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December 20, 2018 Town of Wickenburg 155 North Tegner Street Wickenburg, AZ 85390 Attn: Town Manager P: 928-684-5451 E: jwright@wickenburgaz.com To Whom It May Concern, This letter serves as notice that Tesla, Inc. (“Tesla”) hereby exercises our right to the first renewal to extend the term of the agreement between Tesla Inc. and Town of Wickenburg dated January 20, 2014 (the “Ground Lease”) regarding the Tesla Supercharger station in Wickenburg, AZ located at 155 N Tegner Wickenburg, AZ 85390-3427. Pursuant to Section 6 of the Agreement, this renewal is for an additional 5 year period. Please email superchargerhost@tesla.com if you have any questions or concerns. Regards, __ Z 20, 2018) Drew Bennett Senior Manager, Global Charging Infrastructure Jesia, Inc, PR RES SP WARS THETA RONAN” . ap , f “pirical Coy GROUND LEASE This Lease (the “Lease”) is made this ZC day of January, 2014 (the “Effective Date”) by and between the Town of Wickenburg, an Arizona municipal corporation (“Landlord”) and Tesla Motors, Inc., a Delaware corporation (“Tenant” or “Tesla”). 1. CONTACT INFORMATION: Landlord's Address for Notices and Payments: Tenant's Address for Notices: Town of Wickenburg Tesla Motors, Inc. 155 North Tegner Street 3500 Deer Creek Road Wickenburg, Arizona 85390 Palo Alto, CA 94304 Attention: Town Manager Attention: Supercharger team Phone: (928) 684-5451 Phone: (650) 681-5000 Email: jwright@wickenburgaz.org Email: superchargerlease@teslamotors.com Tenant’s address for invoices shall be: Tesla Motors, Inc. 45500 Fremont Boulevard Fremont, California 94538 Attention: Accounts Payable PREMISES: Landlord hereby leases to Tenant eight (8) dedicated parking spaces, up to five (5) feet of additional parking width to comply with the Americans with Disabilities Act of 1990, and approximately 200-400 square feet of landscaped space for equipment (the “Premises”) on the property commonly known as Wickenburg Town Hall, 155 North Tegner Street (the “Property”), as depicted on Exhibit A attached hereto. Upon delivery of possession of the Premises to Tenant, Tenant shall, at its sole expense, construct any additional improvements as described in and pursuant to the procedures set forth in Exhibit B, attached hereto and made a part hereof, and will install certain trade fixtures indicated in Exhibit B (the “Trade Fixtures” as further described and defined in Exhibit B). INITIAL FOOTPRINT: Initially, three (3) parking spaces shall serve as dedicated charging stalls to be used only by Tesla vehicles (“Dedicated Stalls”), three (3) parking spaces shall be outfitted with Tesla charge posts to charge Tesla vehicles but will also be available for general parking, but not charging, of non-Tesla vehicles for a maximum of thirty (30) minutes (“Enabled Stalls”), and two (2) parking spaces shall remain available to Tesla to be outfitted with Tesla charge posts at a later date for use as either Dedicated Stalls or Enabled Stalls. The distinct types of stalls shall have markings and signage as depicted in Exhibit B. Tenant shall have the option to convert Enabled Stalls into Dedicated Stalls in order to meet demand for charging services, subject to Landlord approval, which shall not be unreasonably withheld, conditioned or delayed. POSSESSION DATE: The first date where Tenant may enter the Premises and Property to begin its work pursuant to the Lease is February 1, 2014 (the “Possession Date”). 08262013 Page 1 COMMENCEMENT DATE: The Term shall commence on the date that the Tesla charging station is open to the public, which shall not be later than 120 days following the Possession Date (the “Commencement Date”), provided that no external permitting, utility or other requirements beyond Tenant’s control delay the installation, despite the best efforts of Tenant. TERM: The initial term of the Lease is five (5) years commencing on the Commencement Date (the “Term”). Tenant shall have the right to twice extend the Term, each extension shall be for an additional period of five (5) years (each a “Renewal Term”). In the event of a sale or transfer of the Property or Premises by Landlord while the Lease is in effect, Tenant’s rights shall be conveyed with the Property or Premises. 10. a1. 12. “Rent”) paid by Tenant on a monthly basis on or before the first day of the month for which the rent is being paid, plus all applicable commercial rental transaction privilege taxes. Tenant shall have no obligation to pay any other charge to Landlord, excepting only utility charges, which will be paid as set forth below. UTILITIES: Tenant agrees to arrange for and pay the charges for all Tenant-related utility services provided or used in or at the Premises during the term of the Lease. Tenant shall pay directly to the utility company the cost of installation of any and all such Tenant-related utility services and shall arrange to have the utility service separately metered. However, if by mutual agreement any Tesla-dedicated charging equipment is placed on Landlord’s metered service, then Tenant will track and reimburse Landlord for all incremental utility costs associated with the dedicated equipment. All such payments will be made net 30 days from the last day of the billing month at the address designated in Section 1 above, payable in the name of the Landlord. Landlord shall not be responsible for any damages suffered by Tenant in connection with the quality, quantity or interruption of utility service, provided that the cause of the disruption or damage was not due to Landlord’s gross negligence or willful misconduct. PLACE AND MANNER OF PAYMENT: All monies required to be paid by Tenant shall be paid to Landlord without prior notice, demand, offset or deduction at the address designated for payments, above. Checks or money orders shall be made payable in the name of the Landlord, as designated above. USE: Tenant shall use and occupy the Premises during the term of tenancy for an electric vehicle charging station and incidental purposes, including generating PV electricity and operating an energy storage system. All use of the Premises by Tenant shall comply with applicable codes, laws, and ordinances. Landlord shall not be responsible for enforcement of the use of the facilities. PAYMENT for CHARGING SERVICES: Landlord shall have no right to request or accept payment from any third-party in connection with Tesla charging services. MAINTENANCE: Tenant shall be responsible for maintaining the Premises and Trade Fixtures. Tenant may, in its discretion and at its sole cost, install security cameras and other equipment to monitor the Premises from off-site. Notwithstanding the foregoing, Landlord shall maintain the public property, including the Premises, in the same manner as of the date of possession. 08262013 Page 2 13. LANDLORD COVENANTS: Landlord shall not take any action that would impair use of the Premises or the Trade Fixtures. Landlord shall not knowingly allow another party to impair use of the Premises or the Trade Fixtures. Landlord agrees to notify Tenant within a commercially reasonable time if (i) it has knowledge of third-parties impairing or misusing the Premises or Trade Fixtures, or (ii) it obtains knowledge of a needed repair to the Premises or Trade Fixtures. Landlord acknowledges and agrees that Tenant shall have all rights at law or in equity against Landlord if Landlord causes impairments of the Premises or the Trade Fixtures. If non-Tesla motorists repeatedly park in the Dedicated Stalls, thereby impairing use of the Dedicated Stalls, or if motorists repeatedly park in the Enabled Stalls for greater than the permitted duration, then the parties shall together determine and implement an appropriate and effective strategy for preventing such impairment. 14. 15. 16. iy. ASSIGNMENT: Tenant shall not assign this Lease voluntarily or by operation of law, or any right hereunder, nor sublet the Premises or any part thereof, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. ALTERATIONS: Excepting the items of Exhibit B, Tenant shall not make or permit to be made any alterations, changes in or additions to the Premises without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Upon termination of this Lease, unless terminated due to a default of Landlord, the Infrastructure (as defined in “Exhibit B”) shall become the property of Landlord; provided that all Trade Fixtures and all intellectual property shall at all times remain the property of Tenant and all Trade Fixtures will be promptly removed by Tenant following termination of the Lease. SIGNS: Tenant signage at the Premises is represented in Exhibit B. Any revisions or additions to the signage depicted in Exhibit B shall be subject to Landlord approval, which shall not be unreasonably withheld, conditioned or delayed. In addition, Tenant shall be permitted to maintain way-finding signage on the Property subject to Landlord approval, which shall not be unreasonably withheld, conditioned or delayed. The signs shall be professionally prepared at Tenant’s expense. INDEMNIFICATION: Except to the extent of any gross negligence or willful misconduct of Landlord, Tenant hereby agrees to indemnify, hold harmless and defend the Property, Landlord, its managers, members, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney’s fees, on account of or arising out of or alleged to have arisen out of directly or indirectly, any claim of any person or persons, including Tenant, related to Tenant’s use of the Premises. Tenant shall promptly remove or bond any liens placed on the Property as a result of any claims for labor or materials furnished to or for Tenant at or for use on the Premises. Except to the extent of any gross negligence or willful misconduct of Tenant, Landlord hereby agrees to indemnify, hold harmless and defend the Tenant, its managers, members, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney’s fees, on account of or arising out of or alleged to have arisen out of directly or indirectly, any claim of any person or persons, including Landlord, related to Landlord’s actions with respect to the Premises. 08262013 Page 3 18. 19. 20. 21. 22; DESTRUCTION: Any partial or total destruction of the Premises shall, at Landlord’s or Tenant’s election, terminate the Lease. If Landlord elects to repair said damage and continue this Lease, and Tenant does not terminate this Lease, then Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made. DEFAULT: The following events shall constitute a default of Tenant’s obligations under this Lease: (1) the failure by Tenant to perform or observe any material term or condition of the Lease and such failure continues for a period of thirty (30) days after receipt of written notice thereof, provided however, that if the nature of such default is such that the same cannot reasonably required to cure such failure provided Tenant commences to cure such failure within such 30-day period and proceeds to cure such failure with diligence and continuity; or (2) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tenant located at the Premises and if possession is not restored to Tenant within sixty (60) days; or a general assignment by Tenant for the benefit of creditors; or any action or proceeding commenced by or against Tenant under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and in the case of involuntary actions filed against the Tenant the same are not discharged within sixty (60) days after the date of commencement. Notwithstanding the above, in the case of (1) above, Landlord shall provide Tenant with an additional thirty (30) day cure period (the “Cure Period”) during which Landlord may restrict access to the Premises; no default shall occur during the Cure Period. REMEDIES: In the event Tenant shall be guilty of a default as provided above, then Landlord, in addition to any other remedies given Landlord at law or in equity, may: (1) continue this Lease in effect by not terminating Tenant’s right to possession of said Premises and thereby be entitled to enforce all Landlord's rights and remedies under this Lease; or (2) bring an action to recover and regain possession of said Premises in the manner provided by the laws of eviction of the State where the Premises are located then in effect. INSURANCE: Tenant shall carry general commercial liability insurance with the limits of not less than One Million Dollars ($1,000,000.00) for bodily injury or death and replacement value property insurance. Tenant will also carry an umbrella insurance policy of not less than Two Million Dollars ($2,000,000.00). Upon request, Tenant shall name Landlord as additional insured. A certificate evidencing such insurance shall be delivered to Landlord upon the execution of this Lease and from time to time thereafter as may be requested by Landlord. CONFIDENTIALITY, USE OF NAMES, TRADEMARKS OR LOGO: Tenant and Landlord agree not to disclose the terms of this lease to any person or entity other than (i) financial, legal and space planning consultants that have a “need to know” such confidential information and (ii) as 08262013 Page 4 23. 25. 26. 27. 28. required by law, including without limitation as Landlord may be required to disclose as public record. Neither party will use the other party’s name, trademark or logo without written consent. NOTICES: All notices or demands shall be in writing and shall be deemed duly served or given only if delivered by prepaid (i) U.S. mail, certified or registered, return receipt requested, or (ii) reputable, overnight courier service (such as UPS or FedEx) to the addresses of the respective parties as specified in Section 1 above. Landlord and Tenant may change their respective addresses for notices by giving notice of such new address in accordance with the provisions of this paragraph. each hereby agrees to indemnify and hold the other harmless from any claims for any such commissions or fees. SUCCESSORS AND ASSIGNS: This Lease shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective successors and assigns. GOVERNING LAW: This Lease shall be governed by the laws of the State of Arizona, Maricopa County. TIME: Time is of the essence in this Lease. REMEDIATION: In the event this Lease is terminated for any reason, Tenant shall be responsible and bear all expense for remediation of the Premises to its original condition as of the Possession Date, ordinary wear and tear excepted. [Signature page follows.] 08262013 Page 5 IN WITNESS WHEREOF, the parties hereto hereby execute this Lease as of the Effective Date first written above. LANDLORD: Town of Wickenburg an Arizona municipal corporation TENANT: Tesla Motors, Inc. a Delaware corporation A AS _ ih YES ( By: La By: / TVEeKWY John. Cook, Mayor aa \ve = Name: NM ZNO wy Title: Dice A, : Vourctay Gas mass Deth ma Gloria Leija, Interim Town Clerk © APPROVED AS TO FORM: hh Kelly Y, Schwab, Town Attorney 08262013 Page 6 EXHIBIT A Premises and Property Depiction Nvid aus aasodoud 07302013 tavion 7 soa) [ 8 | war ‘ounenaxoim INOBL HLNON Sst ‘OUNENANSIM ‘oungNnayoint obozv 2 — ‘OMS 07 OME Hos LIndWId 180d ONIDUVHS EXHIBIT B Tenant Improvements and Trade Fixtures Tenant shall install its vehicle charging station on the Premises pursuant to the terms of this Exhibit B. Tenant installation shall include the installation of the infrastructure for the charging station, which may include power supply, utility connections, concrete pads, conduit and wiring (the “Infrastructure”). The charging station will also include certain trade fixtures as determined by Tenant, which may include, without limitation, the vehicle chargers, charge posts, switchgear, signage, canopy, solar panels, and an energy storage system (the “Trade Fixtures”). The Trade Fixtures to be installed at the Premises will include the following: : Up to four (4) Tesla “Superchargers” . Up to eight (8) charging posts * Switchgear and meter panel . Signage The installation of the Infrastructure and the Trade Fixtures is collectively referred to as the “Tenant Improvements.” Tenant will not perform the Tenant Improvements until the plans and specifications, including exact locations, have been approved by Landlord, which shall not be unreasonably withheld, conditioned or delayed. All Tenant Improvements shall at all times comply with applicable laws, codes, and ordinances and shall be installed, maintained and replaced at Tenant’s sole cost. 07302013