and the System’s status as personal property to all
parties having an interest in or any mortgage, pledge, lien (including mechanics’, labor or
materialmen’s liens), charge, security interest, or encumbrance of any nature (collectively,
“Liens”) upon the real property and fixtures that are part of the Premises. If there is any Lien
against the Premises that could reasonably be construed as prospectively attaching to the System
as a fixture of the Premises, Lessor shall obtain a disclaimer or release of such Lien. Lessor
consents to the filing of a disclaimer of the System as a fixture of the Premises in the office where
real estate records are customarily filed in the jurisdiction of the Premises, and any other filing by
Lessee in a public office regarding its ownership of the System deemed necessary or appropriate
by Lessee, and Lessor hereby appoints Lessee as its agent with regarding to any such filing and
authorizes Lessee to take required actions on Lessor’s behalf required for such filing.
6.2.3 System Liens. Lessor shall not directly or indirectly allow any Lien on or
with respect to the System by, through or under Lessor. If Lessor becomes aware of a Lien on the
System by, through or under Lessor, Lessor shall promptly give Lessee written notice of such Lien
and shall take such action as is necessary or appropriate to have such Lien discharged and removed.
Lessor shall indemnify Lessee against all reasonable costs and expenses (including reasonable
attorneys’ fees) incurred in discharging and releasing any such Lien.
6.2.4 Premises Liens. Lessee shall not directly or indirectly allow any Lien by,
through or under Lessee, on or with respect to the Premises or any interest therein, excluding
Lessee’s leasehold interest created pursuant to this Agreement, or any other asset of Lessor,
including, without limitation, any Lien arising from or relating to the construction, ownership,
maintenance or operation of the System by Lessee. Lessee shall defend and indemnify Lessor
against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on
appeal) incurred in discharging and releasing any such Lien.
6.3 Quiet Enjoyment. Lessee shall enjoy quiet and peaceful use, enjoyment and
possession of the Premises, free from any claim of any entity or person of superior title thereto
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without hindrance to or interference with or molestation of Lessee’s quiet enjoyment thereof, and
neither Lessor nor any person claiming by, through or under Lessor shall disturb Lessee’s quiet
and peaceful use, enjoyment and possession of the Premises.
6.4 No Interference. Lessor hereby agrees, for itself, its agents, employees,
representatives, successors, and assigns, that it will not initiate or conduct activities that it knows
or reasonably should know may damage, impair, or otherwise adversely affect the System or its
functions, including without limitation activities that may adversely affect the System’s exposure
to sunlight. Lessor further covenants for itself and its agents, employees, representatives,
successors, and assigns that it will not (i) interfere with or prohibit the free and complete use and
enjoyment by Lessee of its rights granted under this Agreement; (ii) take any action that will
interfere with the availability and accessibility of solar radiation over and above the Premises; (iii)
take any action that will or may interfere with the transmission of electrical energy to or from the
Premises; (iv) take any action that may impair Lessee’s access to the Premises for the purposes
specified in this Agreement; (v) plant or maintain any vegetation or erect or maintain any structure
that will, during daylight, cast a shadow on the System; or (vi) take any action that may impair
Lessee’s access to any portion of the System.
6.5 System Property of Lessee, Transfer of the Premises. Lessor acknowledges and
agrees that Lessee is the exclusive owner and operator of the System and all equipment (including,
but not limited to, photovoltaic modules or panels, inverters, meters, wire, data monitoring
equipment, and cabling), components and moveable property of Lessee attached to or used in the
operation of the System, that no portion or component of the System is a fixture, and that in the
event that the Premises are sold, leased, assigned, mortgaged, pledged, or otherwise alienated or
encumbered (a “Transfer’’), such Transfer shall not attach to or affect the System, or Lessee’s
ownership rights to the System.
6.6 Transfer of Premises. Lessor shall not Transfer all or any portion of the Premises
unless the transferee agrees in writing that its interest in the Premises is subject and subordinate in
all respects to the terms of this Lease. Lessor shall give Lessee at least sixty (60) days’ prior notice
of any Transfer of all or any portion of the Premises. Any such notice shall identify the transferee,
the portion of the Premises to be transferred, and the proposed date of the Transfer.
6.7 Premises Security, Health and Safety. Lessor shall provide reasonable measures
for the security of the Premises, including restricting access to the area on which the System is
located and providing monitoring of the Premises’ security alarms, if applicable. Lessor shall
maintain the Premises in a structurally sound and safe condition consistent with all applicable
Laws. If Lessor becomes aware of any circumstances relating to the System that creates an
imminent risk of damage or injury to the System or any employee of Lessee, Lessor shall promptly
notify Lessee.
6.8 System Security. Lessee may install all security measures that Lessee, in its sole
discretion, determines are or may be reasonably necessary for the System. Such measures may,
but will not necessarily, include warning signs, fences, barbed wire closed and locked gates, and
other measures appropriate and reasonable to protect against damage or destruction of the System
or injury or damage to persons or property resulting from the System and Operations.
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6.9 Maintenance of Premises. Lessor shall, without interfering with the operation of
the System, maintain the Premises in good condition and repair, including the integrity of the roof,
so that Lessee is able to comply with its obligations under this Agreement. Lessor shall use
commercially reasonable efforts to maintain Lessor’s electrical energy equipment located on the
Premises in good condition and repair so as to be able to receive and use the Energy generated by
the System. Lessor shall maintain its connection and service contract(s) with its local utility, or
any successors thereto, so that Lessor can, upon any suspension or interruption of delivery of
energy from the System, provide the Premises with its full requirements for electricity.
6.10 System Maintenance. During the Term, Lessee shall, at Lessee’s sole cost,
maintain the System, the Project Site and all areas of the Premises used by Lessee in the
Operations, in accordance with applicable laws and Prudent Operating Practices. Seller shall
promptly notify Purchaser of any matters of which it is aware pertaining to any damage to or loss
of use of a System or that could reasonably be expected to adversely affect a System or the
Premesis. Seller shall repair any damage to the System arising out of any circumstance, other than
obligations of the Purchaser identified in this Agreement or the Lease and the acts or omissions or
malfeasance of the Purchaser's agents or employees.
6.11 Roof Maintenance. Lessor shall be solely responsible for, and bear all costs and
expense relating to, maintaining the roof of the buildings on which the System is located, including
all required repair (including leak repair), remediation and maintenance of such roof, unless such
repair, remediation and maintenance is required as a direct result of the negligent installation,
maintenance, or repair of the System. Lessor shall consult with Lessee before performing any
required roof repair, remediation and maintenance that may affect the System, and Lessee shall be
permitted to witness any such repair, remediation and maintenance. In the event the System must
be temporarily disconnected or removed in order for Lessor to perform roof repair, remediation or
maintenance, Lessor shall consult with Lessee in advance of any such activity, Lessee shall
disconnect and remove the System at Lessor’s expense, and Lessor shall pay to Lessee lost income
and environmental attribute Damages for the period during which the System is disconnected.
Lessor shall be responsible for maintaining and enforcing all warranties relating to the roof.
6.12 System Relocation. In the event of an emergency, Lessor may request that Lessee
relocate the System, at Lessor’s expense, to another suitable location on the Premises, provided
that (a) the Parties shall use reasonable efforts to perform the relocation during the months of
October through March and outside of normal business hours and (b) Lessor shall pay to Lessee
lost income and environmental attribute Damages for the period during which the System is
disconnected in connection with such relocation.
6.13 Clean Condition. Lessee shall not unreasonably clutter the Project Site or the
Premises and shall collect and dispose of any and all of Lessee’s refuse and trash.
6.14 Taxes. Lessor shall be responsible for any personal property and real estate taxes
levied against any property installed by Lessor on the Premises and for any real estate taxes, if
any, caused by Lessor's use of the Premises. If Lessor fails to pay the taxes or any other monetary
obligations for which it is responsible hereunder, or otherwise defaults under this Agreement, then,
in addition to its other rights and remedies, Lessor shall have the right to pay such taxes and other
obligations, and/or cure any such default by any appropriate means; and the cost thereof shall be
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reimbursed to Lessor by Lessee within thirty (30) days of Lessor's demand. If Lessee fails to pay
Lessor within said thirty (30) days, Lessor may offset such cost against any amounts owed by it to
Lessee.
6.15 Environmental Attributes. The Parties further agree that all Environmental
Attributes (defined below) and Solar Incentives (defined below) belong solely to Lessee (and/or
to any persons/entities listed as Lessee’s permitted assigns or sub-lessee(s)in Section 15) and shall
remain the personal property of Lessee (and/or of any persons/entities listed as Lessee’s permitted
assigns or sub-lessee(s) in Section 15) and shall not attach to or be deemed a part of, or fixture to,
the Premises. The Solar Facility and other improvements shall at all times retain the legal status
of personal property as defined under Article 9 of the Michigan Uniform Commercial Code.
“Environmental Attributes” shall mean, without limitation, carbon trading credits, renewable
energy credits or certificates, emissions reduction credits, emissions allowances, green tags,
tradable renewable credits, or Green-e® products with respect to the Solar Facility. “Solar
Incentives” include, without limitation, any accelerated depreciation, installation or production-
based incentives, investment and production tax credits and subsidies arising from the Solar
Facility.
7. REPRESENTATIONS AND WARRANTIES
7A Representations of Lessor. Lessor represents and warrants to Lessee that:
7.1.1 Lessor has the requisite legal capacity to enter into this Agreement and
fulfill its obligations hereunder, that the execution and delivery by it of this Lease 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 the entering into of this Agreement and the fulfillment of its obligations hereunder does not
contravene any law, statute or contractual obligation of Lessor;
7.1.2 this Agreement constitutes Lessor'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;
7.1.3. no suit, action or arbitration, or legal administrative or other proceeding is
pending or has been threatened against the Lessor that would have a material adverse effect on the
validity or enforceability of this Agreement or the ability of Lessor to fulfill its commitments
hereunder, or that could result in any material adverse change in the business or financial condition
of Lessor;
7.1.4 Lessor owns the Premises in fee simple, subject to no liens or encumbrances
except as set forth in Exhibit B. All persons or entities having any ownership or possessory interest
in the Premises are signing this Agreement;
7.1.5 no governmental approval (other than any governmental approvals which have
been previously obtained) is required in connection with the due authorization, execution and delivery
of this Agreement by Lessor or the performance by Lessor of its obligations hereunder which Lessor
will be unable to obtain in due course; and
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7.1.7 Lessor acknowledges that it has inspected the Rooftop, that Lessor warrants
the condition thereof and its suitability for Lessee’s use, and that, except as may be expressly
provided to the contrary in this Lease, Lessor shall make any alterations, improvements, or repairs
in and to the Rooftop to make same ready for Lessee's use and occupancy.
7.2 Representations of Lessee. Lessee represents and warrants to Lessor that:
7.2.1 Lessee has the requisite corporate, partnership 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 the entering into of this Agreement and the
fulfillment of its obligations hereunder does not contravene any law, statute or contractual
obligation of Lessee;
7.2.2 this Agreement constitutes Lessee’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;
7.2.3 no suit, action or arbitration, or legal administrative or other proceeding is
pending or has been threatened against the Lessee that would have a material adverse effect on the
validity or enforceability of this Agreement or the ability of Lessee to fulfill its commitments
hereunder, or that could result in any material adverse change in the business or financial condition
of Lessee; and
7.2.4 no governmental approval (other than any governmental approvals which
have been previously obtained) is required in connection with the due authorization, execution and
delivery of this Agreement by Lessee or the performance by Lessor of its obligations hereunder
which Lessee will be unable to obtain in due course.
8. DEFAULT; REMEDIES.
8.1 Lessee Default. Each of the following events shall constitute a “Lessee Default”:
8.1.1 Lessee materially breaches any term of this Agreement and (i) if such
breach is capable of being cured within thirty (30) days after Lessor’s notice of such breach, Lessee
has failed to cure the breach within such thirty (30) day period, or (ii) if Lessee has diligently
commenced work to cure such breach during such thirty (30) day period but such breach is not
capable of cure within such period, Lessee has failed to cure the breach within a further one
hundred fifty (150) day period (such aggregate period not to exceed one hundred eighty (180) days
from the date of Lessor’s notice); and
8.1.2 (i) Lessee commences a voluntary case under any bankruptcy law; (ii)
Lessee fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any
petition filed against Lessee in an involuntary case under any bankruptcy law; or (iii) any
involuntary bankruptcy proceeding commenced against Lessee remains undismissed or
undischarged for a period of sixty (60) days.
1]
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8.2 Lessor’s Remedies. Ifa Lessee Default has occurred and is continuing, Lessor may
terminate this Agreement by written notice to Lessee following the expiration of the applicable
cure period, and may exercise any other remedy it may have at law or equity.
8.3 Lessor Defaults. The following events shall be defaults with respect to Lessor
(each, a “Lessor Default’):
8.3.1 Lessor materially breaches any term of this Agreement and such breach
remains uncured for thirty (30) days following notice of such breach to Lessor, or such longer cure
period as may be agreed to by the Parties; and
8.3.2 (1) Lessor commences a voluntary case under any bankruptcy law; (ii)
Lessor fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any
petition filed against Lessor in an involuntary case under any bankruptcy law; or (iii) any
involuntary bankruptcy proceeding commenced against Lessor remains undismissed or
undischarged for a period of sixty (60) days.
8.4 Lessee’s Remedies. If a Lessor Default has occurred and is continuing, Lessee may
terminate this Agreement by written notice to Lessor following the expiration of the applicable
cure period. Lessee may also exercise any other remedy it may have at law or equity, including
recovering from Lessor all resulting damages, which damages shall include, but not be limited to,
the lost income and environmental attribute Damages and all other amounts of any nature relating
to this Agreement.
9. LIMITATIONS.
9.1 Limitation of Liability. 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. THE FOREGOING NOTWITHSTANDING, THE LOST
INCOME AND ENVIRONMENTAL ATTRIBUTE DAMAGES SHALL NOT BE
CONSIDERED CONSEQUENTIAL DAMAGES AND SHALL NOT BE SUBJECT TO THE
LIMITATIONS SET FORTH IN THIS SECTION.
9.2 Equitable Relief. The Parties acknowledge that money damages would not be a
sufficient remedy for any breach of this Agreement, and that, accordingly, in the event of any
such breach or threatened breach, either Party shall be entitled to immediately seek any and all
remedies available to it at law or in equity, including but not limited to an injunction or specific
performance, from a court of competent jurisdiction.
10. FINANCING ACCOMMODATIONS.
10.1. Lessor Acknowledgment. Lessor acknowledges that Lessee may finance the
System and that Lessee’s obligations may be secured by, among other collateral, a pledge or
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collateral assignment of this Agreement and a security interest in the System. In order to facilitate
such financing, and with respect to each Financing Party Lessor agrees as follows:
10.1.1 Consent to Collateral Assignment. Lessee shall have the right to assign this
Lease as collateral for financing or refinancing of the System, and Lessor hereby consents to the
collateral assignment by Lessee to any Financing Party of Lessee’s right, title, and interest in and
to this Agreement.
10.1.2 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 Lessee, any and all rights and remedies of Lessee under this
Agreement in accordance with the terms of this Agreement. Financing Party shall also be
entitled to exercise all rights and remedies of secured parties generally with respect to this
Agreement and the System.
(b) Financing Party 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 Lessee hereunder or cause to be cured any default or event of default of Lessee
in the time and manner provided by the terms of this Agreement. Nothing herein requires
Financing Party to cure any default of Lessee (unless Financing Party has succeeded to
Lessee’s interests) to perform any act, duty, or obligation of Lessee, but Lessor hereby
gives Financing Party 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 Lessee to Financing Party, Financing
Party shall give notice to Lessor of the transferee or assignee of this Agreement. Any such
exercise of remedies shall not constitute a Lessee Default.
(d) Upon any rejection or other termination of this Agreement pursuant
to any process undertaken with respect to Lessee under the United States Bankruptcy Code,
at the request of Financing Party made within ninety (90) days of such termination or
rejection, Lessor shall enter into a new site lease agreement with Financing Party or its
assignee on substantially the same terms as this Agreement.
10.1.3 Financing Party Cure Rights. Lessor shall not exercise any right to
terminate or suspend this Agreement unless Lessor has given prior written notice to each Financing
Party of which Lessor has notice. Lessor’s notice of an intent to terminate or suspend must specify
the condition giving rise to such right. Financing Party has the longer of thirty (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 Party may have up to an additional ninety (90) days to cure if Financing Party
commences to cure the condition within the thirty (30) day period and diligently pursues the cure
thereafter. Lessor’s and Lessee’s obligations under this Agreement shall otherwise remain in
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effect, and Lessor and Lessee shall be required to fully perform all of their respective obligations
under this Agreement during any cure period.
10.1.4 Continuation Following Cure. If Financing Party or its assignee acquires
title to or control of Lessee’s assets and cures all defaults existing as of the date of such change in
title or control within the time allowed by Section 10.1.3, then this Agreement shall continue in
full force and effect.
10.2 Notice of Defaults and Events of Default. Lessor agrees to deliver to each
Financing Party a copy of all notices that Lessor delivers to Lessee pursuant to this Agreement.
11. NOTICES.
11.1 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 Lessee: Sunwealth, LLC
2067 Massachusetts Ave, Suite 540
Cambridge, MA 02140
Attention: Jonathan Abe
Phone: 617-752-7322
With a copy to:
To Lessor: City of Muskegon
933 Terrace Steet
Muskegon, MI 49440
Attention: Jonathan Seyferth, City Manager
Phone: 231-724-6724
With a copy to: Chart House Energy LLC
1310 11" St.
Muskegon, MI 49441
Attention: Rob Rafson
Phone: 231-246-7816
12. GOVERNING LAW; DISPUTES.
12.1. Choice of Law. This Agreement shall be construed in accordance with the laws of
the State of Michigan, without regard to its conflict of laws principles.
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12.2 Disputes.
12.2.1 Management Negotiations. The Parties shall use all reasonable efforts to
settle disputes through negotiation between authorized members of each Party’s senior
management. Either Party may, by written notice to the other Party, request a meeting to initiate
negotiations to be held within fifteen (15) Business Days of the other Party’s receipt of such
request, at a mutually agreed time and place. If the matter is not resolved within thirty (30)
Business Days of their first meeting, either Party may pursue arbitration in accordance with Section
11.2.2.
12.2.2 Arbitration. Any controversy or dispute not amicably resolved by the
Parties or through management negotiations shall be settled by binding arbitration. Either Party
may initiate arbitration by giving written notice to the other Party. The notice shall state the nature
of the claim or dispute, the amount involved, if any, and the remedy sought. The dispute shall be
submitted to an independent arbitrator mutually selected by the Parties. If the dispute has a value
in excess of $100,000.00, then at the election of either Party, there shall be a panel of three (3)
arbitrators. If the Parties do not mutually agree on the arbitrator(s), the Parties shall then utilize
the American Arbitration Association (or another entity mutually acceptable to the Parties) to
provide the required independent arbitrator(s). The decision of the appointed independent
arbitrator(s) shall be final and binding on the Parties. In rendering a decision, the arbitrator(s) shall
comply with the Construction Industry Arbitration Rules of the American Arbitration Association
then in effect. Notwithstanding that the Construction Industry Arbitration Rules may provide
otherwise, the prevailing Party in any such arbitration shall be entitled to recover its arbitration
cots, inclusive of counsel, expert, arbitrators’ and administrative fees, from the losing Party, as
determined by the arbitrator(s). Any such arbitration shall be conducted in New York, NY.
13. INDEMNIFICATION.
13.1. Lessee’s General Indemnity. Lessee shall indemnify, defend, and hold harmless
Lessor (including Lessor’s permitted successors and assigns) and Lessor’s subsidiaries, directors,
officers, members, shareholders, employees and agents (collectively, “Lessor Indemnified
Parties”) from and against any and all third-party claims, losses, costs, damages, and expenses,
including reasonable attorneys’ fees, incurred by Lessor Indemnified Parties arising from or
relating to (i) Lessee’s breach of this Agreement, or (ii) the negligence or willful misconduct of
Lessee’s invitees. Lessee’s indemnification obligations under this Section 13.1 shall not extend to
any claim to the extent such claim is due to the gross negligence or willful misconduct of any
Lessor Indemnified Party.
13.2 Lessee’s Environmental Indemnity. Lessee shall indemnify, defend and hold
harmless the Lessor Indemnified Parties against, any claims, costs, damages, fees, or penalties
arising from a violation by Lessee or Lessee’s agents or contractors of any federal, State, or local
law, ordinance, order, or regulation relating to the generation, manufacture, production, use,
storage, release or threatened release, discharge, disposal, transportation, or presence of any
Hazardous Material on or under the Premises.
13.3 Lessor’s General Indemnity. To the limited extent permissible under State of
Michigan Law, Lessor shall indemnify, defend, and hold harmless Lessee (including Lessee’s
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permitted successors and assigns) and Lessee’s subsidiaries, directors, officers, members,
shareholders, employees and agents (collectively, “Lessee Indemnified Parties’) from and against
any and all third-party claims, losses, costs, damages, and expenses, including lost income and
environmental attribute Damages and reasonable attorneys’ fees, incurred by Lessee Indemnified
Parties arising from or relating to (i) Lessor’s breach of this Agreement, (ii) the negligence or
willful misconduct of Lessor or Lessor’s invitees, or (iii) the failure of building or roof to support,
in whole or in part, the System as installed, including changes in roof surface incline. Lessor’s
indemnification obligations under this Section 13.3 shall not extend to any claim to the extent such
claim is due to the gross negligence or willful misconduct of any Lessee Indemnified Party.
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.
13.4 Lessor’s Environmental Indemnity. To the limited extent permissible under State
of Michigan Law, Lessor shall indemnify, defend and hold harmless the Lessee Indemnified
Parties for, from, and against, any claims, costs, damages, fees, or penalties, including lost income
and environmental attribute Damages, arising from the presence of any Hazardous Materials on or
under the Premises, except to the extent that such presence is attributable to a violation by Lessee
or Lessee’s agents or contractors of any federal, State, or local law, ordinance, order, or regulation
relating to the generation, manufacture, production, use, storage, release or threatened release,
discharge, disposal, transportation, or presence of any Hazardous Material on or under the
Premises. 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.
14. INSURANCE.
14.1 Insurance Required. Each Party shall maintain in full force and effect throughout
the Term, with insurers of recognized 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 [X, insurance coverage
in the amounts and types set forth on Exhibit D. Each policy of insurance maintained by Lessor
shall (a) name Lessee as loss payee (to the extent covering risk of loss or damage to the Premises
or the System) and as an additional named insured as its interests may appear (to the extent
covering any other risk); and (b) contain endorsements providing that such policy shall not be
cancelled or amended with respect to the named insured and its designees without thirty (30) days’
prior written notice to Lessee. Each Party shall, within ten (10) days of written request therefor,
furnish current certificates of insurance to the other Party evidencing the insurance required
hereunder.
14.2 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.
14.3 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.
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15. MISCELLANEOUS.
15.1. Assignments. Neither Party 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, Lessee
may assign any of its rights, duties, or obligations under this Agreement, without the consent of
Lessor, (i) to any of its affiliates, (ii) to any third party in connection with a financing transaction,
or (iii) to any purchaser of the System.
15.2 Entire Agreement. This Agreement 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.
15.3 Amendments. This Agreement may only be amended, modified, or supplemented
by an instrument in writing executed by duly authorized representatives of Lessee and Lessor.
15.4 No Partnership or Joint Venture. Lessee and Lessee’s agents, in the performance
of this Agreement, shall act in an independent capacity and not as officers or employees or agents
of Lessor. This Agreement shall not impart any rights enforceable by any third party (other than
a permitted successor or assignee bound to this Agreement).
15.5 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 part of this Agreement and are incorporate by reference
herein.
15.6 Remedies Cumulative; Attorneys’ Fees. No remedy herein conferred upon or
reserved to any Party 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 Party shall pay to the
prevailing Party a reasonable sum for 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.
15.7 Waiver. The waiver by either Party 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.
15.8 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.
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15.9 Counterparts and Facsimile Signatures. This Agreement may be executed in i
counterparts, which shall together constitute one and the same agreement. Facsimile or portable
document format (“.PDF”) signatures shall have the same effect as original signatures, and each
Party consents to the admission in evidence of a facsimile or photocopy of this Agreement in any
court or arbitration proceedings between the Parties.
15.10 No Partnership or Sale. Nothing contained in this Agreement shall be deemed or
construed by the Parties or by any third person to create the relationship of principal and agent,
partnership, joint venture, buyer and seller real property, or any other association between Lessor
and Lessee, other than the relationship of lessor and lessee.
15.11 Memorandum of Lease. Lessor and Lessee agree to execute and record a
memorandum of this Lease. Lessor shall execute, with notarization, and deliver to Lessee together
with the its initial delivery of the signed Agreement a recordable Memorandum of Lease in a form
reasonably acceptable to the Parties (“Memorandum of Lease’), which shall include the Exhibit A
description of the Premises and which Lessee shall then record in the Official Records of the
County in which the Premises are located. Lessee shall be responsible for the cost of recordation.
15.12Estoppel Certificate. From time to time, upon written request by Lessee, Lessor
shall provide within seven (7) days thereafter an estoppel certificate attesting, to the knowledge
of Lessor, of Lessee’s compliance with the terms of this Agreement, or detailing any known
issues of noncompliance.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOEF, the Parties have caused this System Site Lease Agreement
to be duly executed and delivered as of the Effective Date.
LESSEE LESSOR
Sunwealth, LLC City of Muskegon, Michigan
Giigned dby by: (Lee Dani el
J. VanderHeide
Du \Vederfled 2024.08.28 09:44:48
ov") 79993449. . -04'00'
By:. By:
Name; 207 Abe Name
Title: creo Title:
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EXHIBIT A
PREMISES; PROJECT SITE
Site Address: 470 W. Western, Muskegon, MI 49440
APTRATS |
3.5° TALLY
\
Eu VETE:
20 TONFIVES.
STILATY VETER:
[neko Tass (23
Exhibit A
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EXHIBIT B
ENCUMBRANCES ON LESSOR’S TITLE
Per the City of Muskegon, there are no encumbrances on this property.
Exhibit B
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EXHIBIT
C
SYSTEM DESCRIPTION
TRINITY HEALTH ARENA
General Information
Project Address 470 W. Western, Muskegon, MI 49440
Utility Territory Consumers Energy
System Size DC 449,78 kW
System Size AC 400 kW
DC System Voltage 480 Vv
AC System Voltage 480 V Three Phase V
Project Equipment
Data Acquisition System SolarEdge
Module
Manufacturer Mission
Module Size 430W
# Modules 1,046
Inverter
Manufacturer SolarEdge
Inverter Size 100kW
# Inverters 4
Racking
Description Ballasted roof mount
Manufacturer Unirac Ecofoot 2+
Inter Row Spacing 2ft
Tilt 10
Azimuth 180
Exhibit C
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EXHIBIT D
INSURANCE REQUIREMENTS
(a) Lessee shall obtain and maintain the following insurance policies:
(i) Comprehensive general liability insurance against liability for injury to or death of
any Person or damage to property in connection with the use, operation or condition of the System
of not less than one million dollars ($1,000,000) combined single limit per occurrence and annual
ageregate. Lessor shall be named as an additional insured under this liability insurance, provided
however that Lessee shall in no event be obligated to repair or replace Lessor’s buildings or
Premises;
(ii) Lessee may satisfy the insurance requirements contained in this Agreement though
any combination of primary and/or excess coverage; and
(iii) | Lessee may elect to self-insure any or all of the insurance requirements contained
in this Agreement.
(b) Lessor shall obtain and maintain the following insurance policies:
(i) Comprehensive general liability insurance 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 one million dollars ($1,000,000) combined single limit per occurrence
and annual aggregate. Lessee shall be named as an additional insured under this liability insurance;
(ii) All-risk property insurance with coverage equal to the replacement value of the
Premises. Lessee shall be named as an additional insured under this policy;
(iii) | Lessor may satisfy the insurance requirements contained in this Agreement though
any combination of primary and/or excess coverage; and
(iv) Lessor may elect to self-insure any or all of the insurance requirements contained
in this Agreement.
Exhibit D
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