Approved Agreements and Contracts 2024/08/27 Rooftop System Site Lease Trinity Health Arena

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                                                                                             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:
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
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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
            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

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