LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this “ Agreement ”) is entered into as of [__________] 2026 (the “ Effective Date ”), by the CITY OF POMONA, CALIFORNIA a municipal corporation and entity, acting by and through its PUBLIC WORKS DEPARTMENT (“City ” or “Licensor ”), and BLUEPATH SOLAR JCC POMONA LLC, a Delaware limit ed liability company (together with its successors or assigns, “Licensee ”).
W I T N E S S E T H:
WHEREAS , the City owns or holds certain street easement an d other reserved rights within certain real property located in the City of Pomona, California, as granted to the City and more particularly described in: (i) that certain Map of Pomona, recorded in Book 3 pages 90 and 91 of Miscellaneous Records in the office of the county recorder of Los Angeles County, California (“ Official Records ”), (ii) that certain Resolution No. 65-10, recorde d as Instrument No. 4613 in Book D-2766, Page 723, and Instrument No. 4298 in B ook D-2909, Page 75 both of Official Records, (iii) that certain Corporation Grant Deed, recorded as Instrument No. 4168 in Book D- 2878, Page 418 of Official Records, and (iv) that c ertain Resolution No. 67-351, recorded on November 17, 1967, as Instrument No. 3162 of Offici al Records (collectively, the “ Easement Areas”), which includes a public street commonly known as West 7th Street; WHEREAS , the Licensee desires to construct and operate a solar energy system, including solar panels, electrical conduits, equipment, and o ther related infrastructure (collectively, the “Project ”), on certain real property sites situated on opposite sides of the Easement Areas, and, in connection with the Project, desires to construct u nderground electrical transmission and/or distribution, collection and/or similar lines and circuits, conduits and related infrastructure within the Easement Area to interconnect the Project infrastructure on the real property and facilitate the transmission and distribution of electrical power b etween the sites and associated facilities (collectively, the “ License Facilities ”); and
WHEREAS , the City is willing to grant the Licensee a licen se to install, access, operate, and maintain the License Facilities within the Easement Area, subject to the terms and conditions set forth in this License.
NOW, THEREFORE , in consideration of the above recitals and mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Licensee hereby agree as follows:
1. Grant of License . Licensor hereby grants to Licensee, its agents, e mployees, subcontractors, successors, and assigns a non-exclu sive license (the “ License ”) for the purposes of installing, constructing, owning, operating, mai ntaining, accessing, removing, replacing and decommissioning the License Facilities within the E asement Area along the specific path identified in Exhibit A (the “License Area ”).
2. Term . The term of this Agreement (“ Term ”) shall commence on the Effective Date and continue for a period of thirty-five (35) years from the Commercial Operation Date (as defined in the SPPA) under that certain Solar Power Purchas e Agreement for Solar Photovoltaic and 2 Battery Energy Storage Systems (“ SPPA ”), dated as of May 24, 2024, by and between Licens ee and the Judicial Council of California, unless terminated earlier pursuant to the provisions of this Agreement or the earlier termination of the SPPA.
3. License Fee . City reserves a right to collect a licensing fee, which shall not exceed $100.00. Before any License Fee is collected the City shall provide Licensee with a 60 day written notice.
4. City Cost Recovery . Licensee shall reimburse City for all reasonable and documented cost incurred by the City in connection with processing the License, including staff time, legal fees and any other reasonable cost asso ciated with the processing and approval of the License.
5. Title to License Facilities . Licensee or its permitted assigns shall retain full title to and be the legal and beneficial owner of the Licens e Facilities at all times, including the right to claim any tax credits available under federal or st ate law related thereto. Licensor acknowledges and agrees that the License Facilities shall remain the personal property of Licensee or its permitted assigns, and shall not attach to or be considered a part of, or fixture to, the License Area. The License Facilities shall always retain their legal status as personal property.
6. Damage, Maintenance, and Repair . Licensee shall be responsible for any damage to the License Area or any improvements loca ted thereon caused by Licensee, its employees, agents, contractors, or subcontractors in connection with activities performed pursuant to this License. Licensee shall, at its sole cost a nd expense, promptly repair or restore any such damage to a condition reasonably equivalent to that which existed immediately prior to the damage, subject to the City’s reasonable approval. If Licensee fails to make such repairs or restoration within a reasonable time after written notice from the City, the City may perform such work, and Licensee shall reimburse the City for all reasonable out-of-pocket costs it actually incurs with respect thereto. Licensee shall install or cause to be installed all License Facilities consisting of electrical conduit with at least thirty inches (30”) of cover measured between the top surface of the conduit and the finished grade or surface above it.
7. Relocation . In the event that the License Facilities material ly interfere with the construction, operation, maintenance or repair of a ny public work or public improvement or require relocation by reason of traffic conditions, public safety, street construction or any public improvement or structure, the Licensee, after reasonable notice from the City, shall, at its own cost and expense, promptly protect, alter or relocate th e License Facilities, or any part of the License Facilities. The parties shall endeavor to cause any such relocation to be accomplished without unreasonable disruption to, or interference with, t he conduct of the Licensee’s business for the purposes set forth herein. In the event the Licensee refuses or neglects to protect, alter or relocate all or part of the Licensee Facilities, the City sh all have the right, in connection with the performance of the public work or public improvement, to break through, remove, alter or relocate all or any part of the Licensee Facilities without any liability to the City, except the liability as is directly caused by the City’s willful misconduct or gross negligence, and the Licensee shall promptly pay to the City upon demand the costs incu rred by the breaking through, removal, alteration or relocation of the Licensee Facilities.
3 8. Licensee Breach of Agreement . The City shall notify the Licensee, in writing, of any alleged failure to comply with the provisions o f this Agreement. The Licensee shall cure the breach of the Agreement within 30 days after receipt of such notice (or such longer period of time as is reasonably required in the event the breach c annot reasonably be cured within 30 days and provided the Licensee commences to cure within 30 d ays and diligently pursues the cure to completion and provides to the City a written explanation of why the breach cannot be cured within 30 days). If the Licensee fails to timely cure any breach, the City may, in its sole discretion, elect to cure the breach itself and the City may perform such work, and Licensee shall reimburse the City for all reasonable out-of-pocket costs it actually incurs with respect thereto. Alternatively, the City may terminate the Agreement by providing written notice of termination.
9. Indemnity . Licensee shall indemnify, protect, defend and hol d harmless the Licensor, its employees, officers, and agents, from and against claims, demands, losses, damages, and liabilities for injuries to persons (including bodily harm or death) or damage to property (including reasonable out-of-pocket attorney’s fees and costs actually incurred with respect to litigation), caused by all activities of Licensee a nd its agents, employees, successors, assigns, contractors or sub-contractors related to the Licen se, unless such damages or injuries are due to the gross negligence or willful misconduct of Licensor, its agents, employees, successors, assigns, contractors or sub-contractors.
10. Insurance . Prior to the performance of any work pursuant to this License, Licensee shall obtain and shall keep in full force and effec t a policy of general commercial liability insurance, including coverage for bodily injury, property damage, and personal injury (employee and contractual liability exclusions deleted), cont ractual liability, indemnification obligations under this Agreement, owner’s protective liability and broad form property damage. Such policy shall (i) include Licensor, its officers, and emplo yees as additional insureds by endorsement as their interest may appear under this License, but only for Licensee’s negligent acts or omissions; (ii) be primary for all purposes; and (iii) contain standard separation of insureds provisions. The minimum limits of liability under such policy shall be $1,000,000 each occurrence and $2,000,000 aggregate limit. Licensee shall require its subcont ractors that perform any work pursuant to this License to maintain substantially the same insurance as required of Licensee.
11. Hazardous Materials . Licensee shall not introduce or use any Hazardous Materials (defined below) on or around the License Area in violation of any applicable state or federal laws. Licensee shall indemnify, defend, and hold the City harmless from any and all claims, liabilities, losses, damages, penalties, fines, jud gments, out-of-pocket costs and expenses, including reasonable out-of-pocket attorney’s fees and costs actually incurred by City arising during the Term from: (a) the presence, release, or discharge of Hazardous Materials on or about the License Area by Licensee or its agents, employees, contractors, subcontractors or invitees; or (b) any failure by Licensee to comply with applicab le environmental laws. For purposes hereof, “Hazardous Materials ” shall mean any chemical, substance, waste or material which has been or is hereafter determined by any applicable federal, state or local governmental authority to be capable of posing risk to health or safety, including without limitation, those substances included within the definitions of “hazardous substances,” “ hazardous materials,” “toxic substances,” or “solid waste” under applicable laws.
4 12. Notice Prior to Excavation . Licensee shall comply with California Government Code §§ 4216 et seq., including but not limited to § 4216.2, commonly known as the “Call Before You Dig” law. Prior to commencing any excavation, d igging, trenching, or other ground- disturbing activities under this License, Licensee shall provide advance notice by contacting the appropriate regional notification center by calling 811 or submitting an electronic ticket, in accordance with the timeframes and procedures set forth in Gov’t Code §§ 4216 et seq.
13. Removal of the License Facilities . Upon expiration or termination of this Agreement, Licensee shall, at its expense, remove t he License Facilities from the License Area within one hundred eighty (180) calendar days of the date of such expiration or termination. Prior to installation of the License Facilities in the Li cense Area, Licensee shall obtain a Decommissioning Bond in an amount and form acceptab le to the City in order to secure the Licensee’s faithful performance of the removal of the License Facilities. Not more than once per calendar year, and not earlier than the fifth anniversary of the Effective Date, Licensor may, upon sixty (60) days' prior written notice to Licensee, request that the parties meet in good faith to review the Decommissioning Bond amount and agree on any adjustments reasonably necessary to cover the cost of the decommissioning obligations, every year from the fifth year’s anniversary date thereafter. In the event the parties are unable to agree on the adjustment to the Decommissioning Bond amount, the parties shall engage a qualified, independent third-party engineer mutually selected by the parties, at the licensee’s expense, to determine the appropriate adjustment to the Decommissioning Bond amount.
14. Assignment . Except as expressly provided in this section, neither this Agreement, nor any interest in it, may be assigned in whole or in part by either party without the prior written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Any prohibited assignment is void ab initio. Notwithstanding any other provisions to the contrary, Licensee may assign this Agreement, in whole or in part, without Licensor’s prior consent but with notice to Licensor to the following circumstances: (a) to a lender or financial institution providing financing to the Licensee, for the purpose of securing the Li censee’s obligations under a financing arrangement; (b) to a subsidiary or affiliate of the Licensee; or (c) to any successor entity pursuant to a merger, consolidation, or acquisition of all or substantially all of the Licensee’s assets. In any case of such permitted assignment, the Licensor agr ees to provide any necessary written acknowledgments and consents reasonably requested by the Licensee.
15. Notice . All notices pursuant to this Agreement shall be i n writing and delivered personally or transmitted (a) through the United States mail, by registered or certified mail, postage prepaid; or (b) by means of prepaid overnight delivery service, addressed as follows:
If to City: 505 S. Garey Avenue
Pomona, California 91766
Attn: Pomona Public Works Department
If to Licensee: c/o BluePath Finance, Inc.
921 E. Fort Avenue, Suite 120
Baltimore, MD 21230
Attn: Legal
5 With a copy to: Ballard Spahr LLP
1980 Festival Plaza Drive, Suite 900
Las Vegas, NV 89135
Attn: Matthew Vantusko
16. Payment. Licensee agrees to render all payments payable to the City of Pomona and mail such payments to:
Pomona City Public Works Department
505 S. Garey Avenue
Pomona, California 91766
Attn: Account Receivable
17. Modification. This Agreement may not be modified unless agreed to in a duly recorded instrument in writing executed by the parties who are the burdened and benefitted parties to the easement being modified.
18. Governing Law. This Agreement is governed by the laws of the State of California without regard to its conflict of interest principles.
19. Counterparts. This Agreement may be signed in one or more coun terparts, each of which shall be deemed an original and all of whi ch taken together shall constitute a single document.
CITY:
CITY OF POMONA, CALIFORNIA,
APPROVED AS TO FORM
By:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]
Name: Best Best & Krieger LLP
Title: City Attorney
Signature Page to License Agreement
IN WITNESS WHEREOF , the undersigned has executed this License Agreeme nt as of the date first above written.
LICENSEE :
BLUEPATH SOLAR JCC POMONA
LLC , a Delaware limited liability company
By:
Name:
Title:
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.
STATE OF )
) SS
CITY OF )
On the _____ day of __________ in the year 2026 before me, ______________________, personally appeared ______________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me tha t he/she/they executed the same in his/her/their capacity(ies), and that by his/her/th eir signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
(Seal)
Signature Page to License Agreement
IN WITNESS WHEREOF , the undersigned has executed this License Agreement as of the date first above written.
CITY :
CITY OF POMONA, CALIFORNIA ,
a municipal corporation and entity
By:
Name:
Title:
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.
STATE OF )
) SS
CITY OF )
On the _____ day of __________ in the year 2026 before me, ______________________, personally appeared ______________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me tha t he/she/they executed the same in his/her/their capacity(ies), and that by his/her/th eir signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
____________________________________
(Seal)
A-1
EXHIBIT A
License Area Depiction