Beverly Hills City Council
October 28, 2025

AGENDA REPORT
Meeting Date: October 28, 2025
Item Number:

To: Honorable Mayor & City Council
From: Josette Descalzo, Environmental Compliance and Sustainability Program Manager
Logan Phillippo, Real Property Development Manager
Subject: SOLAR AND STORAGE SITE LEASE AGREEMENT WITH COAST

ENERGY DEVCO, LLC AT ROXBURY PARK COMMUNITY CENTER
Attachments: 1. Lease

RECOMMENDATION
Staff recommends City Council approve a lease agreement with Coast Energy DevCo, LLC (“Coast Energy”) to install solar panels and related equipment (the “Solar Facilities”) on the rooftop of the Roxbury Park Community Center at 471 South Roxbury Drive.

INTRODUCTION
The lease will allow Coast Energy to install and maintain, at no cost to the City, the Solar Facilities on the rooftop of Roxbury Park Community Center. The Solar Facilities will generate clean energy, enhance grid resilience, and provide backup battery to critical systems at the building during outage events. The lease agreement is part of the City’s membership in the Clean Power Alliance (“CPA”).

DISCUSSION
The CPA is a partnership of local jurisdictions in the Los Angeles and Ventura areas to pool energy needs and purchase energy on behalf of residents, businesses, and municipal agencies while the existing power utility, Southern California Edison, manages the transmission and distribution of the power purchased by the CPA through the existing power grid. The City has been a member of the CPA since 2018, and on May 24, 2022, City Council approved a Memorandum of Understanding (“MOU”) to participate in CPA’s Power Ready Program to install the Solar Facilities at Roxbury Park Community Center.

Meeting Date: October 28, 2025

Seven other agencies are participating in the Power Ready Program: City of Agoura Hills, City of Oxnard, City of Sierra Madre, City of South Pasadena, City of Westlake Village, Los Angeles County, and Ventura County.

In addition to generating clean energy and enhancing grid resilience, a key benefit of the program is that it guarantees four hours of battery backup to critical systems (identified by Staff) at the Roxbury Park Community Center, with the system installed at no cost to the City. According to CPA Staff, the battery could provide up to 27 hours of backup power depending on the battery charge level and availability of sunlight during an outage event. The battery could also supply the building’s critical systems and fill/charge while sunlight is available. So, depending on the power generated during daylight hours and the usage during both daylight and non-daylight hours, the system could supply the building’s critical systems with energy for several days depending on weather conditions and power consumption. In all cases, the backup battery will provide at least four hours of power to the building’s critical systems during an outage event. The Power Ready Program is not intended to offset or reduce the City’s electricity bills.

The lease includes the following key terms:
• Term: 20-years after the Solar Facilities are constructed and certified; • Rent: $10.00 per month, paid annually;
• Termination Option and Payment: The City may terminate at its sole discretion upon 60 days prior written notice subject to relocation of the Solar Facilities at the City’s expense, or payment of a termination payment, 1,547,783 in Year 1 and reducing to $211,202 in Year 20 at the end of the lease term. • Buyout Option: The City may purchase the Solar Facilities for their fair market value at the expiration of the term;
• Maintenance: Coast Energy shall maintain the Solar Facilities at its sole expense and the City shall maintain the building, landscaping, and systems not related to the Solar Facilities;
• Tree Trimming: Coast Energy warrants that as of the effective date of the lease (i) no existing trees interfere with the Solar Facilities’ access to sunlight and (ii) no tree trimming or removal will be required or requested as part of its installation. Understanding that over the 20-year term trees may grow and eventually interfere with access to sunlight, Coast Energy may request the City trim (but not remove) trees to maintain access to sunlight as it existed as of the lease’s effective date. Trimming shall be performed in a manner recommended by an arborist that is selected by the City and Coast Energy shall pay for the tree trimming; and
• Damage and Destruction: If (i) the building on which the Solar Facilities are installed is damaged or destroyed, (ii) insurance proceeds are received by the City to fully repair the damage, and (iii) the City subsequently chooses not to rebuild, repair or replace any part of the premises or building, the lease shall terminate and the City shall pay the applicable termination payment. [Continues Next Page]
Meeting Date: October 28, 2025

FISCAL IMPACT
The City will not incur expenses related to the installation or maintenance of the Solar Facilities. The lease will generate $120 per year and $2,400 in total over the 20-year term. If the City were to terminate the lease early, the City would be responsible for the application termination payment, detailed in Exhibit K of the lease. The energy generated by the Solar Facilities will not offset or reduce the City’s electricity bills.

Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
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SOLAR AND STORAGE SITE LEASE AGREEMENT
This SOLAR AND STORAGE SITE LEASE AGREEMENT (“Lease”) is made and entered into as of October 28, 2025 (the “Effective Date”), by and between the CITY OF BEVERLY HILLS, a California municipal corporation (“City” or “Lessor”) and COAST ENERGY DEVCO, LLC, a Delaware limited liability company (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties”.

RECITALS
A. City is the owner of certain real property, consisting of land and certain improvements, buildings, and other structures located thereon, as more particularly described on Exhibit A (the “Property”).

B. The Property is identified as a site for energy resilience as part of the Power Ready Program (“Program”). Clean Power Alliance of Southern California (“CPA”) administers the Program to support community energy reliability efforts in its service territory by providing public agencies with an on-site energy resiliency project that also provides significant community benefit and demand response capabilities to CPA.

C. After issuing and administering a competitive Request for Offers, CPA selected Lessee as the third-party developer to develop behind-the-meter battery energy storage and solar photovoltaic generation energy systems at developer’s sole cost and expense at the sites selected for the Program, including the Property, subject to developer entering a Solar and Storage Site Lease Agreement with the site owners.

D. Lessee and CPA have entered into a Renewable Power Purchase Agreement dated February 9, 2024, as further amended by that First Amendment to the Power Purchase Agreement dated October 16, 2025. (“PPA”), wherein Lessee has agreed to build, finance, own and operate, at its cost, a solar photovoltaic energy generation system and associated battery energy storage system (together, the “Facility”), as more particularly described in Exhibit B on a portion of the Property and CPA has agreed to purchase from Lessee the electrical energy produced by the Facility.

E. In order to build and operate the Facility, Lessee requires access to and use of the Premises, as further described below.

F. City agrees to lease the Premises to Lessee on the terms and conditions set forth in this Lease.

NOW, THEREFORE, in consideration of these Recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows:

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LEASE PROVISIONS
ARTICLE 1
INTERPRETATION; EXHIBITS.

1.1 Interpretation.
(a) The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(b) In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting.

1.2 Recitals. The Recitals set forth above are true and correct and are hereby incorporated into this Lease as if fully set forth herein.

1.3 Exhibits. The following Exhibits are attached to and made part of this Lease as if fully set forth herein.

EXHIBIT A DESCRIPTION OF PROPERTY

EXHIBIT B DESCRIPTION OF FACILITY

EXHIBIT C DEFINITIONS

EXHIBIT D DESCRIPTION OF PREMISES

EXHIBIT E SECURITY MEASURES

EXHIBIT F WORK SCHEDULE

EXHIBIT G INSURANCE REQUIREMENTS

EXHIBIT H FORM OF LENDER CONSENT AND AGREEMENT

EXHIBIT I MEMORANDUM OF LEASE

EXHIBIT J RESERVED

EXHIBIT K TERMINATION PAYMENT

EXHIBIT L BUILDING RULES

EXHIBIT M FORM OF ESTOPPEL BY LESSOR
ARTICLE 2
DEFINITIONS.

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Capitalized terms used in the Lease and not otherwise defined herein have the meanings set forth in Exhibit C (Definitions).

ARTICLE 3
LEASE.

City hereby leases to Lessee, subject to the terms and conditions set forth in this Lease, the land, floor space, rooftop space, and additional cabling space for associated utility lines, cables, conduits, wires, and equipment in Exhibit D (of the “Premises” and which is located on a portion of the Property), which the Parties have determined are necessary to allow for the Permitted Uses.

Unless specifically provided in this Lease, Lessee accepts the Property and the Premises “asis” on the Effective Date of this Lease, with no representations or warranties, express or implied, from City as to the condition of the Property or Premises (and Lessee acknowledges that Lessee has had an opportunity to inspect the Property and Premises and may obtain leasehold title insurance at Lessee’s cost).

ARTICLE 4
RENT.

In consideration for the lease of the Premises, Lessee shall pay City monthly rent of ten dollars ($10.00), or one hundred twenty dollars ($120.00) annually, which shall be paid annually on July 1, without notice or demand of any kind by City. All payments shall be submitted to: Office of the Cashier of City at 455 North Rexford Drive, Beverly Hills, California 90210, or at such other address or to such other persons as City may from time to time designate in writing. The first year’s rent may be pro-rated, and is due within ten (10) Business Days of the Effective Date.

ARTICLE 5
TERM, TERMINATION.

5.1 Term.
(a) Definition. This Lease shall commence on the Effective Date and shall remain in effect until:
(i) Twenty (20) years after the earlier of: (1) the Commercial Operation Date, or (2) the date that is eighteen (18) months after the Effective Date, provided that such date described in this clause (2) shall be extended on a day-forday basis in the event of: (A) Force Majeure delays described in Section

21.5 below, or any delays in the Commercial Operation Date for which both of the following are true: (A) they are caused by delays by CPA, the interconnecting utility or a governmental authority, and (B) they could not be prevented, or shortened by Lessee using commercially reasonable efforts; plus (i.e., in addition to such 20 year period, as so extended) the ninety (90) day removal period provided under Section 5.4 below (the “Term”), except where a Buyout Option is exercised by City with respect to the Facility; or
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(ii) The Lease has been terminated by either the City or Lessee in accordance with the terms of this Lease, or otherwise terminates, in accordance with the terms of this Lease.
(b) Within five (5) Business Days after the Effective Date, Lessee shall provide City with a copy of the Commercial Operation Date Certificate submitted to CPA under the PPA.

5.2 Termination. The City, in its sole discretion, shall have the right to terminate this Lease as follows:
(a) Public Purpose. If the City determines that it requires the Premises or portions thereof at any time or multiple times during the Term for any public purpose as determined by City in its sole discretion, upon sixty (60) days prior written notice to Lessee, the City may in its sole discretion either: (i) find an alternative Cityowned replacement site that has substantially similar insolation and reasonably acceptable access to the utility grid (with appropriate upgrades or otherwise), that Lessee may use for the System; provided, however, that the City shall pay for the reasonable costs of removal, lost revenue from production and costs of reinstallation of the System (including interconnection and utility related fees from the existing Premises to the new site) and City agrees to execute a new lease for the new site, with all other terms of this Lease remaining the same in such new lease; provided further that Lessee shall use commercially reasonable efforts to remove and reinstall the System without delay and endeavor to minimize lost production time, or (ii) terminate this Lease and pay to Lessee the applicable Termination Payment.
(b) Event of Default. City may terminate this Lease following a Lessee Event of Default in accordance with Section 23.5 of this Lease.

5.3 Buyout Option for the Facility. At the expiration of the Term, the City has the option, in its discretion, to purchase the Facility at a price determined to be the fair market value, determined in accordance with section 5.3(A)(ii) below, or at a price mutually agreed to by the Parties. The City may exercise its Buyout Option, however, it is not obligated to complete the purchase. For purposes of City determining whether to exercise its Buyout Option, Lessee shall allow City to inspect the Facility to verify its condition. (a) Exercise of Buyout Option: Notice; Fair Market Value. (i) If the City desires to exercise its Buyout Option, City will, no later than six (6) months prior to expiration of the Term, notify Lessee of City's election to exercise its Buyout Option.
(ii) “Fair Market Value”. The “fair market value” of the Facility shall be determined by an independent, third-party appraiser mutually agreed upon by Lessor and Lessee having substantial experience in the valuation of solar facilities similar to the Facilities. If City and Lessee are unable to agree on Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 5 B0785-0001\3082795v2.doc
the third-party appraiser within 10 business days after City’s election notice, then City shall propose an appraiser having substantial experience in the valuation of solar facilities similar to facility, and Lessee shall not unreasonably withhold or delay its approval of such appraiser (and shall specify in writing any reasons for disapproval), to perform the fair market value appraisal. The reasonable costs of the fair market value appraisal shall be borne by Lessee, provided however, if the City decides not complete the purchase for any reason, the City shall reimburse Lessor for the reasonable cost of the appraisal.

5.4 Removal of Facility.
(a) Except where the Buyout Option is exercised by City with respect to the Facility, Lessee shall at its sole expense, remove the Facility and all its associated equipment and materials completely, vacate the Premises and Property, and restore the Premises to its original condition, taking into account any repair and replacement of the roof pursuant to this agreement, and not including restoration of normal wear and tear, within ninety (90) days of:
(i) Expiration of the Term; or
(ii) Earlier termination.
(b) Lessee shall restore the Premises to its original condition (excluding reasonable aging, wear and tear) to the reasonable satisfaction of City, including any damage to the Premises or the Property caused by the Facility or its removal. Lessee shall cause waterproofing testing to be conducted on the Building by a waterproofing consultant registered though the International Institute of Building Enclosure Consultants, and if such testing reveals any points of failure that are determined by such consultant to have been caused primarily by the Facility, Lessee shall repair such points of failure using a contractor/vendor selected by Lessee, subject to Lessor’s reasonable approval.
(c) Before departure, Lessee shall return any of City’s keys, including any copies of such keys, and other City personal property to City in good, clean and sanitary condition, reasonable wear and tear excepted.
(d) Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents. Upon City’s written request, Lessee shall participate in a walk-through inspection of the Premises to verify the condition of the Premises. (e) City shall provide Lessee with reasonable access to perform the necessary removal activities.
(f) Upon City’s written request, the lighting, plumbing, utility, and heating fixtures installed by Lessee shall remain upon the Premises upon termination or expiration of this Lease.

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ARTICLE 6
USE OF PREMISES.

6.1 Permitted Uses. Lessee shall use the Premises exclusively for the purpose of development, engineering, design, construction, installation, operation, maintenance, monitoring, cleaning, repair, replacement, decommissioning and removal of the Facility described in Exhibit B of this Lease, in its entirety or any component thereof (“Permitted Uses”). (a) No City monies shall be required to fund the development, construction, financing, maintenance, and/or operation of the Facility.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder.
(a) Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral purpose. Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City Property or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises or Access Property.
(b) No materials or articles other than the Facility of any nature shall be stored outside upon any portion of the Premises or Property, except those used for construction, in an area to be designated by City. Lessee will not use Premises or Property in a manner that unreasonably increases the risk of fire or cost of fire insurance. (c) No sign or placard shall be painted, inscribed or placed in or on the Premises without the City’s prior written consent; and no tree or shrub thereon shall be destroyed or removed without the prior written approval of City as described in Section 7.1(b), and no waste shall be committed with respect to the Property. Lessee acknowledges that City will not approve any request to remove a species from the City’s Protected Trees registry, as updated from time to time. (d) Except as set forth in section 7.1(C), no bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Premises except for designated parking or storage spaces. No repair, overhaul, or modification of any motor vehicle shall take place on the Property or the street in front of said Property.
(e) Lessee, at its own expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, except damage occasioned by ordinary wear and tear, and except damage to City facilities and Property which is not the fault of Lessee or its invitees, licensees or contractors. Lessee shall document, through the use of photographs, the condition of the Premises prior to the commencement of any work.

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6.3 Condition and Use of Premises. Except as expressly set forth in this Section 6.3, City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the Parties that Lessee has personally inspected the Premises, knows its condition and accessibility, finds it fit for Lessee’s intended use, accepts it as is, and has ascertained that it can be used for the Permitted Uses.

6.4 Rooftop Replacement. [RESERVED]
ARTICLE 7
ACCESS.

7.1 For Lessee.
(a) Ingress & Egress. City hereby grants to Lessee, for the Lease Term, a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Lessee for the Permitted Uses and as mutually agreed upon by the Parties (the “Access Property”).
(b) Access to Sunlight; Tree Trimming. The City (solely in its capacity as property owner, and not in its capacity as a governmental or permitting authority) shall not cause any material interference or permit any material interference (solely to the extent such interference is within the control of the City in its capacity as the owner of the Property) with the Facility’s access to sunlight as such access exists as of the Effective Date, except for future growth of trees and vegetation. Lessee warrants that as of the Effective Date, there is no such interference with access to sunlight, and that no tree or vegetation trimming or removal will be required or requested as part of the installation and construction of the Facility by Lessee. From time to time during the operation of the Facility after construction, Lessee may request that City trim (but not remove), at Lessee’s sole expense, any trees or other vegetation to maintain access to sunlight as such access exists as of the Effective Date. Trimming shall be performed in a manner recommended by an arborist selected by City in the City’s sole and absolute discretion. If the arborist is not an employee of City, the costs of the arborist’s review and recommendations shall be paid entirely by Lessee.

Costs payable by Lessee hereunder shall constitute additional rent, and shall become due and payable five (5) business days after the City delivers to Lessee written demand for payment, with evidence of the costs to be paid. (c) Additional Temporary Space. City hereby grants to Lessee the temporary use of additional space on the Property, in such areas mutually agreed to in advance and in writing by the Parties, during the installation, maintenance, repair, replacement, improvement, or removal of the Facilities on or from the Premises. Upon completion of its installation, maintenance, repair, replacement, improvement, or removal activity, Lessee will remove all materials from the additional space and will restore the area to substantially the same condition in which it existed immediately prior to Lessee’s use.

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(d) Exclusive Access. Subject to the rights of Lessor to access the Premises as set forth in this Agreement, Lessee is granted exclusive access to the Premises.

7.2 For City.
(a) Public Property; Primary City Use. Lessee acknowledges and agrees that the Premises’ primary use is as public property operated by the City or its assignee at City’s sole discretion and with associated operator access. (b) Access for Inspection. In addition to its rights to inspect to determine whether to exercise its Buyout Option, City and City’s agents shall have the right to open or enter the Premises without notice, from time to time for the purpose of inspecting same, showing same to prospective City lenders or lessees, performing maintenance, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary.

7.3 Security Measures.
(a) Lessee shall comply with the security measures set forth in Exhibit E. (b) Lessee shall provide City with keys to any locks Lessee installs and codes to any security system it installs to allow City access to the Premises, subject to the notice requirements set forth in the Lease.

ARTICLE 8
HAZARDOUS MATERIALS.

8.1 Use of Hazardous Materials Prohibited. Lessee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Property by Lessee, its agents, employees, contractors or invitees. Notwithstanding the above, Lessee may install, operate, and maintain the Facility, provided Lessee does so in compliance with all applicable laws, regulations, Prudent Industry Practices, and instructions by the equipment manufacturers.

8.2 City’s Right to Perform Tests. At any time during the Term, City shall have the right to enter upon the Premises in order to conduct tests of water, soil and other relevant media or substances to assess the environmental condition of the Premises, provided that such tests do not interfere with the operation of the Facility.

ARTICLE 9
UTILITIES AND OPERATING EXPENSES.

9.1 City shall allow Lessor the use of City’s water already available on the Property and accessible to the Premises in reasonable quantities for purposes of construction, cleaning, and maintenance of the Facility (it being understood and agreed that Lessee’s access to such water is non-exclusive in that City and other third parties may also access such water), subject to any applicable State, regional, or local water rationing rules, regulations or Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 9 B0785-0001\3082795v2.doc
policies, and subject to matters and circumstances beyond City’s control. Lessee assumes all risk and liability associated with its use of such water. Lessee shall fully and promptly pay for all of the City’s actual expenses associated with Lessee’s water use if demanded in writing by City.

9.2 City shall have no obligation to provide any other utilities to Lessee.

ARTICLE 10
TAXES; SGIP INCENTIVE.

10.1 Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6.

10.2 Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Premises, the personal property contained on the Premises and other taxes, fees, and assessments regarding any of Lessee’s activities which take place at the Premises. As noted in Section

10.1 above, Lessee recognizes and understands in accepting this Lease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that such tax payment shall be the liability of and be paid by Lessee.

10.3 Self-Generation Incentive Program.
(a) City shall use commercially reasonable efforts to apply for and reasonably cooperate with Lessee to receive SGIP (as defined in Section 10.3(D) below) incentive funds, including by providing information necessary for Lessee to complete SGIP application paperwork, assisting Lessee to respond to SGIP-related questions from program administrators, etc.
(b) Lessee shall pay any required estimated rebate deposits and similar costs to the program administrator on behalf of City. City shall promptly provide notice to Lessee of any communications from any Governmental Authorities or SGIP administrators (including copies of all written communications) with respect thereto.
(c) City shall designate Lessee as the recipient of any and all SGIP incentive funds. If City receives any payment, distribution, refund or reimbursement of any deposits made by Lessee or SGIP incentive funds, City shall promptly forward such money to Lessee.
(d) “SGIP” means the California Public Utility Commission’s Self-Generation Incentive Program created pursuant to R.12-11-005 and all related CPUC decisions and rulings.

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ARTICLE 11
CONTRACTORS, CONSULTANTS; WORK HOURS.

11.1 Contractors, Consultants.
(a) Any contractor or consultant engaged by Lessee to install, construct, operate or maintain the Facility must be properly licensed.
(b) Lessee agrees to advise the City in writing of any contractors or consultants involved in the installation or construction of the Facility in advance of the commencement of the Construction Period, as defined in Exhibit F of this Lease. (c) Lessee is responsible for the conduct of its contractors and consultants, and any subcontractors thereto, and City shall have no contractual relationship with or responsibility for any such contractors or consultants. (d) All Lessee’s contractors and consultants must carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction consistent with requirements set forth in section 26 (Insurance). Such insurance shall contain waiver of subrogation clauses in favor of City and Lessee in accordance with the Provisions of Exhibit G (Insurance Requirements).

11.2 Work Hours.
(a) Lessee shall cause all installation, construction, maintenance, or operations work to be performed as authorized by any Lessee permit for such work and in accordance with the City’s applicable codes. All such work shall be in a manner that does not unreasonably interfere with City and City’s employees, visitors, lessees, licensees and their customers. Except for emergency situations or unplanned outages, Lessee shall notify the Lease Administrator at least seventy-two (72) hours in advance of such work and schedule the activities in coordination with the City to reasonably minimize interference with use of the Property.

ARTICLE 12
OWNERSHIP OF FACILITY.

12.1 Title to the Facility placed on the Premises by Lessee shall be held by Lessee during the Term. Notwithstanding anything to the contrary in this Lease, City and Lessee acknowledge and agree that the Facility is not a fixture to a City building and/or the Property, and City agrees that it will not claim, assert or assist any other entity in claiming or asserting that the Facility is a fixture to a City building and/or the Property.

12.2 In the event City exercises its Buyout Option, Lessee shall take whatever actions are reasonably necessary to transfer fee title ownership of the Facility to City, free and clear from any lien, or monetary or other encumbrances.

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12.3 Should this Lease be terminated for any reason prior to the expiration of the Term, except in the event City exercises its Buyout Option, all of the Facility placed by Lessee on the Premises shall remain under the ownership of Lessee and shall be removed by Lessee in accordance with section 5.4 of this Lease.

12.4 City acknowledges and agrees that:
(a) The City has no ownership interest in the Facility (except in the event City exercises its Buyout Option), and Lessee is, and will remain throughout the Term, the exclusive legal, beneficial and tax owner and operator of the Facility; (b) The City and its authorized representatives and invitees shall not, without Lessee’s prior written approval, modify, alter, service, repair or shut down any part of the Facility, or impair or interrupt the generation, storage or discharge of energy by the Facility or transmission of energy from the Facility to the Delivery Point (as defined in the PPA) and shall not permit any other person to do so; provided, if the City determines in good faith that Lessee has failed to take prompt and reasonable action to prevent any imminent risk of damage or injury to any Person or any Person’s property, the City shall have the right to take such action as it reasonably deems necessary to prevent such damage or injury, and shall give Lessee Notice of such actions. Such action may include disconnecting and removing all or a portion of the Facility, or suspending the supply of energy from the Facility to the Delivery Point.

In the event the City takes any such actions, directly or through a third party, Lessee shall reimburse the City for all such costs incurred by the City in taking such actions.
(c) Notwithstanding the Facility’s presence on the Premises, as between the City and Lessee, Lessee is the exclusive owner of the energy generated by the Facility and owner of any environmental attributes and environmental incentives of the Facility; (d) The Facility may not be sold, leased, assigned, mortgaged, pledged or otherwise alienated or encumbered by City (collectively, a “Transfer”), but City may sell, lease, assign, mortgage, pledge or otherwise alienate or encumber the Property, subject to this Lease; and
(e) Nothing shall prevent or limit City’s right to Transfer the Property or the Premises; however:
(i) City agrees to give Lessee at least fifteen (15) days written notice prior to any Transfer of all or a portion of the Property identifying the transferee, the portion of the Property to be transferred and the proposed date of transfer; and
(ii) City agrees that this Lease and any right-of-way granted hereunder shall run with the Property and the Premises and survive any Transfer of the Property or the Premises.

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ARTICLE 13
INSTALLATION AND CONSTRUCTION OF FACILITY BY LESSEE.

13.1 Installation of Facility.
(a) City Consent. City hereby consents to the installation on the Premises of the Facility by Lessee, as shown in Exhibit B (Description of Facility), subject to the conditions and obligations in this Lease Agreement, including without limitation the following. Lessee shall submit detailed plans and specifications for review and approval by the City as owner of the Premises prior to submitting same plans to the authority having jurisdiction for ministerial permitting. City shall have the right to require Lessee to promptly make reasonable modifications to the plans and specifications address: (i) any aesthetic concerns of the City; (ii) any safety concerns; (iii) any interference with any base-building mechanical, electrical plumbing, or structural systems; and/or (iv) anything that increases Landlord’s costs of operating and/or maintaining the building.
(a) Installation and Work. Lessee shall be responsible for the installation of the Facility, including all costs associated with the installation of the Facility. (i) Lessee shall obtain, at no cost and expense to City, all Permits, and execute all agreements, necessary for the installation and operation of the Facility.

Lessee is responsible for and City agrees to cooperate in Lessee’s seeking any and all Permits Lessee finds necessary or desirable for the installation of the Improvements. Lessee shall carry out or cause to be carried out all construction, installation, maintenance, and repair work in a good, efficient and workmanlike manner.
(ii) All installation and construction performed by or on behalf of Lessee shall materially and substantially conform to the plans, specifications, construction, and architectural standards contained in Exhibit B (Description of Facility), the siting and construction plan approved by the City, and approved building permit(s) for the Facility. (iii) All work shall be performed in a manner that complies with all applicable governmental permits, laws, ordinances, regulations, and emergency orders, and shall meet all other requirements contained in this Lease, including the Building Rules, as set forth in Exhibit L.
(iv) All work shall be conducted in a manner as will not unreasonably interfere with City’s operation or maintenance of the Property and the improvements thereon.
(v) Lessee shall, and shall cause its contractors to, keep the Premises and Access Property reasonably clear of debris, waste, material and rubbish and to comply with safety procedures established by City for the conduct of business on the Premises.

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(vi) Lessee shall keep the Premises free and clear of all claims and liens resulting from construction done by or for Lessee.
(b) As Built Plans. Lessee shall provide the Lease Administrator with a complete set of reproducible “as-built plans” reflecting actual construction within or upon the Premises upon completion of any: (i) new construction; (ii) structural alterations; or (iii) non-structural alterations costing more than twenty-five thousand dollars ($25,000).

ARTICLE 14
MAINTENANCE AND OPERATION OF FACILITY BY LESSEE.

14.1 Maintenance.
(a) City Responsibilities.
(i) Premises. City shall be responsible for the maintenance and repair of the overall Premises, other than the Facility, including main support systems not exclusively serving the Lessee’s Facility, such as electrical system repair, painting, structural repairs, and all maintenance of landscaped areas. (A) Relocation:
(1) City may request to move the Facility on a temporary basis to another location on the Property or to another site owned by City as necessary to perform City’s maintenance
responsibilities.
(2) For any such relocation that is required due to repair or maintenance work or another purpose unrelated to the
Facility, the City is responsible for all associated reasonable costs of removal and reinstallation and must proceed
diligently; provided, the City shall not be required to reimburse Lessee for any lost revenue under the PPA during the first thirty (30) days of such relocation, but shall reimburse Lessee for any lost revenues under the PPA in the event the Facility is uninstalled in excess of thirty (30) days (except to the extent such additional delays are caused by Lessee).
(ii) Access Property. City shall maintain or cause to be maintained, including repair and replacement as necessary, the Access Property serving the Premises.
(b) Lessee Responsibilities.
(i) Lessee shall be solely responsible for the maintenance of the Facility.

Lessee shall maintain, at Lessee’s expense, the Facility, including all related Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 14 B0785-0001\3082795v2.doc
equipment, furnishings, and trade fixtures upon the Premises in a safe, clean, wholesome, and sanitary condition required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Lease. Lessee agrees to promptly (and in no case later than within sixty (60) days written notice from City) restore the physical appearance and operational functionality of the Facility to such a condition, including paint, clean, and abate graffiti, to the reasonable satisfaction of City, and in compliance with all applicable laws, throughout the term of this Lease.

14.2 Facility Operation.
(a) Lessee shall be solely responsible for the operation of the Facility. Lessee’s obligation shall include, without limitation, the obligation to promptly make or pay (as determined by City) for any repairs to the Property or to the Premises to the extent the damage was directly caused by Lessee, its employees, agents, contractors or subcontractors.
(b) Lessee shall bear all risk of loss with respect to the Facility, except:
(i) As set forth elsewhere in this Lease; or
(ii) For the active or gross negligence or willful misconduct by the City or its agents and employees.
(c) Lessee shall operate the Facility so as to keep the Facility in good operating condition and repair, in compliance with all applicable laws, and in accordance with generally accepted practices of the electric industry, in general, and the solar generation industry in particular.
(d) Lessee shall operate the Facility in compliance with Prudent Industry Practices.

ARTICLE 15
RECORDS.

Lessee shall provide City with statistical data on any applicable Project Labor Agreement compliance and Lessee’s compliance with all prevailing wage requirements within sixty (60) days of a written request by City.

ARTICLE 16
SIGNS.

Lessee shall not place, construct, maintain, or allow any signs upon the Property without prior written consent of City, which consent shall be at the City’s sole discretion.

ARTICLE 17
ALTERATIONS BY LESSEE.

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Lessee shall not make any alterations or modifications to the Premises without obtaining the prior written consent of the Lease Administrator, which consent shall be at the City’s sole discretion.

Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises provided such fixtures and installation have been reviewed and approved by the Lease Administrator, which consent shall be at the City’s sole discretion.

ARTICLE 18
PREVAILING WAGES.

18.1 Prevailing Wage Requirement. Lessee represents and warrants to City that all prevailing wages obligations under California Labor Code Sections 1720 et seq. shall be satisfied through project labor agreement(s). Lessee shall defend, indemnify and hold City harmless from and against any and all claims, liabilities, damages, losses and costs and expenses (including without limitation attorneys’ fees and costs) arising from or relating to the inaccuracy of the foregoing representation, and failure to comply with such code sections. City is not obligated to monitor compliance with prevailing wages laws.

18.2 Targeted hire requirements. Lessee shall comply with the following targeted hire requirements:
(a) A minimum of 40% of all hours of project work shall be performed by Local Targeted Worker1 with priority given to residents of Los Angeles and Ventura Counties.
(b) A minimum of 10% of all hours of Project Work shall be performed by Disadvantaged Workers2 whose primary place of residence is within Los Angeles and Ventura Counties.
(c) 60% of all Journeymen Wiremen working on the project shall be graduates of a state approved joint labor management electrical apprenticeship program. (d) At least 10% jobsite electrical workers shall be OSHA 30-hour General Industry Safety and Health Certified.
(e) All Electrical Work3 will be performed by Journeymen Electricians, or Apprentices currently being trained in a California Approved Electrical Apprenticeship Program under the Supervision of a Journeyman Electrician.
1 Local Targeted Worker refers to workers located within a 25-mile radius of the project. 2 Disadvantaged Worker means an individual who, prior to commencing work on the project, meets the income requirements of a Targeted Worker and faces at least one of the following barriers to employment: (1) being homeless; (2) being a custodial single parent;(3) receiving public assistance; (4) lacking a GED or high school diploma; (5) having a criminal record or other involvement with the criminal justice system; (6) suffering from chronic unemployment; (7) emancipated from the foster care system; (8) being a veteran of the United States Armed Services; or (9) being an apprentice with less than 15% of the required graduating apprenticeship hours in a program. 3 Electrical work is defined as the handling of batteries, photovoltaic panels or panel cartridges (including any rigging for lifting of cartridges from delivery trucks, guiding cartridges onto support rails and sliding cartridges into final location), Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 16 B0785-0001\3082795v2.doc
(f) All Apprentices will be registered in a state of California approved apprenticeship program under the supervision of a certified electrician.

ARTICLE 19
REPRESENTATIONS AND WARRANTIES.

19.1 City represents and warrants that it has full right and authority to enter into this Lease and to perform all of City’s obligations hereunder and that all persons signing this Lease on its behalf are authorized to do so. Lessee represents and warrants that Lessee has full right and authority to enter into this Lease, and to perform all of Lessee’s obligations hereunder, and that all persons signing this Lease on its behalf are authorized to do so.

19.2 City represents and warrants that, on the Effective Date, (i) it owns fee title to the Property and is the sole owner of the Property (including the Premises), and (ii) City’s ownership of the Property (including the Premises) is subject to no Liens or exceptions to title other than Liens and exceptions to title that are (a) set forth on that certain Report of Title by Fidelity National Title, order number 5000006497, dated June 28, 2024 for the Property or (b) expressly disclosed in writing by City to Lessee prior to the Effective Date.

ARTICLE 20
HOLD HARMLESS; INDEMNIFICATION.

20.1 General Indemnification. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense and/or damage, however same may be caused, including all costs and reasonable attorney’s fees in providing a defense to any claim, arising from Lessee’s or its contractors, consultants, agents, or assigns negligence, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease or failure to comply with this Lease, together with reasonable attorneys’ fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. This indemnity shall be in addition to the Hazardous Materials Indemnity and Indemnity for claims arising out of construction contained in this Lease and shall survive the expiration of or early termination of the Lease Term.

20.2 Indemnity for Claims Arising Out of Construction. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense or damage arising out of work performed on the Property by Lessee or its contractors, consultants, agents or assigns, installation or rails supporting the panels or panel cartridges, installation and connection of any electrical wires and cables, connections to power conversion stations, electrical fixtures, electrical appliances, electrical apparatus, electrical raceways or trays, electrical conduits, electrical instrumentation and controls, and electrical startup and testing. Excluded from Electrical Work: The delivery and unloading of material, supplies and equipment to the Project Site or to locations designated throughout the Project Site for equipment and material staging, as determined by the Owner or Employer.

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together with reasonable attorneys’ fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims.

20.3 Hazardous Materials Indemnity.

Lessee shall protect, defend (with counsel acceptable to City), hold harmless, and indemnify the City, its City Council, commissions, officers, agents, volunteers, and employees from and against any and all claims, injuries, liabilities, costs, penalties, forfeitures, losses, and/or expenses or damages, including without limitation, diminution in value of the Property or Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property or Premises, damages arising from any adverse impact on the Property or Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Property by Lessee, Lessee’s agents, employees, contractors, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s or such failure to comply with any law applicable to the use, storage or disposal of Hazardous Materials, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Property or Site, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

City shall protect, defend (with counsel acceptable to Lessee), hold harmless, and indemnify the Lessee, its officers, agents, and employees from and against any and all claims, injuries, liabilities, costs, penalties, forfeitures, losses, and/or expenses or damages, including without limitation, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property or Premises, and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Property by City of Hazardous Material, or by City’s failure to comply with any law applicable to the use, storage or disposal of Hazardous Materials, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of City (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to City. City’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 18 B0785-0001\3082795v2.doc
cleanup or detoxification or decontamination of the Property or Site, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

20.4 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

20.5 Notice. Each Party shall give the Other Party prompt written notice of any claim or liability indemnified against under this Lease.

ARTICLE 21
CASUALTY DAMAGE; FORCE MAJEURE.

21.1 Subject to section 21.2 below, if the Premises, or any building or structure within or upon which the Facility is installed (“Building”), is damaged by fire, flood, earthquake, tornado, or other casualty (collectively “Casualty”), to such extent that material restoration can, in City’s estimation, be reasonably completed within six (6) months of the date of the Casualty, this Lease shall not terminate. Provided that insurance proceeds are received by City to fully repair the damage (if City is insured) or if City allocates adequate funding to fully repair the damage, City shall proceed to rebuild and repair the Premises and Building diligently and in the manner determined by City (provided City shall make available to Lessee not less than the same area and access to sunlight as existed prior to the Casualty), except that City shall not be required to rebuild, repair or replace any part of the Facility.

If City chooses not to rebuild, repair or replace any part of the Premises or Building, the Lease shall terminate, and City shall pay Lessee the applicable Termination Payment.

21.2 If all or a substantial part of the Premises or the Building is damaged by any Casualty so as to render the use of the Premises unsuitable for the Permitted Use as determined by a qualified engineering consultant retained by Lessee and reasonably acceptable to the City, or if, in the City’s estimation, material restoration cannot be completed within six (6) months of the date of the casualty, then either Party may elect to terminate this Lease on not less than thirty (30) days’ prior notice to the other Party. If neither Party elects to terminate this Lease pursuant to the previous sentence, provided that insurance proceeds are received by City to fully repair the damage (if City is insured) or if City allocates adequate funding to fully repair the damage, City shall proceed to rebuild and repair the Premises and Building diligently and in the manner determined by City (provided City shall make available to Lessee not less than the same area and access to sunlight as existed prior to the Casualty), except that City shall not be required to rebuild, repair or replace any part of the Facility. If City chooses not to rebuild, repair or replace any part of the Premises or Building, the Lease shall terminate, and City shall pay Lessee the applicable Termination Payment.

21.3 Notwithstanding anything herein to the contrary, if the Premises or Building are damaged or destroyed and are not fully covered by the insurance proceeds received by City or if the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 19 B0785-0001\3082795v2.doc
requires that the insurance proceeds be applied to such indebtedness or if the City does not allocate adequate funding to fully repair the damage, then in such cases, City shall have the right to terminate this Lease by delivering written notice of termination to Lessee within thirty (30) days after the date of notice to Lessor that said damage or destruction is not fully covered by insurance or such requirement is made by any such holder or adequate funding is not allocated, as the case may be, whereupon this Lease shall terminate.

21.4 Waiver. This Section 21 shall govern in the event of damage or destruction to the Premises or the Building. As a material inducement to City entering into this Lease, Lessee hereby waives any rights it may have under sections 1932, 1933(4), 1941, or 1942 of the California Civil Code with respect to any destruction of the premises, City’s obligation for tenantability of the Premises and Lessee’s right to make repairs and deduct the expenses of such repairs, under any similar law, statute or ordinance now or hereafter in effect.

21.5 Force Majeure. Force Majeure shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage; however this Section shall not be applied to delay any payments to be made by Lessee.

ARTICLE 22
ASSIGNMENT AND SUBLETTING.

22.1 City’s Consent Required.
(a) No Assignment Without Consent.
(i) Except as provided below in this Article 22, Lessee shall neither assign this Lease, nor any interest therein, and shall neither sublet nor encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City, in its sole and absolute discretion; provided, Lessee may assign its rights and obligations hereunder without City’s prior consent to (i) any Affiliate of Lessee; (ii) any Person that results from a merger of, reorganization of, or consolidation with Lessee or Lessee’s Affiliate; (iii) any Person that acquires all or substantially all of the stock or assets of Lessee or Lessee’s Affiliate, provided that such person’s creditworthiness is equal to or greater than that of Lessee, as reasonably determined by the City; or (iv) as collateral to Lessee’s financing parties as set forth in Section 22.1(b)(ii), so long as Lessee provides written notice of such assignment to City within thirty (30) days of such assignment.
(ii) Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.

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(iii) At City’s request, Lessee shall promptly deliver financial statements, information and other evidence satisfactory to City regarding any proposed assignment or change of control under this Article 22.
(b) Consent.
(i) Any direct or indirect change of control of Lessee (whether voluntary or by operation of law) shall be deemed an assignment and shall be subject to the same consent conditions set forth in Section 22.1(a)(i). (ii) Subject to the provisions of this Section 22.1(b)(ii), and so long as Lessee provides written notice to City within thirty (30) days of such assignment, Lessee shall be permitted to assign this Lease as collateral for any financing or refinancing of the Facility without the prior consent of the City. In connection with any financing or refinancing of the Facility by Lessee, City shall in good faith work with Lessee and Lessee’s financing party to execute a consent to collateral assignment of the Lease in a form substantially similar to the form of “Lender Consent and Agreement” attached hereto as Exhibit H.
(c) Assignment.
(i) Prior written notification of any assignment or transfer of this Lease shall be given to the City or Lessee, if required by the terms of this Agreement. (ii) This Lease shall be binding upon any permitted assignee or successor of Lessee.
(iii) Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person.
(iv) No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee’s obligations under this Lease.

22.2 Hazardous Materials. Without limiting City's authority to withhold its consent in other circumstances, it shall not be unreasonable for City to withhold its consent to an assignment or sublet to a proposed assignee or sublessee if:
(a) Any anticipated use of the Property by any proposed assignee or sublessee involves the generation or storage, use, treatment, disposal, or release of Hazardous Material in any manner or for any purpose, except, however, that the proposed assignee may install, operate, and maintain the Facility in accordance with the terms of this Lease; (b) The proposed assignee or sublessees has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contamination at a property, if the contamination resulted from Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 21 B0785-0001\3082795v2.doc
such assignee or sublessee's action, omission or other use of the property in question; or,
(c) The proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material.

22.3 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to perform all obligations by Lessee hereunder. The acceptance of consideration by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee.

ARTICLE 23
EVENT OF DEFAULT; REMEDIES.

23.1 Event of Default. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by Lessee (“Lessee Event of Default”):
(a) Failure to Make Payments. Failure by Lessee to make any payment required to be made by Lessee hereunder, where such failure continues for a period of ten (10) business days after City provides Lessee with written notice thereof. (b) Failure to Satisfy Lease Obligations. Inaccuracy of any of Lessee’s Representations and Warranties set forth in Section 19 of this Lease, or failure by Lessee to observe or perform any of the other covenants, conditions or provisions of this Lease in any respect where such failure shall continue for a period of thirty (30) days after City provides Lessee with written notice thereof; provided, however, that if the nature of Lessee’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessee Event of Default shall not have occurred if Lessee demonstrates to City’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessee Event of Default shall not occur under this Section 23.1(b) if the inaccuracy of the Representations and Warranties set forth in Section 19 of this Lease is not material, or if breach of the other covenants, conditions or provisions of this Lease is caused by an error or omission of an administrative or operational nature such that it is not material. (c) Assignment to Creditors: Debtor Status; Bankruptcy and Seizure. (i) Making, by Lessee, of any general arrangement or assignment for the benefit of creditors;
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(ii) Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days);
(iii) The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises, including the Facility, or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

23.2 Lessor Event of Default. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by City (“Lessor Event of Default”):
(a) Failure to Make Payments. Failure by City to make any payment required to be made by City hereunder, where such failure continues for a period of ten (10) business days after Lessee provides City with written notice thereof. (b) Failure to Satisfy Lease Obligations. Inaccuracy of the Representations and Warranties by City set forth in Section 19 of this Lease, or failure by City to observe any of the other covenants, conditions or provisions of this Lease in any respect where such failure shall continue for a period of thirty (30) days after Lessee provides Lessor with written notice thereof; provided, however, that if the nature of Lessor’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessor Event of Default shall not have occurred if Lessor demonstrates to Lessee’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessor Event of Default shall not occur under this section 23.2(B) if the inaccuracy of any of the Representations and Warranties by City set forth in Section 19 of this Lease is not material, or if the breach by City of any of the other covenants, conditions or provisions of this Lease is caused by an error or omission of an administrative or operational nature such that it is not material.
(c) Assignment to Creditors: Debtor Status; Bankruptcy and Seizure. (i) Making, by Lessor, of any general arrangement or assignment for the benefit of creditors;
(ii) Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessor, the same is dismissed within sixty (60) days);
(iii) The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessor’s assets located at or on the Premises or of Lessor’s interest in this Lease where possession is not restored to Lessor Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 23 B0785-0001\3082795v2.doc
within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessor’s assets located at or on the Property or of Lessor’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

23.3 Lessee Remedies. In the event of any Lessor Event of Default under this Lease, Lessee shall have the right to terminate this Lease upon written notice to Lessor. In the event of an early termination pursuant to this Section 23.3, Lessor shall pay to Lessee, within thirty (30) days of such termination, the applicable Termination Payment.

23.4 Termination of PPA. Any termination of the PPA shall cause this Lease to automatically terminate upon such termination of the PPA, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination.

23.5 Remedies of City. In the event of any Lessee Event of Default, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such Event of Default or breach:
(a) Termination. Terminate Lessee’s right to possession of the Property by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises, but not the Facility, to City. City shall not be required to pay any Termination Payment to Lessee. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of the Event of Default or breach, including but not limited to:
(i) The cost of recovering possession of the Premises;
(ii) Expenses for disposing of the Facility;
(iii) Expenses of reletting, including necessary renovation and alteration of the Property and the Facility; and
(iv) Reasonable attorneys’ fees.
(b) Continue Lease. Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises.

In such event, City shall be entitled to enforce all of City's rights and remedies under this Lease, including the right to recover fees and payments as they become due hereunder.
(c) Other Remedies. Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity.

23.6 No Relief from Forfeiture After Event of Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 24 B0785-0001\3082795v2.doc
and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Property by reason of any Event of Default or breach of this Lease by Lessee.

23.7 Disposition of Abandoned Personal Property. If the Lessee fails to remove any personal property belonging to Lessee from the Property within ninety (90) days after of the expiration or termination of this Lease, such personal property shall at the option of City be deemed to have been transferred to City and City shall have the right to remove and to dispose of such personal property without liability to Lessee or to any person claiming under Lessee, and the City shall have no need to account for such personal property.

ARTICLE 24
INTEREST ON PAST-DUE OBLIGATIONS.

Except as expressly provided herein, any amount not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.

ARTICLE 25
HOLDING OVER.

If Lessee remains in possession of the Premises or any part thereof after the expiration of the Term with the written consent of the City, such occupancy shall be a tenancy from month-to-month with all the obligations of this Lease applicable to Lessee. Nothing contained in this Lease shall give to Lessee the right to occupy the Premises after the expiration of the term, or upon an earlier termination for breach.

ARTICLE 26
INSURANCE.

26.1 Lessee’s responsibility for the Premises pursuant to this Lease begins immediately upon the Effective Date. Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Lease insurance coverage in amounts and in a form as set forth in Exhibit G (Insurance Requirements) attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Property. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit G (Insurance Requirements).

26.2 Lessee shall deposit with the Lease Administrator, on or before the Effective Date of this Lease, certificates of insurance necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Lease. Should Lessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Lessee to provide six months of coverage.

26.3 The Lease Administrator shall notify Lessee in writing of changes in the insurance requirements. If Lessee does not deposit copies of acceptable insurance policies with City Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 25 B0785-0001\3082795v2.doc
incorporating such changes within sixty (60) days of receipt of such notice, or in the event Lessee fails to maintain in effect any required insurance coverage, Lessee shall be in default under this lease without further notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Lease at the option of City.

26.4 The procuring of such required policy or policies of insurance shall not be construed to limit Lessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Lease or with use or occupancy of the Premises.

26.5 City Insurance. Upon Lessee’s request, City shall deliver to Lessee certificates of insurance evidencing the City’s insurance coverage for the Premises, which may be through self-insurance or risk pool. All such insurance maintained by City shall be for the exclusive benefit of City and Lessee shall have no right or interest therein.

ARTICLE 27
EMINENT DOMAIN.

27.1 If all of the Premises is condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease shall cease. The date of such termination shall be the effective date of possession of the Premises by the condemning public entity.

27.2 If only a part of the Premises is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the Permitted Uses, Lessee shall continue to be bound by the terms, covenants, and conditions of this Lease. If the condemnation of a part of the Premises substantially impairs the capacity of the remainder to be used for the Permitted Uses, Lessee may:
(a) Terminate this Lease and thereby be absolved of obligations under this Lease which have not accrued as of the date of possession by the condemning public entity; or (b) Continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Lease.
(c) Lessee shall provide City with written notice advising City of Lessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity.

27.3 City shall be entitled to and shall receive all compensation related to the condemnation, except that Lessee shall be entitled to:
(a) That portion of the compensation which represents the value for the remainder of the Lease term of any Lessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Lease term to the original Lease term, using a straight line approach; and
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(b) Any amount specifically designated as a moving allowance or as compensation for Lessee's personal property.
(c) Any applicable Termination Payment.

27.4 In the event of condemnation, Lessee shall have no claim under the Lease against the City for the value of any unexpired term of this Lease except as set forth in Section 27.3(a) above.

ARTICLE 28
DISPUTE MEDIATION.

28.1 Unless otherwise mutually agreed to, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease or its breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

28.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of the County of Los Angeles to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Lease.

28.3 The costs of mediation shall be borne by the Parties equally.

28.4 Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

ARTICLE 29
NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

ARTICLE 30
NON-DISCRIMINATION.

Lessee covenants by and for itself, its successors, executors, administrators and assigns, and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons, on account or race, color, creed, religion, sex, sexual orientation, marital status, national origin, actual or perceived gender identity, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises.

ARTICLE 31
CONFLICT OF INTEREST.

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31.1 Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance under this Lease. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested:
(a) Has been employed or retained to solicit or aid in the procuring of this Lease; or (b) Will be employed in the performance of this Lease without the divulgence of such fact to City.

31.2 In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official’s or employee’s duties as an official or employee of City, Lessee upon request of City shall immediately terminate such employment.

31.3 Violation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation.

ARTICLE 32
MEMORANDUM OF LEASE.

Promptly following execution of this Lease, each Party shall execute and cause to be duly acknowledged, a Memorandum of Lease in the form attached hereto as Exhibit I , and either Party may then record, at its sole expense, such Memorandum of Lease in the official records of the County of Los Angeles. Promptly upon the expiration or earlier termination of this Lease, Lessee shall execute and cause to be duly acknowledged a quitclaim deed as to its leasehold interest or a termination of memorandum of lease (in each case referring to the name, date, recording number and recording date of the Memorandum of Lease), and either Party may then record, at its sole expense, the same. The preceding sentence shall survive the expiration or earlier termination of this Lease.

ARTICLE 33
ESTOPPEL CERTIFICATES; FINANCING.

33.1 Each Party shall, from time to time, upon at least thirty (30) days prior written notice from the other Party, execute, acknowledge and deliver to the requesting Party a written instrument, in the form of Exhibit M (with respect to an estoppel requested by Lessee), or otherwise in form and substance reasonably acceptable to such requesting Party, certifying to such requesting Party, or any other Person specified by such requesting Party (including any financing party of Lessee): (i) that this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification, and the date to which charges under the Lease, if any, have been paid; (ii) whether or not to the knowledge of such Party there are then existing defaults under this Lease or any offsets or defenses in favor of such Party against enforcement of any of the terms, covenants and conditions of this Lease and, if so, specifying the same.

33.2 Lessor agrees and acknowledges that Lessee may elect to finance all or any portion of the Facility, including by utilizing tax equity or cash equity investment and/or through a Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 28 B0785-0001\3082795v2.doc
portfolio financing, which may include cross-collateralization or similar arrangements. In connection with any financing or refinancing of the Facility, Lessor shall execute and deliver such further consents, approvals and acknowledgments as may be reasonable and necessary to facilitate such transactions; provided, Lessor shall not be required to agree to any terms or conditions which are reasonably expected to have a material adverse effect on Lessor and all reasonable attorney’s fees incurred by Lessor in connection therewith shall be borne by Lessee.

ARTICLE 34
LIENS.

34.1 Lessee agrees at its sole cost and expense to keep the Premises and Facility free and clear of any and all claims, levies, liens, encumbrances, or attachments arising out of or related to charges by contractors, subcontractors and suppliers supplying goods or services to Lessee for work or services performed, materials or supplies furnished or obligations incurred by or on behalf of Lessee. Notwithstanding the Facility’s presence on the Premises, Lessee shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim (collectively, “Liens”) on or with respect to the Premises or any interest therein. Lessee also shall pay promptly before a fine or penalty may attach to the Premises any taxes, charges or fees of whatever type of any payments for which Lessee is responsible. Provided that Lessee complies with the preceding provisions of this Section 34.1, Lessee may grant or incur Liens on the Facility in connection with a financing permitted under Section 33.2.

34.2 If Lessee shall not, within ten (10) days following the imposition of any such Lien, cause the same to be released of record by payment or posting of a proper bond, City shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as City shall deem proper, including payment of the claim giving rise to such Lien. All sums paid by City on behalf of Lessee and all expenses incurred by City in connection therefore shall be payable to City by Lessee on demand with interest at the applicable interest rate.

34.3 The City shall not directly or indirectly cause, create, incur, assume or allow to exist any Lien on, affecting or with respect to the Facility (including any constituent element or component thereof) or any interest therein. The City shall immediately notify Lessee of the existence of any such Lien and shall promptly cause the same to be discharged and released of record without cost to Lessee. The City covenants and agrees to use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement, in form and substance reasonably satisfactory to Lessee, from each holder of any indebtedness secured by a mortgage or deed of trust covering the Premises during the Term.

ARTICLE 35
NOTICES.

35.1 All notices to the Parties shall be in writing, and shall be sent as follows:

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(a) To City:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California
90210
Attention: Real Estate
Management
with a required copy concurrently delivered to:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attention: City Attorney
To Lessee:

Coast Energy DevCo, LLC
840 Apollo St. Suite #351
El Segundo, CA 90245
Attention: Blair Herbert
with copies delivered via email to:
[email protected]
[email protected]

35.2 Any notice required or permitted to be given under this Lease must be in writing and may be given by certified mail, or overnight express delivery service. Notices shall be deemed communicated within forty-eight (48) hours after the time of mailing if mailed by certified mail, and within twenty-four (24) hours if mailed by express delivery service, excluding Saturdays, Sundays, and holidays. Any such notice shall be deemed sufficiently given if addressed to City or Lessee at the address specified above. Either Party may specify a different address for notice purposes or specify that a copy of any notice given to such Party be concurrently given to another person, by giving appropriate notice to the other Party.

ARTICLE 36
MISCELLANEOUS.

36.1 Time. Time shall be of the essence in this Lease.

36.2 Amendments. No alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

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36.3 Surrender of Lease Not Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subleases or subtenancies.

36.4 Integrated Document. This Lease, including any Exhibits attached hereto, embodies the entire agreement between City and Lessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements and amendments with City are subject to approval of the City Council of the City of Beverly Hills before City shall be bound thereby.

36.5 Waiver. Waiver by City of one or more conditions of performance, of an Event of Default, or of any breach of a condition under this Lease shall not be construed as a waiver of any other condition of performance or subsequent Events of Default or breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City’s failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

36.6 Severability. If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

36.7 No Construction Against Drafting Party. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

36.8 Governing Law. This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

36.9 Venue. In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Los Angeles.

36.10 Compliance with Laws. The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Lease.

36.11 Counterparts. Any number of counterparts of this Lease may be executed and each shall have the same force and effect as the original.

36.12 No Third-Party Beneficiaries. Nothing in this Lease shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 31 B0785-0001\3082795v2.doc
it being the intent of the Parties that this Lease shall not be construed as a third-party beneficiary contract.

36.13 Survival. Any provision of this Lease that expressly or by implication comes into or remains in full force following the termination or expiration of this Lease, including, without limitation section 20 (Hold Harmless/Indemnification) shall survive termination or expiration of this lease.
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IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective Date.

CITY: CITY OF BEVERLY HILLS,
a California municipal corporation
By: ______________________
Sharona R. Nazarian, PsyD, Mayor
ATTEST:
__________________________________
Huma Ahmed, City Clerk
APPROVED AS TO FORM:
__________________________________
Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:
__________________________________
Nancy Hunt-Coffey, City Manager
__________________________________
Sharon L’Heureux Dressel, Risk Manager
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LESSEE:

COAST ENERGY DEVCO, LLC,
a Delaware limited liability company
By: ____________________________
Kip Perry, Chief Development Officer
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EXHIBIT A

DESCRIPTION OF THE PROPERTY
Property located in Los Angeles County, California
All that certain real property situated in the County of Los Angeles, State of California, described as follows:

That portion of Lot 4 of No. Tract 3613, in the City of Beverly Hills, County of Los Angeles, State of California, as per Map recorded in Book 38, Page 65 of Maps, in the Office of the County Recorder of said County, described as follows:

Beginning at the intersection of the West line of Tract No. 3535, as per Map recorded in Book 107 Page 1 of Maps, with the South line of Country Club Drive, 100 feet wide, as shown on Map of Tract 7710, recorded in Book 83 Page 94 of Maps; thence North 89° 54’ 11" West 817.50 feet along the Southerly side of Country Club Drive as said Country Club Drive is shown on Map of said Tract 7710; thence South 05' 49" West 312 feet to the beginning of a curve concave Easterly having a radius of 339 feet; thence Southeast along said curve 266.31 feet to the beginning of a curve compounding and concave Northeasterly having a radius of 6550 feet; thence Southeast along said curve 709.91 feet to a point, the radial bearing of said curve from last mentioned point is North 33° 47' 24" East; thence North 38° 47' 24" East 164.61 feet to a point on the Southerly boundary line of the City of Beverly Hills; thence South 89’ 54' 19" East 85.93 feet along said boundary line to an intersection with the Westerly boundary line of said Tract 3535; thence North 05' 49" East 896.57 feet along said West boundary line to the point of beginning.

AND BEING the same property conveyed to The City of Beverly Hills, a municipal corporation from Rodeo Land & Water Company, a corporation by Deed dated July 5, 1928 and recorded August 23, 1928 in Deed Book 7143, Page 362.

Assessor Identification Number:. 4330-010-900
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EXHIBIT B

DESCRIPTION OF THE FACILITY
The planned Facility will be made of: VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.

Total Facility Capacity: 117 kW
Storage Capacity: 117 kW at four (4) hours of continuous discharge Demand Response Capacity: 50 kW at four (4) hours of continuous discharge PV Capacity: 84.65 kW
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EXHIBIT C

DEFINITIONS

1. “Access Property” means a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Lessee to install, maintain, operate, and remove the Facility, as mutually agreed upon by the Parties.

2. “Affiliate” of a specified Person means any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person. As used in this definition of Affiliate, the term “control” of a specified Person including, with correlative meanings, the terms, “controlled by” and “under common control with,” means (a) the ownership, directly or indirectly, of more than 50% of the equity interest in a Person or (b) the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

3. “Business Day” means any day other than Saturday, Sunday, or dates the City is closed for a federal, California, or City holiday.

4. “Commercial Operation” means the Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.

5. “Commercial Operation Date” means the date on which Commercial Operation of the Facility begins as certified by Lessee in compliance with the PPA.

6. “Force Majeure” means (a) natural phenomena, such as storms, hurricanes, floods, lightening and earthquakes; (b) explosions or fires arising from lightening or other causes unrelated to the acts or omissions of the Lessee; (c) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; and (d) acts of God. Force Majeure shall not include equipment failures or acts or omissions of Lessee’s agents, suppliers or subcontractors, except to the extent such acts or omissions arise from Force Majeure. Changes in prices for electricity or solar or storage equipment shall not constitute Force Majeure. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, such strike, lockout, and/or labor dispute shall not be considered Force Majeure.

7. “Facility” means the integrated system for the generation and storage of electricity from solar energy to be installed, maintained, and operated by Lessee at the Premises in accordance with the specifications set forth in Exhibit B (Description of Facility), consisting of, without limitation, photovoltaic panels, battery energy storage systems, and associated equipment including, without limitation, controls, meters, switches, connections, conduit, wires and connections, mounting substrates or supports, power inverters, metering and service equipment, and utility interconnections.

8. “Hazardous Materials” means any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of "hazardous substances", "hazardous waste", "hazardous chemical substance or mixture", "imminently hazardous chemical substance or mixture," ''toxic substances," Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF "hazardous air pollutant", "toxic pollutant" or "solid waste" in the: CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., RCRA, 42 U.S.C. Sec. 6901 et seq., CWA., 33 U.S.C. Sec. 1251 et seq., CAA, 42 U.S.C. 78401 et seq., TSCA, 15 U.S.C. Sec. 2601 et seq., the Refuse Act of 1899, 33 U.S.C. Sec. 407, OSHA, 29 U.S.C. 651 et seq.; hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., Cal. Hazardous Waste Control Act, Cal. Health & Safety Code section 25100 et seq., Porter-Cologne Act, Cal.

Water Code Sec. 13000 et seq., Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules; and any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation:

Trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents; any petroleum products or fractions thereof; Asbestos, Polychlorinated biphenyls; flammable explosives; urea formaldehyde; and radioactive materials and waste

9. “Lease Administrator” means, for City the City Manager or his/her designee and, for Lessee the Lessee’s project manager.

10. “Permits” means all federal, state, and City permits, licenses, certificates, approvals, variances and other entitlements necessary for the installation and operation of the Facility.

11. “Person” means any natural person, sole proprietorship, corporation, partnership, limited partnership, joint venture, limited liability partnership, limited liability company, unlimited liability company, trust, unincorporated association, institution, governmental authority or any other entity.

12. “Prudent Industry Practices” means practices applied by a person seeking in good faith to perform its contractual obligations and in doing so and in the general conduct of its undertaking, exercising that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from a skilled and experienced owner, developer or operator engaged in the same type of undertaking under the same or similar circumstances.

13. “Real Property Taxes” means:

A All taxes, assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to:

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1. Value, occupancy, use or possession of the Premises and/or the Facility;

2. Any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or,

3. Use of the Premises, Facility, public utilities, or energy within the Premises.

B “Real Property Taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the Facility, then only that part of such tax that is fairly allocable to the Premises and/or the Facility, as determined by City, on the basis of the assessor's worksheets or other available information, shall be included within the meaning of the term “real property taxes.”

14. “Termination Payment” means an amount payable by Lessor to Lessee as of the applicable year of termination as set forth in the table in Exhibit K.

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EXHIBIT D

DESCRIPTION OF PREMISES
All portions of the rooftops of the City Property at 471 South Roxbury Drive, Beverly Hills, California 90210, bounded approximately, in red, on the diagram below, reasonably required to install and operate the Facility, along with any locations reasonably required to install the Facility battery, auxiliary equipment pads, conduit, balance of system components or infrastructure to connect the Facility to the electric distribution system, such installation of which shall be subject to City’s review and consent provided in the Lease, including but not limited to Article 13. Final drawings and specifications of Facility and Premises will be provided by Lessee to Lessor prior to, and as a condition to, start of construction.

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EXHIBIT E

SECURITY MEASURES
Lessor shall take reasonable precautions to prevent unauthorized individuals from accessing the roof of the Building. Lessee acknowledges that certain occupants and/or tenants of the Building have rights to access the roof of the Building in order to install, replace, maintain and/or repair rooftop HVAC units, satellite dishes and/or antennas that service their leased premises. Lessor agrees to make reasonable efforts to work with such Building occupants and/or tenants to establish protocols that include providing Lessee with advanced notice and establishing designated paths of travel on the roof during access by such Building occupants and/or tenants to install, replace, maintain and/or repair rooftop HVAC units, satellite dishes and/or antennas that service the Building.

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EXHIBIT F

WORK SCHEDULE

WORK SCHEDULE FOR FACILITY
Within ten (10) days of the issuance of a building permit to Lessee, Lessee shall provide City with an updated version of the Work Schedule and directory of project contacts for the Facility to be signed by both City and Lessee. The updated Work Schedule shall be substantially in the form of this Exhibit F, mutually agreeable to City and Lessee, shall identify with specificity the start and end dates of the Scheduled Construction Period and areas of the Property and/or Premises to which the City will have limited access over the course of the Scheduled Construction Period. Any updated Work Schedule shall be countersigned by City and shall supersede the prior Work Schedule.

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EXHIBIT G

INSURANCE REQUIREMENTS

STANDARD INSURANCE REQUIREMENTS
Insurance Requirements for Lessee:

Lessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Lease at its sole cost and expense. Insurance shall be in full force and effect commencing on the first day of the term of this Lease and such policies shall be maintained for the full term of this Lease. For purposes of the insurance policies required under this Lease, the term “City” shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Beverly Hills, California, individually or collectively.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Property insurance against all risks of loss to any Lessee improvements or betterments, including the Facility.

The policy or policies of insurance maintained by Lessee shall provide the following limits and coverages:

POLICY MINIMUM LIMITS OF LIABILITY

1. Commercial General Liability $2,000,000 per each occurrence for bodily injury, personal injury and property damage

2. Automobile Liability (including Owned,
Hired, and Non-Owned Automobiles)
$2,000,000 Combined Single Limit

3. Workers’ Compensation
Employee Liability
Statutory
$1,000,000 per accident for bodily injury or
disease

4. Lessee’s Property Insurance (see below)
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF Lessee shall procure and maintain property insurance coverage for:

1. the Facility, all trade fixtures and other items of Lessee’s property in, on, at, or about the Premises and the Building, installed by, for, or at the expense of Lessee;

2. all other improvements, betterments, alterations, and additions to the Premises made by, for, or at the expense of Lessee.

Lessee's property insurance must fulfill the following requirements:

1. it must be written on the broadest available “all risk” policy form or an equivalent form acceptable to City.

2. for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property;

3. the amounts of coverage must meet any coinsurance requirements of the policy or policies; and

4. it must name the City as a loss payee.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Notice
Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled or allowed to expire without at least thirty (30) days prior written notice to City unless due to nonpayment of premiums, in which case ten (10) day’s prior written notice must be given to City.

Waiver of Subrogation
Each required policy must include an endorsement providing that the carrier will waive any right of subrogation it may have against City.

Required Endorsements
The CGL policy and automobile liability policy must include the following specific endorsements:

1. The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, “Additional Insured”) must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly out of activities performed by or on behalf of Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee; or automobiles owned, leased, hired or borrowed by the Lessee. The additional insured endorsement must be provided using ISO form CG 20 10 11 85 or an equivalent form approved by the City.

2. The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured.

3. The insurance provided is primary and no insurance held or owned by City may be called upon to contribute to a loss.

Acceptability of Insurers
All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII.

Increased City Insurance
Lessee agrees to promptly pay to City, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of the Property that results by reason of Lessee’s act(s) or Lessee’s permitting certain activities to take place.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

EXHIBIT H

FORM OF LENDER CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (this "Consent"), dated as of ____________________, 20__ is entered into by and among the CITY OF ___________, a California municipal corporation (the "City"), and ___________ a _____________________ corporation (the "Lender)," by its agent, _________________________________(the "Administrative Agent"), and _________________________, a __________________________ corporation (the "Borrower") (collectively, the "Parties"). Unless otherwise defined, all capitalized terms have the meaning given in the Contract (as hereinafter defined).

RECITALS
A Borrower intends to develop, construct, install, test, own, operate, and use an electric generating and storage facility located in the City of ________ in the State of California, known as the _______________________________ Project (the “Project”).

B In order to partially finance the development, construction, installation, testing, operation and use of the Project, Borrower has entered into that certain financing agreement dated as of_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), among Borrower, the financial institutions from time to time parties thereto (collectively, the "Lenders") , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders have extended commitments to make loans and other financial accommodations to, and for the benefit of, Borrower.

C The City and Borrower have entered into that certain Lease Agreement, dated as of ________________________ (attached hereto and incorporated herein by reference, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the "Lease").

D Pursuant to a security agreement executed by Borrower and Administrative Agent for the Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement''), Borrower has agreed, among other things, to assign, as collateral security for its obligations under the Financing Agreement and related documents (collectively, the "Financing Documents"), all of its right, title and interest in, to and under the Le a s e to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents.

E It is a requirement under the Financing Agreement that the Parties hereto execute this Consent.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree, as follows:

A CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E above, consents to an assignment of the Lease pursuant thereto, and agrees with Administrative Agent, as follows:

1. Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Lease, as the case may be, subject to applicable notice and cure periods provided in the Lease. Upon receipt of notice from Administrative Agent, the City agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Lease, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to the extent allowed by law, the City agrees to make directly to such account as Administrative Agent may direct the City, in writing, from time to time, any and all payments to be made by the City to Borrower under the Lease, as the case may be, from and after the City's receipt of such instructions, and Borrower consents to any such action. The City shall not incur any liability to Borrower under the Lease or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a).

2. The City will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Lease, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Lease and in accordance with subparagraph l(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Lease, except as provided in the Lease, or (iii) amend or modify the Lease in any manner materially adverse to the interest of the Lenders in the Lease as collateral security under the Security Agreement.

3. The City agrees to deliver duplicates or copies of all notices of default delivered by the City under or pursuant to the Lease to Administrative Agent in accordance with the notice provisions of this Consent. The City shall deliver any such notices concurrently with delivery of the notice to Borrower under the Lease. To the extent that a cure period is provided under the Lease, Administrative Agent shall have the same period of time to cure the breach or default that Borrower is entitled to under the Lease, except that if the City does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Lease, then as to Administrative Agent, the applicable cure period under the Lease shall begin on the date on which the notice is given to Administrative Agent. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Lease, as the case may be. The City consents to the transfer of Borrower's interest under the Lease to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Lease (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Lease, including, without limitation, satisfaction and compliance with all credit provisions of the Lease, if any, and provided further that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than Borrower, as reasonably determined by City).

4. In the event that the Lease is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) days after such rejection, Administrative Agent shall so request, the City will execute and deliver to Administrative Agent a new lease, which lease shall be on the same terms and conditions as the original Lease for the remaining term of the original Lease before giving effect to such rejection, and which shall require Administrative Agent to cure any defaults then existing under the original Lease. Notwithstanding the foregoing, any new lease will be subject to all regulatory approvals required by law. The City will use good faith efforts to promptly obtain any necessary regulatory approvals.

5. In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Lease, succeed to Borrower's interest under the Lease, or enter into a new lease as provided in subparagraph l(d) above, the recourse of the City against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties' interests in the Project, and the credit support required under the lease, if any.

6. In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Lease, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any thenexisting payment and performance defaults under the Lease, except any performance defaults of Borrower itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Lease to a person or entity to whom Borrower's interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Lease and has a creditworthiness equal to or better Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF than Borrower, as reasonably determined by the City. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

B REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as of the date of this Consent:

1. It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Lease, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby;

2. the execution, delivery and performance of this Consent and the Lease have been duly authorized by all necessary action on its part and do not require any approvals, material filings with, or consents of any entity or person which have not previously been obtained or made;

3. each of this Consent and the Lease is in full force and effect;

4. each of this Consent and the Lease has been duly executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law);

5. there is no litigation, arbitration, investigation or other proceeding pending for which the City has received service of process or, to the City's actual knowledge, threatened against the City relating solely to this Consent, the Lease and the transactions contemplated hereby and thereby;

6. the execution, delivery and performance by it of this Consent and the Lease, and the consummation of the transactions contemplated hereby, will not result in any violation of, breach of or default under any term of any material contract or material agreement to which it is a party or by which it or its property is bound, or of any material requirements of law presently in effect having applicability to it, the violation, breach or default of which could have a material adverse effect on its ability to perform its obligations under this Consent;

7. neither the City nor, to the City's actual knowledge, any other party to the Lease, is in default of any of its obligations thereunder; and

8. to the City's actual knowledge, no event or condition exists which would either immediately or with the passage of any applicable grace period or Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF giving of notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the Lease.

Each of the representations and warranties set forth herein shall survive the execution and delivery of this Consent and the consummation of the transactions contemplated hereby.

C NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be effective upon the earlier of receipt or three (3) Business Days after being sent registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private courier or delivery service with charges prepaid, and addressed as specified below:

If to the City:

At its addresses for notices in the Lease.

If to Administrative Agent:

Name:

Address:

City, State, Zip Code
Telephone No.:

Fax No.:

Attention:

If to Borrower:

Name:

Address:

City, State, Zip Code
Telephone No.:

Fax No.:

Attention:

Any party shall have the right to change its address for notice hereunder to any other location within the United States by giving thirty (30) days written notice to the other parties in the manner set forth above.

D ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and benefit the successors and assigns of the Parties hereto and their respective successors, transferees and assigns (including without limitation, any entity that refinances all or any portion of the obligations under the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the reasonable request of (and at the expense of) Borrower, Administrative Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF Agent, the Lenders or any of their respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with respect to its interest in the Lease to assume, in writing and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City hereunder. Any purported assignment or transfer of the Lease not in conjunction with the written instrument of assumption contemplated by the foregoing clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder.

E GOVERNING LAW. This Consent shall be governed by the laws of the State of California applicable to contracts made and to be performed in California. The federal courts or the state courts located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for any actions, suits, or proceedings arising out of or relating to this Consent.

F COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

G SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired thereby.

H ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by the City of any of the obligations of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City of performance of the Lease by any party other than Borrower shall (I) release Borrower from any obligation of Borrower under the Lease, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its rights under the Lease. Borrower and Administrative Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify, or impair (or purport to alter, amend, modify, or impair) any provisions of the Lease.

I TIME OF THE ESSENCE. Time is of the essence of every provision hereof in which time is a factor.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF CITY OF_________________________ ADMINISTRATIVE AGENT
APPROVED AS TO FORM _________________________________
___________________________ BORROWER
City Attorney
_________________________________

APPROVED
___________________________
City Manager
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

EXHIBIT I

MEMORANDUM OF LEASE

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
[City address]

MEMORANDUM OF LEASE
This memorandum of Lease (Memorandum") is entered into as of this __________day of __________________, 20__, by and between _____________, a ______________ (“Lessor”) and ______________, a Delaware limited liability company (“Lessee”), with respect to that certain Lease Agreement dated ___________________, 20___ (“Lease), between Lessor and Lessee.

Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor a portion of each of the property known as ____________ located in the City of _______, County of ________, California, for the purpose of installing constructing, operating and maintaining a solar powered electric generating and storage facility (the “Facility”) to be owned, maintained and operated by Lessee, all subject to the terms and conditions more fully set forth in the Lease.

The Lease shall commence on _________________________ and shall end on the date that is twenty (20) years after the commencement of the commercial operation date of the Facility plus a ninety (90) day removal period. Pursuant to section XX of the Lease, Lessor has the right to purchase the Facility at the expiration of the Lease term.

This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum.

Lessor and Lessee desire to have this Memorandum recorded in the Official Records of _________ County, California, in order to put interested parties on notice of the Lease.

In Witness Whereof, the parties hereto have executed this Memorandum on the day and year first written above.

LESSOR:
{INSERT NAME OF LESSOR},
a
By: ________________________________
Its: ________________________________
ATTEST:

By: ________________________________
City Clerk
APPROVED AS TO FORM:

By: ________________________________
City Attorney
LESSEE:
{INSERT NAME OF LESSEE}
a
By: ________________________________
Its: ________________________________
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT J
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.

A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

ROOF REPAIR/REPLACEMENT
[RESERVED]
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF 1 EXHIBIT K

TERMINATION PAYMENT
The Termination Payment with respect to the Facility under the Lease shall be calculated in accordance with the following:

Early Termination Occurs
in Year:

Termination Payment
l* $1,547,782.52
2 $1,398,956.46
3 $1,247,901.08
4 $1,095,065.36
5 $940,320.75
6 $836,038.11
7 $800,147.33
8 $762,181.47
9 $722,143.72
10 $679,624.33
11 $635,888.04
12 $599,620.48
13 $564,108.87
14 $523,058.23
15 $479,243.46
16 $432,465.14
17 $382,509.46
18 $329,147.17
19 $272,132.53
20 $211,202.04
At Expiration (the end of the Initial Term), the Termination Payment shall be zero (0). *Includes early termination prior to the Commercial Operation Date.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

EXHIBIT L

BUILDING RULES

1. Except as may be specifically provided in the Lease to which these Building Rules are attached, no sign, placard, picture, advertisement, name or notice shall he installed or displayed on any part of the outside or inside of the Project without the prior written consent of Landlord.

Landlord shall have the right to remove, at Lessee’s expense and with 24 hours’ prior written or oral notice, any sign installed or displayed in violation of this rule.

2. Lessee shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators or stairways of the Building or Property. Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety and interest of the Property and its occupants.

3. 4No deliveries shall be made which materially interfere with the operation of the Property. No outside food vendors shall be permitted within the Property.

4. Except as set forth in the Lease, Lessee shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of equipment. Lessee shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Property by reason of noise, odors or vibrations.

5. Lessee agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air conditioning and to comply with any governmental energy-saving rules, laws or regulations.

6. Landlord reserves the right to, at any time and without notice, change the name and/or street address of the Property and Building.

7. Lessee shall close and lock all accessways to the Premises before Lessee and its contractors, employees, or invitees, leave the Premises.

8. Lessee shall not use the Premises for any business or activity other than that specifically provided for in this Lease.

9. Lessee shall not install any radio or television antenna, loudspeaker or other devices on the roof(s) or exterior walls of the Building. Lessee shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

10. Landlord reserves the right to direct electricians as to where and how telephone and telegraph wires are to be introduced to the Premises. Lessee shall not cut or bore holes for wires, except in accordance with the provisions of the Lease pertaining to alterations or construction or as otherwise approved by Landlord, including any plans approved by Landlord pursuant to Article

13. Lessee shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord, including any plans approved by Landlord pursuant to Article 13, to 4 Note to City: Section 11.1 already has certain requirements with respect to contractors used for the facility and Lessee strongly prefers these requirements are consistent across the CPA projects.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF the extent required by the provisions of the Lease pertaining to Alterations. Lessee shall repair any damage resulting from noncompliance with this rule.

11. Canvassing, soliciting and distribution of handbills or any other written material, and peddling on the Property are prohibited, and Lessee shall cooperate to prevent such activities.

12. Landlord reserves the right to exclude or expel from the Property any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the these Building Rules.

13. Lessee shall store all its trash and garbage off site.

14. There shall be no smoking on the Property anywhere.

15. Landlord may waive any one or more of these Building Rules for the benefit of Lessee or any other occupant or lessee, but no such waiver by Landlord shall be construed as a waiver of such Building Rules in favor of any other lessee.

16. These Building Rules are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease.

17. Upon written notice to Lessee, Landlord reserves the right to rescind any of these Building Rules and to make future Building rules as, in its judgment, may from time to time be needed for safety, comfort and security, for care and cleanliness of the Property and Building and for the preservation of good order therein which Building Rules shall not be unreasonably or discriminatorily modified or enforced in a manner which shall materially interfere with the conduct of Lessee’s permitted use of the Premises or Lessee’s use of or access to the Premises.

Lessee agrees to abide by all such Building Rules herein above stated and any additional rules which are adopted and of which Lessee has received written notice.

18. Lessee shall be responsible for the observance of all of the foregoing rules by Lessee’s employees, agents, customers, invitees and guests.

19. Landlord reserves the right to charge as additional rent to Lessee, any extra costs incurred by Landlord as a result of Lessee’s violation of these Building Rules.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

EXHIBIT M

FORM OF ESTOPPEL BY LESSOR
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF [FORM OF] ESTOPPEL CERTIFICATE
([LANDLORD/LICENSOR])
__________________, 2024
Reference is made to that certain [Lease/License] dated as of [_______] [__], 20[__] (the “Agreement”) between [PROJECT COMPANY], LLC, a [_________] limited liability company, (the “Company”), and [Counterparty] (“Counterparty”), for the solar energy generation facility located at [Address] (the “Facility”).

This certificate is being delivered in connection with an equity financing by MPC Fed [______] PCFd, LLC, a [Georgia] limited liability company1 (“Investor”) in the direct owner of the Company, which will fund the development of the Facility. As a condition to its investment, the Investor requires the Company to obtain the Counterparty’s confirmation and agreement as to certain matters. Capitalized terms used but not defined herein have their assigned meanings in the Agreement.

Based on the foregoing, and recognizing that the Investor will rely hereon, Counterparty hereby confirms and agrees as follows:

1. The copy of the Agreement, attached as Exhibit A, is a true and complete copy of the Agreement (including any modifications, waivers, and amendments), and constitutes the entire agreement between Counterparty and Company relating to the Facility.

2. Counterparty has not transferred or assigned any interest in the Agreement.

3. Neither party to the Agreement is in default nor has either breached the Agreement and, to the best of Counterparty’s knowledge, no facts or circumstances exist which, with the passage of time or the giving of notice or both, would constitute a default or breach by either such party thereunder.

4. There are no actions pending against Counterparty under the bankruptcy or any similar laws of the United States or any state.

5. Counterparty is not aware of any event, act, circumstance or condition constituting a force majeure event under the Agreement.

6. Counterparty has not paid any amounts or received any claims under the indemnification provisions in the Agreement.
1 NTD: Investor name TBD
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

7. Company does not owe any indemnity payments to Counterparty and Counterparty has no existing counterclaims, offsets or defenses against Company under the Agreement.

8. There are no proceedings pending or, to Counterparty’s knowledge, threatened against or affecting Counterparty in any court or by or before any court, governmental authority or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Counterparty to perform its obligations under the Agreement.

9. There are no disputes or proceedings between Counterparty and Company related to the Agreement.

10. The assignment of certain direct or indirect equity interests in Company to the Investor will not violate the terms and conditions of the Agreement, and any related consent or notice to Counterparty under the Agreement is hereby deemed satisfied.

11. Counterparty agrees to provide notice of any default by Company under the Agreement to Investor at c/o Monarch Federal Energy Fund Manager, LLC, 3414 Peachtree Road, Suite 825, Atlanta, GA 30326 and [INVESTOR CURE RIGHTS TO BE INSERTED UPON REVIEW OF AGREEMENT].
[NTD: FORM SUBJECT TO REVIEW OF CORRESPONDING
DILIGENCE]
[Signature Page Follows]
Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF IN WITNESS WHEREOF, the undersigned has caused this estoppel certificate to be duly executed and delivered by its duly authorized officer as of the date set forth above.

COUNTERPARTY:

By: ________________________________
Name:

Title:

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF

Exhibit A
See attached.

Docusign Envelope ID: F21C560E-E2EF-4A95-8C8A-693D5FE174FF Certificate Of Completion
Envelope Id: F21C560E-E2EF-4A95-8C8A-693D5FE174FF Status: Sent Subject: Complete with Docusign: 251028 - Beverly Hills Coast Energy Lease - CLEAN.pdf Source Envelope:

Document Pages: 62 Signatures: 3 Envelope Originator:

Certificate Pages: 2 Initials: 0 Logan Phillippo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 76.168.110.145
Record Tracking
Status: Original
10/22/2025 8:16:44 AM
Holder: Logan Phillippo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bruce Galloway for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 10/22/2025 8:17:59 AM
Viewed: 10/22/2025 10:04:44 AM
Signed: 10/22/2025 10:04:58 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Kip Perry
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2603:8000:3300:14cb:da3:3e3b:b4ac:f32d
Sent: 10/22/2025 8:18:00 AM
Viewed: 10/22/2025 9:09:46 AM
Signed: 10/22/2025 9:10:46 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 10/22/2025 8:18:01 AM
Viewed: 10/22/2025 9:09:21 AM
Signed: 10/22/2025 9:09:35 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/22/2025 10:04:59 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharona R. Nazarian
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Devon Emery
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/22/2025 8:18:00 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Josette Descalzo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/22/2025 8:18:01 AM
Viewed: 10/22/2025 8:19:18 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/22/2025 8:18:02 AM
Payment Events Status Timestamps