Maxwell Green - PILOT (6.15.18) — File 206281

1 SOMERVILLE PILOT PAYMENT IN LIEU OF TAXES AGREEMENT THIS PAYMENT IN LIEU OF TAXES AGREEMENT (this “Agreement”) is made and entered into as of June ___, 2018 by and between Sunwealth Power, Inc., a Delaware public benefit corporation, (“Developer”), and the City of Somerville, a municipal corporation duly established and located in the Commonwealth of Massachusetts (the “City”). Developer and the City are collectively referred to in this Agreement as the “Parties” and are individually referred to as a “Party”. WHEREAS, Developer plans to build and operate a solar electric generating facility (the “Project”) with an expected nameplate capacity of approximately 231.6 kilowatts (kW) (AC) (294.19 kW-DC), or such other capacity as may be determined after the final design and engineering plans are completed, on property located at 1 Maxwells Green, Somerville, MA 02144 described in Exhibit A (the “Property”); WHEREAS, the Project consists of the following property: (a) solar modules, solar inverter systems, and solar power generating facilities including racking, foundations, support structures, braces and other structures and equipment; (b) electrical transmission facilities, electrical distribution and collector lines, wires, cables, conduits, footings, foundations, interconnection and/or switching facilities, circuit breakers, transformers, pads, energy storage facilities; (c) control, communication and telecommunication systems; (d) solar energy measurement equipment; (e) other improvements, facilities, appliances, materials parts, systems, structures, machinery and equipment in any way related to or associated with generation, conversion, storage, switching, metering, transmission, distribution, conducting, sale or other use or conveyance of electricity (the “Solar Facilities”); WHEREAS, Developer has entered into a Net Metering Credit Agreement (“NMCA”) with the City, pursuant to which the City will purchase all electricity and net metering credits generated by the Project; WHEREAS, because both Developer and the City need an accurate projection of their respective expenses and revenues with respect to the real and personal property that is taxable under law, the Parties believe that it is in their mutual best interests to enter into this Agreement fixing the payments that will be made with respect to all taxable real and personal property incorporated within the Project for the term of the Agreement; WHEREAS, it is the intention of the Parties that Developer make payments to the City for the term of this Agreement on account of real and personal property taxes, under the authority of and in accordance with General Laws Chapter 59, §38H, as amended; WHEREAS, the Parties intend that, during the term of the Agreement, Developer will not be assessed for any statutory real and personal property taxes on account of the Project to which it might otherwise be subjected under Massachusetts law, and this Agreement will provide for the exclusive tax payments for real and personal property taxes that Developer (or any successor owner of the Project) will be obligated to make to the City with respect to the Project during the term hereof, provided, however, that the Parties do not intend for this Agreement to affect any direct payments for services provided by the City to the Project, including but not limited to, water and sewer services, and similar payment obligations not in the nature of real or personal property taxes or substitutes for such taxes that Developer may otherwise be obligated to pay to the City; and

2 SOMERVILLE PILOT WHEREAS, the City is authorized to enter into this Agreement with Developer, as the culmination of good faith negotiations that anticipate that the tax payments over the life of the Agreement will amount to the equivalent of the property tax payments that would otherwise be determined under G.L. c.59 based upon the full and fair cash valuation of the Project. NOW THEREFORE, in exchange for the mutual commitments and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. Payment on Account of Real and Personal Property Taxes. Developer agrees to make annual tax payments to the City, in the amounts and in the years set forth in Exhibit B beginning in Fiscal Year 1 and continuing until the earlier of (x) termination of the NMCA and removal of the Project from the Property or (y) conclusion of Fiscal Year 20. For purposes hereof, “Fiscal Year 1” shall mean the City’s first fiscal year commencing after the Project achieves the Commercial Operation Date (as defined in the NMCA), and “Fiscal Year 20” shall mean the twentieth (20th) fiscal year following the commencement of Fiscal Year 1. Each annual payment shall be made to the City in two equal installments on or before January 1 and July 1 of each fiscal tax year during the term of this Agreement, and the annual payment amount and payment date and the City’s wire instructions will be noted on a tax bill issued by the City to the Developer at least thirty days prior to the due date. The first and last payments shall be pro-rated based on the number of days in the semi-annual periods, respectively. City specifically agrees that the semi-annual payment amounts will be paid by check or ACH. Developer agrees that the tax payments under this Agreement will not be reduced on account of a depreciation factor, revaluation or reduction in the City’s tax rate or assessment percentage and the City agrees that the tax payments will not be increased on account of an inflation factor, revaluation or increase in the City’s tax rate or assessment percentage. 2. Improvements or Additions; Retirements. From and after the Commercial Operation Date and continuing throughout the term of this Agreement, the Developer shall provide written notice to the City of any improvement, addition, retirement and/or replacement of any personal or real property to the Project, such notice to be provided within thirty calendar days after such improvement, addition, retirement or replacement is installed and, if applicable, commissioned. The City, its officers, employees, consultants and attorneys will have the right to inspect the Project in connection with any such notice. If such improvement, addition, retirement or replacement adds value to the Project, as reasonably determined by the City’s Assessor, which determination shall include consideration of documentation relating thereto provided by Developer and reasonably acceptable to the City’s Assessor, the remaining tax payments shall be adjusted to reflect any increase in the value of the Project using the cost method. To the extent that Developer retires or removes any capital improvements from the Project, retires or removes any personal property or real property from the Project, or retires or removes any existing improvements, equipment or personal property from the Project, and such retirement or removal reduces the value of the Project after the Commercial Operation Date based upon documentation provided by Developer and reasonably acceptable by the City’s Assessor, the remaining tax payments will be adjusted to reflect any temporary or permanent reduction in the value of the Project. No notice shall be required for replacement of equipment and machinery within the scope of Section 2 and no adjustment to the payment amount shall be made for replacement of equipment and machinery within the scope of Section 2. 3. Inventory. Within six (6) months after the Commercial Operation Date, Developer shall provide the City with a comprehensive inventory of all real and personal property incorporated into the Project (the "Inventory"). The general categories of property to be included in the Inventory are listed in Exhibit C. The City, its officers, employees, consultants and attorneys will have the right to inspect the Project in connection with the preparation of the Inventory. Any written notice of an improvement, addition, retirement or replacement given by Developer under Section 2 shall reference

3 SOMERVILLE PILOT the Inventory and such a notice shall constitute an update to the Inventory. The City, its officers, employees, consultants and attorneys will have the right to periodically inspect the Project on reasonable prior notice to Developer, subject to the City’s agreeing to comply with all reasonable Developer safety and security requirements, and to review documents in the possession of Developer that relate to the inventoried property for the purpose of verifying that Developer has accurately updated the Inventory. 4. Ordinary Maintenance. No additional tax payments will be due or required for replacement of equipment or machinery that is nonfunctional, obsolete or is replaced solely due to wear and tear or casualty or as part of scheduled or unscheduled maintenance. 5. Payment Collection. The provisions of General Laws Chapter 60 and other applicable law will govern the collection of any payments provided for in this Agreement as though they were real or personal property taxes due and payable to the City thereunder. In the event Developer fails to make payments hereunder, the City may, at its sole election and in addition to and not in limitation of any other rights and remedies hereunder, seek to collect said payments in accordance with the provisions of G.L. c. 59 and G.L. c. 60. 6. Tax Status. The City agrees that during the term of this Agreement, the City will not assess Developer for any real estate and personal property taxes with respect to the Project, the Solar Facilities or the licensed area to which Developer might otherwise be subject under Massachusetts law, and the City agrees that this Agreement will exclusively govern the payments of all ad valorem real estate and personal property taxes and payments in lieu of such taxes that Developer will be obligated to make to the City with respect to the Project, provided, however, that this Agreement is not intended to affect, and will not preclude, other assessments of general applicability by the City for excise taxes on vehicles due pursuant to General Laws Chapter 60A and for services provided by the City to the Project, including but not limited to, water and sewer services. The City agrees that no real estate or personal property taxes will be due from or assessed to Developer other than the payments described in this Agreement. 7. Successors and Assigns. This Agreement will be binding upon the successors and assigns of Developer, and the obligations created hereunder will run with the Property and the Project. In the event that Developer sells, transfers, leases or assigns all or substantially all of its interest in the Project, this Agreement will thereafter be binding on the purchaser, transferee or assignee. Developer may record a notice of this Agreement in the applicable registry of deeds office. 8. Statement of Good Faith. The Parties agree that the payment obligations established by this Agreement were negotiated in good faith in recognition of and with due consideration of the full and fair cash value of the Project, to the extent that such value is determinable as of the date of this Agreement in accordance with General Laws Chapter 59, §38H(b). Each Party was represented by counsel in the negotiation and preparation of this Agreement and has entered into this Agreement after full and due consideration and with the advice of its counsel and its independent consultants. The Parties further acknowledge that this Agreement is fair and mutually beneficial to them because it reduces the likelihood of future disputes over real and personal property taxes, establishes tax and economic stability at a time of continuing transition and economic uncertainty in Massachusetts and the region, and fixes and maintains mutually acceptable, reasonable and accurate tax payments for the Project that are appropriate and serve their respective interests. The City acknowledges that this Agreement is beneficial to it because it will result in mutually acceptable, steady, predictable, accurate and reasonable payments to the City. Developer acknowledges that this Agreement is beneficial to it because it ensures that there will be mutually acceptable, steady, predictable, accurate and reasonable tax payments for the Project.

4 SOMERVILLE PILOT 9. Additional Documentation and Actions. Each Party will, from time to time hereafter, execute and deliver or cause to be executed and delivered, such additional instruments, certificates and documents, and take all such actions, as the other Party reasonably requests for the purpose of implementing or effectuating the provisions of this Agreement and, upon the exercise by a Party of any power, right, privilege or remedy pursuant to this Agreement that requires any consent, approval, registration, qualification or authorization of any third party, each Party will execute and deliver all applications, certifications, instruments and other documents and papers that the exercising Party may be so required to obtain. Notwithstanding the foregoing, the City shall not be obligated to execute or deliver any applications, instruments, certifications or documents that will require the City to interfere with the independent regulatory, legislative or executive functions of any official, board or committee of the City. 10. Invalidity. (a) If, for any reason, including a change in applicable law, it is ever determined by the Massachusetts Appellate Tax Board or any court or governmental authority of competent jurisdiction that this Agreement is invalid then the parties shall, subject to any necessary vote of the Somerville Board of Aldermen, undertake reasonable efforts to amend and or reauthorize this Agreement so as to render the invalid provisions herein lawful, valid and enforceable. If the Parties are unable to do so, this Agreement shall terminate as of the date of such determination of invalidity, and the Property and Project will thereafter be assessed and taxed as though this Agreement did not exist. The Parties will cooperate with each other, and use reasonable efforts to defend against and contest any challenge to this Agreement by a third party. (b) The Parties understand and agree that this Agreement shall be void and unenforceable if (i) Developer is determined or declared by the Massachusetts Appellate Tax Board or a court of competent jurisdiction not to be a “generation company” or “wholesale generation company” as those terms are used and/or defined in G.L. c. 59 § 38H (b), and G.L. c. 164 § 1; and/or (ii) this Agreement is not approved by the Somerville Board of Aldermen, provided that any payments made hereunder by Developer before any such declaration or approval shall be and remain the property of the City. 11. Notices. All notices, consents, requests, or other communications provided for or permitted to be given hereunder by a Party must be in writing and will be deemed to have been properly given or served upon the personal delivery thereof, or via overnight delivery service or by U.S. certified mail, return receipt requested. Such notices shall be addressed or delivered to the Parties at their respective addresses shown below. To Developer: Sunwealth Power, Inc. 1 Davis Square, Suite 302 Somerville, MA 02144 Email: [email removed] To City: Board of Assessors City Hall 93 Highland Avenue Somerville, MA 02143

5 SOMERVILLE PILOT Any such addresses for the giving of notices may be changed by either Party by giving written notice as provided above to the other Party. Notice given by counsel to a Party shall be effective as notice from such Party. 12. Applicable Law. This Agreement is made pursuant to and shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. Developer and the City each consent to the jurisdiction of the Massachusetts courts and the applicable agencies of the Commonwealth of Massachusetts regarding any and all matters related to the subject hereof, including interpretation or enforcement of this Agreement or any of its provisions. 13. Good Faith. The City and Developer shall act in good faith to carry out and implement this Agreement. 14. Force Majeure/ Casualty. The Developer and City both recognize that there is the possibility during the term of this Agreement that all or a portion of the Property or Project may be damaged or destroyed or otherwise rendered unusable due to events beyond the control of either Party (“Force Majeure”). As used herein Force Majeure includes without limitation: acts of God, including floods, winds, storms, earthquakes, fire or other natural disaster; acts of war, or civil insurrection or disturbance, terrorism; taking by eminent domain by any governmental entity of all or a portion of the Property. If an event of Force Majeure or casualty occurs during the term of this Agreement with respect to any portion of the Property or Project that renders or Project unusable for the customary purpose of the production of electricity for a period of more than ninety (90) days, the Developer may, at its election, notify the City of the existence of this condition as well as of its decision whether or not to rebuild that portion of the Project so damaged or destroyed or taken. In the event Developer provides such notice to the City, then, subject to the City’s right to terminate under Section 20, below, the annual payment shall be adjusted in accordance with the provisions of Sections 2 and 3. 15. Early Termination. The Developer’s obligation hereunder with respect to payments due for a particular fiscal year shall be reduced in an applicable proportional part due to the early termination of the NMCA within such fiscal year. 16. Covenants of Developer. During the term of the Agreement, Developer will not voluntarily do any of the following: (a) seek to invalidate this Agreement, or otherwise take a position adverse to the purpose or validity of this Agreement; or (b) convey, without the express consent of the City, by sale, lease or otherwise any interest in the licensed area to any entity or organization that qualifies as a charitable organization pursuant to General Laws Chapter 59, §5 (Third). (c) fail to pay the City the amounts due hereunder when due in accordance with the terms of this Agreement. 17. Covenants of the City. So long as Developer is not in breach of this Agreement during its term, the City will not do any of the following:

6 SOMERVILLE PILOT (a) seek to invalidate this Agreement or otherwise take a position adverse to the purpose or validity of this Agreement; (b) seek to collect from Developer any property tax upon the Property or the improvements thereon (including the Project) in addition to the amounts provided for herein; (c) impose any lien or other encumbrance upon the licensed area or the improvements thereon (including the Project) except as is expressly provided for herein. 18. Representations of City. Subject to the terms of this Agreement and except as provided below, the City represents and warrants to Developer that (i) it has secured all approvals of appropriate officers, boards and bodies necessary to duly authorize the execution, delivery and performance of this Agreement and its obligations hereunder, and (ii) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement by the terms, conditions or provisions of any law as currently understood, any order of any court or other agency or authority of government, and (iii) this Agreement is a legal, valid and binding obligation of the City and is enforceable in accordance with its terms, subject to applicable laws. 19. Representations of Developer. Developer represents and warrants to the City that (i) it is duly organized and validly existing as a public benefit corporation under the laws of Delaware, and is authorized to conduct business in the Commonwealth of Massachusetts, and (ii) it has all requisite power and authority to enter into this Agreement and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, (iii) the performance of its obligations hereunder will not violate, result in a breach of or constitute a default under any agreement or instrument to which Developer is a party or by which Developer is bound; (iv) this Agreement constitutes the legal, valid and binding obligation of Developer enforceable in accordance with its terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting other enforcement of creditors’ rights generally or by general equitable principles; (v) as of the date of this Agreement, Developer is a “generation company” or “wholesale generation company” as those terms are used and defined in G.L. c. 59, § 38H(b) and G.L. c. 164 § 1, and Developer does not qualify for a manufacturing classification exemption pursuant to G.L. c. 59, §5(16)(3). 20. Termination. The City may terminate this Agreement upon written notice to Developer in the event Developer fails to make timely payments hereunder on the date due and such failure continues for sixty days after Developer receives written notice of such failure from City, provided that if the breach is cured within such 60-day period, the Agreement shall not be terminated.

7 SOMERVILLE PILOT Executed under seal by the undersigned as of the day and year first written above, each of whom represents that it is fully and duly authorized to act on behalf of and bind its principals. CITY OF SOMERVILLE By: Joseph A. Curtatone Its: Mayor SUNWEALTH POWER, INC. By: Jonathan Abe Its: Manager

EXHIBIT A Description of Property Solar PV Canopy on the top of the building at 1 Maxwells Green, Somerville, MA 02144 Approximate nameplate capacity: 231.6 kilowatts (kW) (AC) (294.19 kW-DC)

EXHIBIT B Payments Years 1-20 $2,386.47 per year

EXHIBIT C CATEGORIES OF INVENTORY A. Real Property. A portion of the real property located at 1 Maxwells Green, Somerville, MA 02144 as described in Exhibit A B. Personal Property  Solar panels  Inverters  Racking for the panels  Data acquisition system