View the PDF version Google Docs PDF Viewer
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. 42538557. 1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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, 42538557 .1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557.1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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. 42538557.1/063684.00052 Docusign Envelope ID: 08D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557.1/063684.00052 Docusign Envelope ID: 08D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557.1/063684.00052 Docusign Envelope 1D: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557. 1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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. 42538557.1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557.1/063684.00052 Docusign Envelope ID: 0901A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 10 42538557, 1/063684.00052 Docusign Envelope 1D: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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] 42538557.1/063684,00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 12 42538557. 1/063684,00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 13 42538557. 1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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. 14 42538557.1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 i) 42538557.1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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. 16 42538557.1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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. 17 42538557. 1/063684,00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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] 18 42538557. 1/063684.00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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: Docusign Envelope !D: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 Docusign Envelope 1D: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 EXHIBIT B ENCUMBRANCES ON LESSOR’S TITLE Per the City of Muskegon, there are no encumbrances on this property. Exhibit B Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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 42538557.1/063684,00052 Docusign Envelope ID: 09D1A86D-D44A-4D08-AEC1-A4EC5277C5A8 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
Sign up for City of Muskegon Emails