1 LEASE THIS LEASE(this “Lease”) is made and entered into to be effective as of ________________, 2026 (the “Effective Date”), by and between the City of Riverside, a California charter city and municipal corporation (“Landlord”), and Iwatani Corporation of America, a New Jersey corporation (“Tenant,” Landlord and Tenant are each referred to as a “Party” or collectively as the “Parties”).WHEREAS, Landlord is the owner of the real property located at 3044 St. Lawrence Street, Riverside, California 92504, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”), and the hydrogen fueling station and related equipment located at the Property as further described on Exhibit B attached hereto and incorporated herein by this reference (collectively, the “Station Equipment”); and WHEREAS, Tenant desires to lease the Station Equipment and the portion of the Property identified herein and more particularly depicted on Exhibit C attached hereto and incorporated herein by this reference (the “Premises”) for the operation of the Station and other purposes described herein (the Premises and Station Equipment sometimes being collectively referred to herein as the “Station”); and WHEREAS, Landlord is willing to lease the Station for such purposes, subject to the terms and conditions of this Lease. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Lease and Use. 1.1. As of the Effective Date, Landlord hereby leases to Tenant and Tenant leases from Landlord, the Station. During the Term, in connection with all aspects of Tenant’s operation of the Station Equipment within the Station Equipment and the Premises, Tenant and Tenant’s employees, agents, contractors, business invitees, and customers shall be entitled to the (a) exclusive possession and use of the Station (including any parking spaces or areas located therein), (b) a non-exclusive easement, subject to Section 4.2, on, under and across the Property to the extent necessary (i) to maintain, replace and utilize any and all existing utilities serving the Station, and (ii) to, subject to Landlord’s written approval, which will not be unreasonablywithheld, conditioned or delayed, and all applicable laws and regulations, construct, install, maintain, replace and utilize any and all additional utilities reasonably necessary for the operation of the Station, (c) a non-exclusive easement for access, ingress and egress, to and from the Stationover and across the Property, including without limitation non-exclusive use of all driveways, sidewalks and other areas of the Property that provide access from public roads to and from the Station for delivery of hydrogen and any other use related to Tenant’s operation of the Station, as generally depicted on Exhibit C (collectively, the “Access Area”), (d) the non-exclusive right to use any restrooms or other convenience facilities provided by Landlord for use by Landlord’s employees, agents, contractors, business invitees, and customers, and (e) from time-to-time, each 2 on a temporary basis, exclusive use of such areas of the Property that are reasonably necessary for Tenant’s operation and maintenance of the Station Equipment. 1.2. Tenant shall be entitled to use the Station in the manner deemed appropriate by Tenant, as contemplated in Section 1.1, to (a) operate and maintain the Station, and (b) conduct the business of a hydrogen fueling station (being a fueling station that receives deliveries of hydrogen and dispenses it to fuel cell vehicles) and related uses, including, without limitation, the right to (i) set, from time to time, pump prices, (ii) retain any and all revenue from operation of the Station, and (iii) install and maintain Tenant’s advertising, business, directional, and identification and operational signage within the Station and Property, which signage will be subject to all applicable laws and regulations and Landlord’s written approval, which will not be unreasonablywithheld, conditioned or delayed. Installation and maintenance of signage for the notification of emergencies or safety warning signs shall be the responsibility of Tenant, subject to the review and approval of Landlord, which will not be unreasonably withheld, conditions, or delayed. 2. Term / Termination. The term of this Lease shall commence on the Effective Date (the “Commencement Date”) and shall end one (1) year thereafter (the “Expiration Date” the period of time between the Commencement Date and the Effective Date is referred to as the “Term”), unless sooner terminated or extended as provided in this Lease. After the expiration of the initial six (6) months of the Term, each party shall have the right to terminate this Lease for convenience effective upon at least sixty (60) days’ prior written notice to the other party. 3. Automatic Extension. The Expiration Date and, thereby the Term of this Lease, shall be automatically extended for five (5) consecutive additional one (1)-year periods on the same terms and conditions as are set forth in this Lease; provided, however, that either party may prevent further such automatic extensions by providing the other party with written notice at least sixty (60) days before the then-current Expiration Date, in which event the Term will expire onthe then-current Expiration Date. 4. Rent, Utilities.4.1.Rent. During the Term, Tenant shall pay Landlord an aggregate rental fee of one dollar ($1.00) (the “Rent”). Provided that Tenant is not in Default under this lease, Landlord expressly acknowledges and agrees that the payments described in this Section 4 constituteTenant’s sole payment obligations to Landlord hereunder.4.2. Utilities. Tenant shall be responsible for the installation of any necessary utilities for the Property and Station, including the installation of separate meters therefor, if such utilities have not been previously installed. Accounts for all previously installed utilities shall be placed in the Tenant’s name at the time Tenant occupies the Premises. Tenant shall pay for sewer, gas, water, electricity and other utilities supplied to and used by Tenant for the Station during the term of this Lease, and shall hold Landlord harmless therefrom. 3 5. Condition of Station: Improvements.5.1. All Station Equipment shall be considered trade fixtures that belong to Landlord. Station Equipment is being made available for use by the Tenant on an “as-is” basis, subject to the maintenance obligations of Tenant and Landlord as detailed in this Lease. By taking possession of the Premises, Tenant accepts the Premises as suitable for Tenant’s intended use and as being in good operating order, condition and repair, AS IS, and without representation or warranty by Landlord as to the condition, use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Tenant understands, acknowledges and agrees that it will perform any improvements to the Premises desired by Tenant to accommodate Tenant’s use, as further set forth herein. 5.2.Tenant may perform any and all routine maintenance for the Station that Tenant desires without Landlord’s consent. Should Tenant desire to make modifications, additions or improvements to the Station, Tenant must obtain Landlord’s prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed. Tenant shall submit plans and specifications for such modifications, additions or improvements to the Landlord’s General Services Director and obtain approval therefor prior to commencement of construction. Tenantshall construct such improvements in substantial accordance with the approved plans and specifications. Approval by the General Services Director shall not relieve Tenant from the obligation of obtaining any other necessary permits or approval from other City departments or governmental agencies having jurisdiction. The term "improvement" as used herein shall include but not be limited to signs and, to the extent not considered routine maintenance, painting and landscaping.5.3. Any improvements or additional Station Equipment installed upon the Premises by Tenant as herein above provided shall become the absolute property of Landlord and title shall automatically vest in Landlord. Upon either any (a) termination by Landlord upon sixty (60) days’ prior notice under Section 2, or (b) expiration of the Term as a result of Landlord’s election to terminate further automatic extensions under Section 3, Landlord shall be obligated to reimburse Tenant for the unamortized costs incurred by Tenant for any capital repairs, replacements and improvements during the Term (based on a straight-line depreciation over the one year period, beginning upon Tenant’s completion of the work, subject to Tenant having obtained Landlord’s prior written approval in compliance with section 5.2 (or such other period as may be agreed between Landlord and Tenant when the consent is provided) following such capital repairs, replacements and improvements) as of the effective date of such termination, which reimbursement obligation of Landlord shall survive this Lease. Tenant is only entitled to reimbursement for capital repairs, replacements, and improvements for which it sought and obtained Landlord’s prior written approval in accordance with section 5.2. Reimbursement for any capital repairs, replacements, or improvements performed without Landlord’s prior written approval shall be waived. Notwithstanding anything to the contrary herein above, Landlord reserves the right to require Tenant to remove any or all of the said improvements and restore the leased Property to its condition at the commencement of this Lease; provided, however, that Landlord must notify Tenant in writing of Landlord’s requirement for such removal and restoration at the time Landlord provides consent therefor. 4 6. Insurance. Landlord shall obtain and keep in full force and effect during the entire term of this Lease property damage insurance on Landlord’s property and equipment at the Property, including but not limited to the Station Equipment. Tenant shall obtain and keep in full force and effect during the entire term of this Lease, commercial general liability, property damage insurance for Tenant’s property and equipment at the Property, and pollution liability (including but not limited to premises operations liability, products-completed operations liability, independent contractor’s liability, personal injury liability and contractual liability) in an amount not less than $5,000,000 per occurrence and a general aggregate limit in an amount not less than $5,000,000; automobile liability coverage covering both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $2,000,000; and pollution liability in an amount not less than $5,000,000. Pollution Liability coverage must include shall include coverage for bodily injury, property damage personal injury and environmental site restoration, including fines and penalties in accordance with applicable EPA or state regulations. Tenant agrees to deposit with Landlord prior to execution of this Lease by Landlord, certificates of insurance evidencing the required insurance with coverage at least equal to the above types and amounts as a minimum, and further agrees, upon written request by Landlord, to provide certificates with Landlord during the entire term of this Lease showing that continued coverage is being maintained. To be acceptable, the insurance coverage must meet the following requirements:(a) Such policy must provide that the policy shall not be canceled or materially changed unless thirty (30) days' prior written notice thereof by certified or registered mail has been given to Landlord.(b) Such policy must provide that Landlord shall be named as additional insured as respects all operations of the insured, which insurance shall be primary insurance and not contributing with any other insurance available to the Landlord under any other third party liability policy or any self- insurance retention. General liability policy must also be endorsed to include a waiver of subrogation. (c) Such policy shall contain either a provision for a broad form of contractual liability including leases, or an endorsement providing for such coverage. (d) Each policy must be placed with a company authorized to do business in the State of California, having a policy holder rating of A or higher and a Financial Class of at least VII or higher. Notwithstanding anything in this Lease to the contrary, Tenant may satisfy any or all insurance requirements (other than Workers’ Compensation which will be maintained as required by applicable law) through one or more blanket, master, program, umbrella, or excess insurance policies maintained by Tenant or its affiliates, provided that the coverage afforded is, in the aggregate, at least as broad in scope and provides the limits of not less than those required under this Lease. Such policies may insure multiple locations, properties, entities, and operations, and the limits of liability may be shared among such locations, and Tenant shall not be required to maintain separate limits applicable solely to the Premises, or allocate specific limits to the 5 Premises. Tenant must promptly provide written notice to the Landlord and the Risk Manager if the policy limits shown on any approved insurance certificate are reduced at any time during the applicable policy year due to other claims. Tenant must also provide declaration pages confirming that the tenant named in this lease is listed as an additional named insured under any master insurance program used as evidence of coverage for this lease.The procuring of such policy of insurance shall not be construed to be a limitation upon Tenant’s liability nor as a full performance of its part of the indemnification provisions of this Lease. Tenant’s obligation being, notwithstanding said policy or policies of insurance, the full and total amount of any damage, injury or loss caused by the negligence or neglect connected with the operation under this Lease. Tenant shall provide a valid certificate of insurance and additional insured and waiver of subrogation endorsement prior to occupying the Premises under this Lease. No certificate of insurance and additional insured endorsement shall be acceptable unless first approved by the City’s Risk Manager, which approval will not be unreasonably withheld, conditioned or delayed. Each party shall defend, indemnify, and hold harmless the other party, its officers, employees, and agents from and against any and all liability, loss, expense, or claims for injury or property damage arising out of the permitted activity, but only in proportion to and to the extent such liability, loss, expense, or claims are caused by or result from the negligent or intentional acts or omissions of the indemnifying party, its officers, employees, or agents. All insurance to be obtained hereunder shall be with reputable companies licensed to do business in California having a financial strength rating of at least A and the limits set forth herein may be satisfied by a combination of primary and excess policies.7. Tenant’s Rights, Obligations and Duties. 7.1. Operation and Maintenance. Except as otherwise provided in this Lease, Tenant shall, at Tenant’s own cost, operate, maintain and repair the Premisesin the manner deemed appropriate by Tenant, provided that the Premises shall generally be kept, in good condition (reasonable wear and tear, obsolescence, fire/casualty and condemnation damage excepted), promptly making all necessary repairs and replacements thereto except to the extent of damage caused by Landlord’s negligence or failure to comply with Landlord’s obligations under Section 8. Tenant’s obligation includes replacement of failed or aging equipment necessary to continue operations of the Station at substantially the same fueling capacity throughout the term of this Lease. 7.1.1. Refueling Protocol. Tenant shall establish and provide to Landlord written requirements and standards for the safe use of the Station. Landlord reserves the right to review such written documents to ensure they meet all applicable regulatory requirements. 7.1.2. Refueling Training and Station Familiarization. Tenant shall provide a reasonable number of one-time initial training sessions per year for 6 employees and users in the operations and safe use of the Station and fueling equipment. These sessions shall be scheduled and advertised at the mutual convenience of the parties. 7.1.3. Hydrogen Quality. Tenant shall undertake best efforts to provide and deliver hydrogen which meets the all applicable hydrogen purity specifications, including but not limited to SAE J2719. At Landlord's request, Tenant shall make available hydrogen quality testing and analysis performed. At a minimum, hydrogen testing and analysis at the dispenser shall be performed at least once per year. 7.1.4. Inspections and Maintenance. Tenant shall develop and implement a program for routine Station inspection and maintenance that meets all regulatory requirements for hydrogen or other alternative fueling stations, and ensures the safety of the Premises, customers and the surrounding Property and neighborhood. 7.1.5. Station Verification. To ensure safe refueling operations, Tenantshall provide, within a reasonable time of a written request, access to original equipment manufacturers and governmental agencies with proper regulatory authority to perform Station safety verification at the Station. This assessment is designed to ensure technical and operational compatibility between Station and each original equipment manufacturers fuel cell vehicle design, as well as safe operation of the Station. Testing should be scheduled at the mutual convenience of each party and mutually agreed-upon protocols will be provided to each party in advance. 7.1.6. Tenant shall utilize fully licensed, suitably-qualified contractors, equipment suppliers and personnel to perform all tasks necessary to operate and maintain the Station and shall require its contractors to have the insurance required under Section 6. Tenant shall indemnify and defend the Landlord if any stop notices are filed by any contractors or subcontractors. 7.1.7. Taxes and fees applicable to fuel dispensing operations. In addition to any other taxes applicable to Tenant’s operation and maintenance of the Station, Tenant shall pay, when due, all taxes and fees applicable to operation of hydrogen fuel dispensing operations. 7.2. Tenant shall be responsible to maintain and repair utility systems to the extent serving the Premises (except for damage caused by Landlord or Landlord’s agents or invitees for which Landlord shall make prompt repairs), and use commercially reasonable efforts to restore any such disrupted utility service. It is further agreed, however, that, unless specifically provided for herein, Landlord, its employees, agents, contractors, business invitees, and customers, shall not attempt to access, repair or maintain Station Equipment. 7.3. Tenant shall not install any equipment upon the Property and/or Premises, alter any existing entrances, parking areas or passage ways, or otherwise modify the Propertyand/or Premises in any way, that may (a) cause a violation in any applicable regulations, (b) create a safety concern, or (c) unreasonably interfere with Landlord’s operation of the Property. 7 7.4. Landlord shall not operate the Property, or allow any other person or entity to operate the Property, in any way that may (a) cause a violation in any applicable law or regulations, (b) create a safety concern, or (c) unreasonably interfere with Tenant’s operation of the Station.7.5. Tenant shall provide the following specific services for the benefit of the Tenant’s business invitees: 7.5.1. provide reasonably adequate site supervision and maintenance of the Station; 7.5.2. prevent blocking of access to the Premises and Station Equipment, and other areas of the Property operated by Landlord; and 7.5.3. notify Tenant (via the posted toll free telephone number located on the Station Site) to report any emergencies, vandalism, maintenance issues, or operational issues with the Station Site or Station Equipment. 7.6. Tenant shall keep the Property free and clear of all mechanics liens relating to any work performed by Tenant in the Station. 7.7. Tenant shall comply with all applicable local, state, and federal laws and regulations with respect to Tenant’s use of the Station and the operation of the Station. 8. Landlord’s Rights, Obligations, and Duties. 8.1. Landlord shall make the Premises available to Tenant for the purpose of performing its obligations under this agreement, subject to Landlord’s maintenance of the Access Area detailed in section 8.2. In no event, shall Landlord be required to unreasonably alter or permit interference with its operations of the Property. 8.2. Landlord shall cooperate with Tenant in Tenant’s efforts to acquire or maintain any permits necessary to operate the Station. 8.3. Landlord (or its agents or employees) shall have the right to enter the Premises to inspect the Premises, Station, and Tenant’s operations at any reasonable time to ensure compliance with the terms of this Lease. 8.4. Landlord shall, at Landlord’s own cost own, operate, and maintain the Property, except for the Premises, in the normal course of Landlord’s business and operations. Landlord represents and covenants that Tenant shall peaceably and quietly have, hold and enjoy exclusive possession of the Station, Station Equipment, all appurtenances belonging thereto, and all rights granted to Tenant by this Lease for the entire duration of the Term without any unreasonable hindrance or interference by Landlord or any person acting by, through or under Landlord. Tenant’s customers shall have access to the Premises during normal business hours for 8 the sole purpose of refueling vehicles at the Station, and Tenant’s agents and invitees shall have access to the Premises at all times, to the extent not hindering or interfering with Landlord’s other use of the Property, to further Tenant’s use, operation, maintenance, repair and replacements on or about the Premises. Notwithstanding the above, Tenant acknowledges the Station is co-located with other fueling facilities on the Property and is in close proximity of Landlord’s equipment on the Property. Landlord, and Landlord’s agents and invitees, shall have unrestricted access to the Property and the Premises for the purpose of accessing, operating, or maintaining Landlord’s equipment and facilities. This access shall include the authority for Landlord to take any necessary actions for the protection of life, health, or property, including taking action on the Premises or the Station Equipment. Landlord shall maintain the Access Area so as to ensure Tenant’s ability to so access the Premises. Landlord will coordinate with Tenant on the scheduling of maintenance activities to the Access Area to reduce unreasonable interference or hindrance with the Station operations to the extend reasonably possible. 9. Breach, Default and Termination. If Tenant commits a material breach or any obligation or covenant under this Lease (a “Breach”), and such Breach, is not cured within thirty (30) days after Tenant’s receipt of written notice from Landlord specifying the nature of such Breach (a “Default”), Landlord shall (a) have the remedy described in California Civil Code§1951.4 and may continue this Lease in full force and effect after Tenant’s uncured default, andthe Lease will continue in effect as long as Landlord does not terminate Tenant’s right to possession,and Landlord shall have the right to collect any other amounts owed as they come due; or (b) terminate this Lease; provided, however, if the nature of the Breach is such that it is not commercially reasonably susceptible to being cured within such period, then Tenant shall not be deemed to be in Default if Tenant shall have commenced the cure of such Breach within such initial cure period and thereafter diligently prosecutes such cure to completion. In addition to the other terms of this Lease, if any of the following events occur with respect to a Party, such event is deemed a “Default” hereunder, without a requirement to provide notice and an opportunity to cure, in which case, the other Party may terminate this Lease by giving notice of such termination to the Party subject to such event: (i) Either Party is adjudged a bankrupt or insolvent or a trustee is appointed for either Party after a petition has been filed for reorganization or arrangement under the Federal Bankruptcy Laws, or under the laws of any state, and any such adjudication or appointment has not been vacated or stayed or set aside within 60 days from the date of the entry; or (ii) Either Party files or consents to any petition in bankruptcy or arrangement under the Federal Bankruptcy Laws, or under the laws of any state; or (iii) A decree or order appointing a receiver of the property of either Party is made and such decree or order has not been vacated, stayed, or set aside within 30 days from the date of entry or granting thereof, or either Party applies for, or consents to, the appointment of a receiver for either Party; or (iv) Either Party makes any assignment for the benefit of creditors. 9 10. Possessory Interest and Payment of Taxes. Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant agrees to pay or reimburse Landlord for any and all taxes and assessments charged or assessed on the land and improvements described in this Lease and on Tenant's possessory interest therein together with all penalties and fees, if applicable, during the Term, including any holding over period prior to any installment thereof becoming delinquent. Any such tax payment shall not reduce any payment due the Landlord hereunder. If Tenant shall, in good faith, desire to contest the validity, the imposition, or the amount of any tax or assessment or any other governmental charge herein agreed to be paid by Tenant, Tenant shall be permitted to do so; provided, however, the Tenant shall not permit or allow any lien to be placed or assessed upon the real property or any improvements thereon. 11.Business Interruption; Damage or Destruction. In the event: (a) Tenant’s access to or use of the Station or Station Equipment are substantially disrupted, impaired or hindered for any reason beyond Tenant’s reasonable control for more than sixty (60) days; (b) operation or maintenance of a hydrogen fueling station at the Premises is prohibited, restricted or substantially impaired (so as to make such activity commercially impracticable in Tenant’s reasonable judgment) by any law, ordinance, regulation, permit revocation or action or order of any governmental authority (and not by any act or omission of Tenant); or (c) the Station Equipment, the Station, or the Premises, in part or in whole, shall be damaged or destroyed by fire, earthquake or other casualty so as to become untenantable or not commercially viable for operation of the Station, in Tenant’s reasonable judgment, or to require substantial reconstruction; then Tenant shall have the right but not the obligation to terminate this Lease, vacate and surrender the Station to Landlord as soon as reasonably possible, provided that Tenant’s right to enter the Station to satisfy its outstanding obligations under this Lease, as provided hereunder, shall continue for a period of sixty (60) days after such termination (or such longer period as is reasonably necessary to enable Tenant, working diligently, to satisfy such obligations). Tenant shall notify Landlord in writing of its election to terminate within thirty (30) days from the date of such event. Tenant will be released from any liability accruing under this Lease after the date of such termination, except those liabilities that expressly survive the termination of this Lease. Following a casualty, at Landlord’s election, Landlord shall repair, restore, or reconstruct the damaged or destroyed buildings and other improvements on the Station to equal or better condition than existing prior to the casualty. Landlord and Tenant each waive the provisions of California Civil Code §§1932(2) and 1933(4) and any amendments thereto and of any law that may hereafter be passed during the Term authorizing the termination of a lease on the complete or partial destruction of the demised premises. Tenant shall be responsible for any damages or destruction to the Premises resulting from acts or omissions of Tenant or the employees, agents, invitees or guests of Tenant, and shall repair or compensate Landlord for such damages or destruction and shall return the Premises to Landlord, upon termination of this Lease, in its original condition except for reasonable wear and tear, obsolescence, fire/casualty and condemnation damage. 10 12. Indemnities. Except for Landlord’s sole negligence or willful misconduct, Tenant shall fully defend, indemnify and hold the Landlord, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney's fees, which arises out of or is in any way connected with the performance of Tenant’s responsibilities under this Lease by Tenant in the operation of Tenant’s business and the Premises, or any of Tenant's employees, agents, contractors, subcontractors or consultants and from all claims by Tenant's employees, agents, contractors, subcontractors or consultants for compensation for services rendered to Tenant in connection with this Lease, notwithstanding that Landlord may have indirectly benefitted from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Tenant or any of Tenant’s employees, agents, contractors, subcontractors or consultants. Except only as set forth in the immediately preceding paragraph, Landlord shall indemnify, defend and hold Tenant harmless from any damages incurred by Tenant resulting from a claim made by any person or entity against Tenant for a loss to person or property upon the Property, including attorneys’ fees and related expenses incurred by Tenant to defend any such third-party claim, including, without limitation, any claim associated with any environmental condition at the Property existing prior to the effective date of this Agreement, to the extent caused by the solenegligence or willful misconduct of Landlord. The parties expressly agree that any payment, attorney's fees, cost or expense incurred or made to or on behalf of an injured employee under its self-administered workers' compensation program is included as a loss, expense or cost for the purposes of this section. This Section 12 shall survive the expiration or early termination of this Lease. 13.Limitation on Damages; Abandonment. Except as to third-party claims for personal injury or property damage, neither Landlord nor Tenant shall be liable to the other for any consequential, special, punitive, loss of profits, loss or business use, or exemplary damages of any nature or for any damages for mental or emotional distress or fear of injury or disease. Notwithstanding anything to the contrary herein, so long as Tenant has paid and continues to pay on a timely basis all monetary sums required under this Lease and to observe all other obligations of Tenant hereunder, Tenant shall not be in default if Tenant vacates the Station for less than thirty(30) consecutive days (a “Pause Period”), and Tenant shall have no obligation to continuously operate the Station during a Pause Period. If Tenant shall abandon the Premises at any time during the Term or be dispossessed therefrom by process of law or otherwise, any personal property belonging to Tenant and left on the Premises thirty (30) days after such abandonment or dispossession shall be deemed to have been transferred to Landlord, and Landlord shall have the right to remove and to dispose of the same without liability to account to Tenant or to any person claiming under Lessee.14. Environmental Provisions. 14.1. Definitions. (a) “Environmental Claims” means any claims arising out of: (1) any violation or alleged violation of any Environmental Law, Environmental Permit or order of any 11 governmental authority issued pursuant to any Environmental Law occurring or allegedly occurring as a result of conditions existing or activities at the Property; (2) the presence of any Hazardous Substances in the soils, groundwater, surface water or air on, under, or emanating from the Property; or (3) any liability arising under any Environmental Law with respect to any Hazardous Substance released at the Property. Clauses (1) through (3) above include: (a) any claims by governmental authorities for enforcement, cleanup, removal, treatment, response, remedial, or other actions or damages pursuant to any applicable Environmental Law; and (b) any claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief resulting from any matters set forth in clauses (1) through (3) above or arising from injury to public health or the environment resulting from any matters set forth in clauses (1) through (3) above.(b)“Environmental Condition” means a condition relating to or arising or resulting from, a failure to comply with any applicable Environmental Law or Environmental Permit, a Release of a Hazardous Substance, or any other source of liability under Environmental Law.(c) “Environmental Laws” means all laws and orders of governmental authorities, and judicial and administrative interpretations thereof, relating to pollution or protection of the environment, natural resources, and public health and safety, including those relating to emissions, discharges, Releases or threatened Releases of Hazardous Substance into the environment (including ambient air, surface water, groundwater, or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substance, including the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 7 U.S.C. § 136 et seq., and the Emergency Planning and Community Right-to-Know Act of 1986, Title III of Public Law 99499. (d)“Environmental Permits” means all permits, approvals, identification numbers, and licenses that are required under any applicable Environmental Law.(e) “Hazardous Substances” means: (1) petroleum and petroleum products, radioactive materials, asbestos containing materials, urea formaldehyde foam insulation, transformers or other equipment that contain polychlorinated biphenyls and radon gas; (2) any other chemicals, materials, or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants”, or words of similar import, under any applicable Environmental Law; and (3) any other chemical, material, or substance that is regulated by any Environmental Law.(f)“Release” means any release (as defined under any Environmental Law) of any Hazardous Substance. (g) Indemnification. 12 (i) Tenant shall indemnify and defend and hold Landlord harmless from any claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including any sums paid for the settlement of claims, attorneys' fees, consultant, and expert fees) arising during the term of this Lease from, or in connection with, an Environmental Condition in connection with the Property caused by the acts or omissions of Tenant. Without limitation of the foregoing, this indemnification shall include any costs incurred due to any investigation of the site or any cleanup, removal, remediation, or restoration mandated by a federal, state, or local agency or political subdivision. (ii) Landlord shall indemnify and defend and hold Tenantharmless from any claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including any sums paid for the settlement of claims, attorneys' fees, consultant, and expert fees) arising from, or in connection with, an Environmental Condition in connection with the Property, except only for those matters for which Tenant is expressly made responsible under Section 13.1(g)(i). Without limitation of the foregoing, this indemnification shall include any costs incurred due to any investigation of the site or any cleanup, removal, remediation, or restoration mandated by a federal, state, or local agency or political subdivision. In addition to any other available rights or remedies available to Tenant, Tenant may terminate this Lease upon written notice to Landlord should such period continue for thirty (30) or more consecutive days during the term of this Lease. (iii) The indemnities set forth in this Section 15.1 shall survive the expiration or termination of this Lease. 14.2Tenant shall at all times observe and satisfy the requirements of, and maintain the Premises including the use and disposal of all hazardous material in compliance with all federal, state and local environmental protection, occupational, health and safety and similar laws, ordinances, restrictions, licenses and regulations, including but not limited to, the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), Safe Drinking Water Act (42 U.S.C. Section 300(f) et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), California Health and Safety Code (Section 25100 et seq., Section 25300 et seq., Section 39000 et seq.), California Water Code (Section 13000 et seq.) and the Environmental Responsibility Acceptance Act (California Civil Code Section 850 et seq.). If, during the term of this Lease, Tenant becomes aware of (a) any actual or threatened release of any hazardous material on, under, or about the Premises or (b) any inquiry, investigation, proceeding, or claim by any governmental agency or other person regarding the presence of hazardous material on, under or about the Premises, Tenant shall give Landlord written notice of the release or investigation promptly after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation. 13 15. Landlord Representations. Landlord represents and warrants to Tenant that, other than for the present use of the Property by Landlord as a dispensing station for petroleum and compressed natural gas based fuels and electric vehicle charging, that: (a) the Property has notbeen used for the storage, manufacture or disposal of any Hazardous Substances, and there are no proceedings pending or, to the best of Landlord’s knowledge, threatened, in which such storage, manufacture or disposal is alleged; (c) the Property is in compliance with all Environmental Laws; (c) there have been no Releases into the air, soil, groundwater or surface waters emanating from a source located on the Property, whether such source was controlled by Landlord, a prior owner of the Property, or a tenant of the Property, or otherwise; and (d) there are no undocumented or unregistered underground storage tanks located on the Property that contain, or have in the past contained, Hazardous Substances, including, without limitation, petroleum products. Landlord acknowledges and agrees that any breach of these representations and warranties shall be considered material with respect to this Lease, and shall constitute a Default by the Landlord, giving the Tenant the right immediately to terminate this Lease without any further obligation hereunder. 16. Miscellaneous. 16.1. Notices and Other Communications. Every notice or other communication required, contemplated, or permitted by this Lease by any Party shall be in writing and shall be delivered either by personal delivery, transmission (provided that a confirmation copy is promptly sent, other than by e-mail, as provided herein), private courier overnight service, or postage prepaid, return receipt requested certified or registered mail, addressed to the Party to whom intended at the following address: If to Landlord: City of Riverside 8095 Lincoln Avenue Riverside, CA 92504 Attn: General Services Director If to Tenant: Iwatani Corporation of America 2200 Post Oak Blvd., Suite 1150 Houston, TX 77056 Attn: James Kast Email: [email protected] shall be effective: (a) if by personal delivery (or delivered by overnight courier), at the time personally delivered; (b) if by courier or certified or registered mail, on the date it is officially recorded as delivered to the intended recipient by return receipt or the date of attempted delivery where delivery is refused by the intended recipient; or (c) if by e-mail (provided that a confirmation copy is promptly sent, other than by facsimile, as provided herein) on the business day following the day sent.16.2. Waiver Of Default. Acceptance by either party of performance following a default will not be deemed a waiver of such default. No waiver of a default will constitute a waiver of any other default. 14 16.3. Eminent Domain. In the event all or any part of the Premises is taken or damaged by the exercise of the power of eminent domain, all compensation and damages payable by reason of the condemnation of the real property shall be payable to Landlord without any apportionment to Tenant, Tenant hereby waiving any claim for leasehold damages attributable to this Lease having any bonus value, but Tenant shall have the right to claim and receive from the condemning authority (but not from City) any relocation assistance pursuant to Section 7260 et seq. of the Government Code of the State of California, and to request Tenant’s unamortized capital costs described in Section 5.3 from the condemning authority (but not from City).16.4. Existing Title To Premises. Tenant accepts the conditions of Landlord’s title to the Premises as the same now exists without representation or warranty of any kind, and Tenant shall be bound by any reservations, restrictions, easements, or encumbrances thereon which an examination of title would disclose. 16.5. Quitclaim Of Tenant's Interest Upon Expiration Or Termination. Upon the expiration or termination of this Lease for any reason, including but not limited to termination because of default by Tenant, at the request of Landlord, and subject to Landlord’s reimbursement obligation under Section 2, Tenant shall execute, acknowledge and deliver to Landlord within thirty (30) days after receipt of written demand therefor a good and sufficient deed whereby all right, title and interest of Tenant in the Premises, including any improvements thereon, is quitclaimed to the Landlord. Should Tenant fail or refuse to deliver the required deed to Landlord, Landlord may prepare and record a notice reciting the failure of Tenant to execute, acknowledge, and deliver such deed and said notice shall be conclusive evidence of the termination of this Lease, and of all right of Tenant or those claiming under Tenant in and to the Premises, and any improvements thereon. 16.6. Counterparts; Electronic Signatures. Each party to this Lease intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Lease. The parties further agree that the digital signatures of the parties included in this Lease are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section, a “digital signature” is defined in subdivision (d) of Section 16.5 of the Government Code and is a type of “electronic signature” as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Lease may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto. 16.7. Governing Law and Venue. The validity, construction and enforceability of this Lease shall be governed in all respects by the laws of the State of California without regard to its conflict of laws rules. Any action at law or in equity brought by either party hereto for the purpose of enforcing a right provided for by this Lease shall be tried in the Superior Court of 15 California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county 16.8. Relationship of Parties. Nothing contained in this Lease or in the relationship between the Parties shall be deemed to constitute a partnership, joint venture, or any other relationship between them except that of Landlord and Tenant.16.9. No Third Party Beneficiaries. This Lease is solely between Landlord and Tenant and no other person or entity shall have any rights or privileges hereunder. 16.10. Marginal Captions. The various headings and numbers herein and the groupings of the provisions of this Lease into separate sections and paragraphs are for the purpose of convenience only, and shall not be considered a part hereof.16.11. Reservations to City. The Premises herein leased is hereby accepted by Tenant subject to any and all existing easements and other encumbrances. In addition, Landlord hereby reserves and Tenant hereby expressly agrees that Landlord shall have the right to install, lay, construct, maintain, repair and operate sanitary sewers, storm drains, electric lines, telephone lines, telegraph lines, water pipelines, oil pipelines, and gas pipelines and such other appliances and appurtenances necessary or convenient to all of the above listed, over, in, upon, through, across, and along the Premises or any part thereof as will not interfere with Tenant's operations hereunder and to enter upon the Premises for any and all such purposes. City also reserves the right to grant franchises, easements, rights of way and permits in, over, upon, along and across any and all portions of said Premises as Landlord may elect so to do; provided, however, that no right of Landlord provided for in this paragraph shall be so executed as to interfere unreasonably with Tenant's operations hereunder. Landlord will not allow any portion of the Property to be used by Landlord or any third party for any other hydrogen vehicle fueling station. Landlord agrees that any right as set forth in this paragraph shall not be exercised unless a prior written notice of thirty (30) days is given to Tenant; provided, however, that in case of emergency such right may be exercised without such prior 30 days' notice, in which event Landlord will give Tenant such notice in writing as is reasonable under the then existing circumstances. Landlord agrees that it will cause the surface of the Premises to be restored to its original condition upon the completion of any construction permitted hereunder, except for construction initiated by Tenant. 16.12. Non-Discrimination: Except as provided in Section 12940 of the California Government Code, during term of this Lease, neither party shall discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical handicap, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, gender, gender identity, gender expression, sexual orientation, or veteran or military status in use of the Premises. 16.13. Anti-Terrorism Laws. Each of Landlord and Tenant hereby represents and warrants to the other that it (a) is not listed on the Specifically Designated Nationals List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, (b) is not an entity that the other Party is prohibited from doing business with under state and/or Federal anti-terrorism laws, (c) will not violate and of said anti-terrorism laws, and (d) will not do business 16 with any entity that such Party knows or suspects has violated, is violating, or intends to violate such anti-terrorism laws. 16.14. Entire Lease. This Lease and any exhibits are the entire agreement of the Parties and there are no representations, agreements, warranties, or promises, and neither Party is relying on any statements or representations of the other Party or any agent of the other Party, that are not expressly set forth in this Lease and any exhibits. 16.15.Severability. If any term, covenant, provision or condition contained herein is determined to be, to any extent, invalid, void or unenforceable by any court of competent jurisdiction, and Tenant reasonably determines that the primary purpose of this Lease can still be achieved in all material respects, then the remainder of this Lease shall not be affected thereby and all remaining terms, covenants, provisions and conditions in this Lease shall be deemed to be valid and enforceable. 17. Restrictions on Assignment. Neither party shall assign any right, interest, or obligation in or under this Lease to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Lease, in writing satisfactory to the parties. Tenant acknowledges that any assignment, may at the Landlord’s sole discretion, require City Manager and/or City Council approval. 18. Authority. 18.1. Tenant’s execution and delivery of this Lease to Landlord constitutes Tenant’s agreement and representation and warranty to Landlord that (a) Tenant has the full and unrestricted right, power and authority to execute and deliver this Lease and perform Tenant’s obligations under this Lease, and (b) this Lease has been duly executed and delivered by Tenant and constitutes a legal, valid, binding and enforceable obligation of Tenant and Tenant’s successors and assigns. This provision will survive the expiration or termination of this Lease.18.2. Landlord’s execution and delivery of this Lease to Tenant constitutes Landlord’s agreement and representation and warranty to Tenant that (a) Landlord has the full and unrestricted right, power and authority to execute and deliver this Lease and perform Landlord’s obligations under this Lease, (b) this Lease has been duly executed and delivered by Landlord and constitutes a legal, valid, binding and enforceable obligation of Landlord and Landlord’s heirs, legal representatives, successors and assigns, and (c) any third parties that are required to agree, approve or consent to this Lease (whether a mortgagee, ground lessor, master- or sub-lessor, franchisor, or otherwise) has approved or consented hereto in writing. This provision will survive the expiration or termination of this Lease. [Remainder of Page Intentionally Left Blank. Signature Page Follows.] 17 EXECUTED to be effective as of the Effective Date.LANDLORD:CITY OF RIVERSIDEBy:Name:Title:Date:Attest:City ClerkApproved as to Form:By: Deputy City AttorneyTENANT:IWATANI CORPORATION OF AMERICABy:Name:Title:Date:
Exhibit B – Partial Station Equipment Inventory 1
EXHIBIT B PARTIAL STATION EQUIPMENT INVENTORY DESCRIPTION ITEM NUMBER SERIAL NUMBER GILBARCO DISPENSER NP8 MCEN332525 KEEPRITE CONDENSING UNITKVD032V6-HT4B-T1M782 152104109THERMALCARE CHILLER CONTROL UNITNQA10 22220011501HUSKEY AIR COMPRESSOR 3332013 5302024 POWERTECH CONTROL ROOM HCS-875-2 1026-15POWERTECH COMPRESSOR ROOM HCS-875-3 1026-16POWERTECH HYDROGEN FUELING STATIONH70-T40-002 1024-15 POWERTECH CYLINDERS NATIONAL BOARD NUMBERS 37,38,39,40,41,42 EXPIRATION 2035 UPRIGHT CYLINDER 803851 TOSHIBA COMPRESSOR MOTOR 4FA060L3ZV91796 150100253 Exhibit C – Depiction of Property and Premises 1
EXHIBIT C DEPICTION OF PROPERTY, PREMISES AND ACCESS AREA