HARQ1_-_HARQUAHALA_SUN_1_LLC_MCDOT_AGREEMENT_(EXECUTED)_V230807.PDF

DocuSign Envelope ID: 8AGEOC7A-FBAC-4C45-8210-9FOD6390CC8A

SOLAR POWER ELECTRICAL SYSTEM
AGREEMENT ISSUED TO
Harquahala Sun 1, LLC

THIS AGREEMENT (“Agreement”), issued by Maricopa County a political
subdivision of the State of Arizona (hereinafter called “The County”), to
Harquahala Sun 1, LLC, a Delaware Limited Liability Company (hereinafter called
“User”). County and User may collectively be referred to herein as the Parties, or
individually as a Party.

WHEREAS, it is necessary in the public interest that all uses within the right-of- way for
public roads, streets and alleys by individuals, corporations and political subdivisions be
regulated and controlled so that said public roads, streets and alleys may be effectively
utilized and maintained for their primary purposes as public ways; and

WHEREAS, User has applied to the County for permission to use certain County Right-of-
Way, as described in Exhibit A, as amended, (“Permitted Area”) for the placement of a Solar
Power Electrical System under, in, along, over and across the Permitted Area; and

WHEREAS, Arizona Revised Statute § 11-251.4 authorizes the Board of Supervisors of
Maricopa County to control and manage said public roads, streets, and alleys within Maricopa
County.

NOW, THEREFORE, for the mutual consideration herein provided:

SECTION 1. Agreement Granted.

A. County hereby issues to User this nonexclusive Agreement upon the express terms
herein provided and subject to the condition that anything not specifically authorized by
the County in this Agreement shall be prohibited.

B. County hereby allows User and its contractors to construct, install, operate and maintain
a Solar Power Electrical System ("Permitted Use") in, under, along, over, and across
the Permitted Area, subject to: (1) the County’s prior and superior right to lay,
construct, erect, install, use, operate, repair, replace, remove, relocate, regrade,
widen, realign, or maintain any street and public way, aerial, surface, or subsurface
improvement, including but not limited to water mains, traffic control conduits,
cable and devices, sanitary or storm sewers, subways, tunnels, bridges, viaducts,
or any other public construction within the rights-of-way of the County limits, (2)
County’s rights to have unrestricted access to and use of the Permitted Area for its
primary purpose as a public way, or for any purpose under federal, state or local
law, (3) all applicable ordinances and resolutions of the County, and any amendments
thereto, including all ordinances or resolutions adopted after the effective date of this
Agreement, (4) all applicable state and federal laws and any other governmental
restrictions which include, but are not limited to, environmental, archaeological, and

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cultural regulations, rules, ordinances and/or statutes, including all laws, rules and
regulations adopted after the Effective Date of this Agreement and, (5) all
easements, permits, agreements, privileges or other rights, covenants, conditions,
restrictions, licenses, and existing encumbrances of record, or not of record that exist,
in either case, as of the Effective Date and can be discovered by a visual inspection or
accurate survey of the real property, and (6) the provisions contained herein. No
improvements other than the Solar Power Electrical System shall be placed or
constructed by User, its contractors, or any entity related to User, within the Permitted
Area. Subject to the review and approval of the MCDOT Director, which approval will
not be unreasonably withheld or conditioned, User may amend Exhibit A at any time
during the term of the Agreement to add to or modify the Permitted Area and/or User’s
Solar Power Electrical System within the Permitted Area, including without limitation
the addition of high and low voltage crossings across County Rights-of-Way, via an
application to the County that provides the legal description(s) and exhibits showing
such additions or modifications. Any such additions or modifications shall be at
all times governed by the terms and conditions of this Agreement.

Cc. For purposes of this Agreement, "Solar Power Electrical System" means overhead
and underground electric transmission, distribution and communication lines, with all
associated towers, poles, frames, anchors, guy wires, supports, conductors, transformers,
service pedestals, foundations, gravel, dirt, culverts, signages, booms, switches,
breakers, locks, padlocks, fences, gates, alarms, cameras, loudspeakers, sirens, meters,
etc., or any other equipment that the County grants a permit related to the transmission
of electrical power used to, in part, collect, store, convey and distribute an electrical
current from a solar array and energy storage or other means as technology advances, to
a receiving customer, regardless of whether the customer is residential, commercial, or
a wholesaler, and, in part, transfer operational data to, from and between the solar and
storage facilities and the electrical grid.

C. If it is necessary for the User to comply with any law or regulation of the Federal
Statutes, Arizona Revised Statutes, or the Maricopa County Board of Supervisors,
to engage in business activities associated with use of the streets and public ways for
a Solar Power Electrical System, the User shall comply with such laws or
regulations as a condition precedent to exercising any rights granted by this
Agreement.

D. It is the express intention of the County to give to User nothing more than the
County’s permission to locate the Solar Power Electrical System in a particular
County Right-of-Way for a period of time. County does not, and has no intent to,
give or grant to the User any property right or right of possession to User. Should
any authority of actual and competent jurisdiction over this Agreement and/or the
Permitted Area determine that anything more than those rights available to a user
were created by this document, then and in such an event said decision shall result
in the immediate termination of this document and there shall be no further
relationship of any nature between the Parties with regard to the Agreement and/or
the Permitted Area.

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E.

Nothing in this Agreement grants any rights to the County in the Solar Power Electrical
System or any other personal property belonging to User, except in the event such
property is abandoned as described in Section 7 herein,

SECTION 2. General Conditions

A.

User shall keep the streets and public ways free and clear of any obstructions that would
restrict or delay County’s use of the streets and public ways.

The County makes no representation whatsoever as to any rights of any nature held by any
third parties to use or occupy the Permitted Area. It is User's obligation and responsibility
to ascertain the rights of all third parties in and to the Permitted Area. User shall indemnify
and hold The County harmless from any liability arising out of any dispute or claim by any
third party's actual or alleged interests in the Permitted Area affecting User's interests
created herein, and shall release The County from any such claims on its own behalf.

User shall display to The County, upon request, any and all permits, licenses or other
evidence of compliance with the applicable law. User shall reimburse the County for any
costs incurred by the County as a result of User’s failure to comply with the terms and
conditions of this paragraph, including, but not limited to, fines, penalties and attorney fees.
Reimbursement to the County shall be made within thirty (30) days after User’s receipt of
the County's invoice for any such costs incurred by County; provided, that, User shall have
the right, in its sole discretion (but having reasonable basis) to challenge with any applicable
governmental authority any such fines, penalties or other costs arising hereunder, and User
shall be entitled to a reimbursement for said costs in the event of a determination regarding
said costs is made in User's favor.

User acknowledges use of the Permitted Area under this Agreement is strictly “as-is,
where-is” as of the Effective Date of this Agreement and only for the Permitted Use. The
County does not imply or provide any warranty with respect to the physical of the
Permitted Area, nor does The County represent that the Permitted Area is suitable for the
Permitted Use.

There is hereby reserved to the County every right and power which is required
to be herein reserved or provided by any ordinance, resolution or statute, and User,
by its acceptance of this Agreement, shall be bound thereby and to comply with any
action or requirements of the County in its lawful exercise of such rights or power,
heretofore or hereafter enacted or established. Neither the granting of any Agreement
nor any provision hereof shall constitute a waiver or bar to the exercise of any
governmental right or power of the County; provided however, that the County shall
not voluntarily impair the obligations of this Agreement.

User accepts sole responsibility and liability for all waste produced by its operation,
activities and occupation of the Permitted Area. Any such waste must be disposed of
according to all applicable Federal, State, and Local environmental laws and regulations.

User shall, at no expense to the County, maintain User’s Solar Electrical System and the
Permitted Area in a state of good repair and in a safe condition, and shall ensure that no

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User Personal Property and/or User areas of ongoing maintenance are left unattended.

H. In the event of any litigation brought by third parties challenging the right of the
County to issue this Agreement under Arizona state law, County may, but is not
required to, tender the defense of such litigation to User, which shall then defend the
litigation; provided, however, that if County tenders such defense to User, User
shall have the right to retain counsel of its own choice, to settle all or any part of the
litigation on terms acceptable to User (and, where such terms directly obligate or
affect the County, acceptable to the County), or, at any time of its election, to
terminate its Agreement under the termination terms provided in the Agreement and
withdraw from any such litigation.

L After conducting due diligence if it so desires, User shall assume the risk of, and
hereby relinquishes any claim against The County in connection with, any final,
non-appealable determination by a court of competent jurisdiction that the County
lacked the current statutory authority to issue this Agreement.

J. User shall not unreasonably interfere with the normal operation and activities of County,
and User shall conduct its activities on the Permitted Area to minimize damage to the
Permitted Area and Access Area, and inconvenience to County, its agents, employees and
invitees,

K. User shall not cause or permit any liens to be placed against the Permitted Area, or against
the County’s other property as a result of User’s actions taken pursuant to this Agreement.
In the event of the filing of such liens, User shall promptly cause such liens to be removed.
In no event shall such lien removal require more than thirty (30) days.

SECTION 3. Indemnification

User agrees to indemnify, defend, protect, and hold harmless the County and it officers, and
employees from and against any and all claims, demands, losses, including Pole warranty
invalidation, including claims by third parties of rights to the Agreement Area, damages,
liabilities, fines, charges, penalties, administrative and judicial proceedings and orders,
judgments, and all costs and expenses incurred in connection therewith, including reasonable
attorney's fees and costs of defense (collectively, the "Losses") directly or in any way resulting
from or related to User's activities undertaken pursuant to this Agreement. This indemnity shall
survive the expiration or termination of this Agreement, and/or any conveyance and/or assignment
of all or any portion of the Permitted Area and shall be governed by the laws of the State of Arizona,
if applicable.

SECTION 4, Insurance

Without limiting any liabilities or any other obligations of User, User shall provide, with forms and
insurers acceptable to The County (meaning a company or companies duly licensed by the State of
Arizona or authorized to do business in the State of Arizona, and possessing a current A.M. Best,
Inc. Rating of A6 or higher), and maintain in full force and effect until the expiration or termination
of this Agreement, the minimum insurance types and coverages, as follows:

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Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance, with a limit of not less than $1,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad form property
damage, fire legal liability, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provision which would serve to limit third
party action over claims.

Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance, with a combined single limit for bodily injury and property damage
of not less than $1,000,000 each occurrence with respect to any User vehicles, whether
owned, hired, and non-owned, assigned to or used in performance of the Permitted Use.

Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of User’s employees engaged in the performance of the work
or services associated with the Permitted use; and Employer’s Liability insurance of not
less than $1,000,000 for each accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.

Environmental/Pollution liability insurance in an amount of $1,000,000 per occurrence
and $2,000,000 aggregate.

The policies required by Sections (a) and (b) above shall be endorsed to include the County,
members of its governing bodies, its officers, agents and employees as additional insureds and
shall stipulate that the insurance afforded for the County, members of its governing bodies, its
officers, agents and employees shall be primary insurance and that any insurance carried by
the County, members of its governing bodies, its officers, agents or employees shall be excess
and not contributory insurance.

User, and its contractors shall waive their rights of recovery and require its insurers providing
the required coverages to waive all rights of subrogation against the County and members of
its governing, bodies, its officers, agents and employees for matters arising out of this
Agreement.

Upon execution of this Agreement, User shall furnish the County with Certificates of
Insurance as evidence that policies providing the required coverages, conditions and limits are
in full force and effect. If the User fails to furnish the certificates, the County reserves the
right to request and to receive, within ten (10) working days, certified copies of any or all
of the herein required insurance policies and/or endorsements. Such certificates shall
identify this Agreement number and title. Such certificates shall provide that not less than
thirty (30) days advance notice of cancellation, termination, or alteration shall be sent directly
to the County at the address set forth in the Notice section of this Agreement.

In the event any insurance policies required by this Agreement are written on a “claims
made” basis, coverage shall extend for two (2) years past expiration or termination of this
Agreement as evidenced by annual Certificates of Insurance.

The insurance policies may provide coverages that include deductibles or self-insured
retentions. User shall be solely responsible for deductibles and/or self-insured retentions,
and the County, at its option, may require User to secure the payment of such deductibles

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or self-insured retentions by a surety bond or an irrevocable and unconditional letter of
credit.

SECTION 5. Plans Approval, Permits and Construction

A.

The Solar Power Electrical System described herein shall be located, constructed,
installed, operated, maintained, relocated, and upgraded in a manner as to interfere as
little as possible with traffic or other authorized uses over, under or through the
Permitted Area. Those phases of construction relating to traffic control, backfilling,
compaction and paving, as well as the location or relocation of said Solar Power
Electrical System herein provided for, shall be subject to regulation by, and
compliance to, the related permits and permitting authority of Maricopa County
Department of Transportation (hereinafter called “MCDOT”). User shall keep accurate
installation records ("as built") of the location of all User’s facilities in the streets and
public ways and furnish them to the County upon completion of new or relocation
construction, upgrades, and maintenance in an electronic format compatible with the
current County electronic mapping format showing the location of the underground
and above ground facilities. The acceptable electronic format will be in accordance
with the MCDOT guidelines.

If, during the design process for public improvements the County discovers a
potential conflict with proposed construction, the County shal] notify User and User
will either: (1) locate and, if necessary, expose its facilities in conflict or (2) use a
location service under contract with the County to locate or expose its facilities.
Subject to the County's superior right to the Permitted Area, the County shall make
every effort, to design and construct projects pursuant to this Section so as to avoid
relocation expense to the User. User shall reimburse the County for the cost resulting
from number (2) above. User shall furnish the location information or expose the
facilities in a timely manner, but in no case longer than 45 days.

User shall, subject to Section 5(B), relocate its facilities at its own cost, to such a
location as the County directs.

The User will have opportunity to develop plans and strategies for the design and
relocation of their conflicting facilities. The provisions of Section 5(B) shall govern the
timing and requirements for any relocation of conflicting facilities.

The failure of User to perform pursuant to Section 5(C) above, as applicable and after
notice and opportunity to cure, shall be grounds for the County to revoke this
Agreement.

Subject to Section 5(B), if User's relocation effort delays construction of a public project
causing the County to be liable for any delay damages, the User shall reimburse the County
for those damages directly attributable to the delay created by User. User shall reimburse
the County within 30 days of notice of the amount of the delay damages. Late charges of
5% and interest charges of 1-1/2% per month shall be added for late payment of the
reimbursement due to County pursuant to the provided notice.

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There may be instances when User is required to make repairs, in compliance with
federal and/or state laws, or weather related, that are of an emergency nature.
User shall obtain annual Maintenance and Emergency permits from MCDOT to perform
such work, for which the User is permitted to be on the Permitted Area and shall renew
such permits prior to expiration each year so as to avoid performing the work without the
necessary authorization.

If, in the installation, use or maintenance of its Solar Power Electrical System, User
damages or disturbs the surface or sub-surface of any streets or public ways or
adjoining public property or the public improvement located thereon, therein, or
thereunder, User shall promptly, at its sole expense, restore the surface or subsurface
of the streets or public ways or public property, or repair or replace the public
improvement thereon, therein, or thereunder, in accordance with the then current
County standards. User shall have thirty (30) days from the date of notification of such
damage or disturbance, or such longer period of time as mutually agreed to by the
Parties if such work cannot be accomplished within thirty (30) days, to restore, repair
or replace the damage and/or disturbance. If User does not accomplish all required
repairs within the time period described herein, County shall have the right to
perform the necessary repairs and User will reimburse the County the cost of repairs
within thirty (30) days after User receives the County's invoice for any repairs.

Whenever User shall cause any opening or alteration whatsoever to be made for any purpose
in the Permitted Area, User shall obtain the necessary permit(s) to restore the property and,
without expense to the County, restore the property disturbed in the manner required by the
permits and shall complete the work by the expiration of such permits.

The installation, use and maintenance of the User's Solar Power Electrical System
within the Permitted Area, as authorized herein, shall be in such a manner as to not
interfere with the County's placement, construction, use and maintenance of its
streets and public ways, street lighting, water pipes, drains, sewers, traffic signal
systems or other County systems orequipment that have been, or may be,
installed, maintained, used or authorized by said County.

User shall not install, maintain or use any of its Solar Power Electrical System in
such a manner as to damage or interfere with any existing facilities located within
the Permitted Area, and, subject to Section 5(B), agrees to relocate its facilities, if
necessary, to accommodate another facility relocation, that has a prior rights interest
in the streets and public ways.

After the initial installation of User’s Solar Power Electrical System in accordance with
the applicable permits, User shall obtain a new MCDOT permit for any and all subsequent
work (i.e., routine maintenance, modification, rehabilitation, relocation, repair, and/or
removal of the Facility and/or access) in the Permitted Area or any other County Right-of-
Way.

All installations shall be constructed per plans approved by the County. While existing poles
may be maintained, poles shall not be upgraded or replaced without submitting an
application and project plans for review and approval from the MCDOT Permitting

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Department.

N. User shall comply with all permitting performance bond requirements until the
completion of the Solar Power Electrical System described in Exhibit A herein and
subsequent amendments to Exhibit A.

O. In the event of a public emergency, County shall have the right, subject to relevant
County ordinances, resolutions, regulations and State law, to sever, disrupt, dig-up or
otherwise destroy facilities of User, without any prior notice ifsuch action is deemed
reasonably necessary by the Board of Supervisors, County Engineer or Director of
MCDOT. The County shall explore and exercise other reasonable options prior to any
action to sever, disrupt, dig-up or otherwise destroy facilities of the User, unless the
public emergency does not permit the County to do so. Notice will be given to
User once the initial danger to the public has been addressed. A public
emergency shall be any condition which, in the opinion of any of the officials
named, poses an immediate threat to the lives or property of the citizens of the
County, caused by any natural or man-made disaster, including, but not limited to,
storms, floods. fire, accidents, explosions, major water main breaks, hazardous
material spills, etc. User shall be responsible for repair at its sole expense of any
of its facilities damaged pursuant to any such action emergency taken by County.

P. County may issue reasonable policy guidelines to all Solar Power Electrical System
users and licensees to establish procedures for determining how to control issuance
of engineering permits to multiple users and licensees for any and all overlapping
segments of their Solar Power Electrical Systems. The User shall comply with the
procedures established by the Board of Supervisors or their designee to coordinate
the issuance of multiple engineering permits in the same segments.

Q. The County and its officers, agents, and employees shall have the right, but not the
obligation, at all times, to enter the Permitted Area to make an inspection of the Permitted
Area, and/or User’s system. The County shall, and shall cause its officers, agents and
employees to, exercise care and not disrupt or damage the User's facilities, and any access
to the facilities shall be at County's risk. During any construction by User, The County may
inspect all construction activity, and require conformance with all of The County's
requirements and specifications set forth in all applicable permits. User hereby releases
The County from any claims for damages arising out of any delay caused by The County
in permitting or inspecting any work on the Premises.

SECTION 6. Records and Locator Service of Facilities

User shall comply with Arizona Revised Statutes Section 40-360.21 et seq. by participating
as a member of the Arizona Blue Stake Center with the necessary records and persons to
provide location service of User's facilities upon receipt of a locate call or as promptly as
possible, but in no event later than two (2) working days. A copy of their agreement or
proof of membership shall be filed with the County.

Additionally, User shall provide electronic as-built plans for all permitted work prior to the

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’

closing of the associated construction permit to include vertical elevation survey shots for
each end of the conduit on the NAVD88 datum. Electronic as-built plans shall be in the
most current Microstation compatible format.

SECTION 7. Abandonment of the Solar Electrical System or Termination or Revocation
of Agreement.

Upon revocation or termination of this Agreement, or if User abandons use of its facilities
under or pursuant to this Agreement prior to the termination or earlier termination of the
Agreement, User shall to the satisfaction of the County and, without cost or expense to the
County, promptly remove its Solar Power Electrical System from the Permitted Area, and shall,
at its sole expense restore the public right-of-way to the condition as existed prior to the
removal of the structure or property under the supervision and to the reasonable
satisfaction of the County unless permitted by the County to be left in place as outlined
herein. For purposes of the preceding sentence, "abandon" means User's affirmative acts to
permanently cease using the facilities. Any such facilities which are not removed within
twenty-four (24) months or a mutually agreed upon time period, of either such date
of termination or revocation or of the date the County issued a permit authorizing removal,
whichever is later, automatically shall become the property of the County. User shall notify
Arizona Blue Stake Center to record facilities abandoned.

SECTION 8. Agreement Fees

A. User shall pay the County, without invoice and in advance annually, the amount of $0.54
per linear foot of active or inactive cable, conduit, and/or running line that is overhead or
underground, located in the Public Rights-of-Way as shown in Exhibit A ("Annual
Agreement Fee"), in addition to fees paid to obtain all necessary Permits.

B. User shall, at its sole cost and expense, pay any federal, state and local excise, sales, privilege,
gross receipts and other similar taxes lawfully imposed on the User for the Permitted Use.

Cc. On the annual anniversary of the Effective Date, User will report to the County the
amount of linear feet of active or inactive overhead and underground cable, conduit,
or running line, or occupied space permitted and installed within the streets and public
ways. The Annual Agreement Fee is calculated by multiplying the current annual
per linear foot fee by the linear footage as stated in this Section, in the Public
Rights-of-Way. The County must receive the Annual Agreement Fee by July 7 as
stated herein.

D. Payment by User to the County shall be made in United States legal tender. Payments
shall be considered timely if postmarked on or before the due date. If Agreement
fees are not paid by the due date, interest of 1.5% per month shall accrue on the entire
amount due. Any payment received shall first be applied to any interest charges owed,
then to any penalty owed and then to any User fee owed.

E. The Annual Fee may be reviewed every year as necessary to assure that the County
remains competitively neutral in their licensing requirements.

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Annual payments shall be paid by July 7" of each calendar year. Payments shall be
mailed to:

Maricopa County Department of Transportation
Attn: Utility Coordination Engineering Branch
2901 West Durango Street

Phoenix, Arizona 85009

SECTION 9. Duration of Agreement

This Agreement shall be effective upon full execution by the Parties ("Effective Date") and
continue for five (5) years from the Effective Date, unless terminated sooner as provided
herein, To the extent User desires to extend the Agreement, User may provide written notice
to The County prior to the expiration of the original duration and any extension. Upon receipt
of such extension request, the Agreement shall be extended an additional five (5) years.

SECTION 10. Agreement Non-transferable

A.

Except as described in paragraph D of this Section, this Agreement and the related
permissions granted herein is personal to User, which shall include a_ parent,
subsidiary or other affiliated entity of User, or to any corporation into which User
may be merged or consolidated or which purchases all or substantially all of User's
assets, and shall not be assigned or used to grant permission to any other person or
entity without the express written consent of the County, which consent shall not
be unreasonably withheld or delayed.

After assignment, this Agreement, including any amendments, shall be binding on the
assignee ("New User") to the same extent as it was upon the original User. The new User,
as approved by the County, shall be equally subject to all the obligations and privileges of
the original Agreement including any amendments, which will remain in full effect, as if
the new User was the original User.

The approval of any change in ownership interest shall include an assignment agreement
signed by the assignee, User, and County. User must provide County a copy of the deed,
Agreement, mortgage, lease or other written instrument evidencing such sale, transfer or
lease, certified and sworn to as correct by the User.

Notwithstanding paragraph A of this Section, User may assign this
Agreement in whole or in part, without consent, to a parent, subsidiary or other
affiliated entity of User, or to any corporation into which User may be merged or
consolidated or which purchases all or substantially all of User's assets, or for the
purpose of obtaining financing, provided that, no such transfer will be valid until
User and the New User submit a binding Agreement and warranty to the County
stating that: 1) New User has read, accepts, and agrees to be bound by the terms of
the Agreement; 2) New User assumes all obligations, liabilities and responsibility
pursuant to the Agreement for the acts and omission of User, known and unknown,

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for all purposes, and agrees that the transfer shall not permit it to take any position or
exercise any right which User could not have exercised. If the County's consent is
not required for an assignment, User will notify the County of the pending assignment
10 days prior to the assignment being executed.

SECTION 11. Nonexclusive Agreement
The grant of the Agreement herein is not exclusive, and nothing herein contained shall
be construed to prevent the County from granting other like or similar grants or privileges
to any other person, firm or corporation, or to deny to or lessen the powers and privileges

granted the County under the Constitution and laws of the State of Arizona.

SECTION 12. Termination of Agreement

A. This Agreement may be terminated prior to the date of expiration by either Party
upon giving sixty (60) days written notice to the other Party, or as otherwise provided
herein.

B. County also may suspend or terminate this Agreement if there is any change instate law

effecting the authority of the County to issue agreements or controlling solar facilities
placed in the streets or public ways, or concerning the authority of the County to issue
this Solar Power Electrical System Agreement, which changes conflict with the
provisions of this Agreement.

C. If this Agreement is terminated by the County or User before the expiration of the Term
or a Renewal Term of this Agreement for any reason, User shall not be entitled to a
refund of any prepaid fees or taxes paid.

SECTION 13. Notice

All notices herein required to be given in writing, shall be delivered in person (by hand or by
courier), first class or express mail, or sent by certified mail to the Parties at the following

address:

The County: User:

Maricopa County Dept. Of Transportation Harquahala Sun 1, LLC
Attn: Utility Coordination Branch Manager c/o Copia Power

2901 W Durango Street Attn: Garret Bean
Phoenix, AZ 85009 24853 Del Prado

Dana Point, CA 92629

With a copy to:

The County: User:

Maricopa County Clerk of the Board Harquahala Sun 1, LLC
Attn: Franchise and Licensing Attn: Legal Department
301 W. Jefferson Street #10 24853 Del Prado
Phoenix, AZ 85003 Dana Point, CA 92629

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D,

Notice shall be deemed sufficiently given if served in a manner specified in this
Section. Either Party may, by written notice to the other, specify a different address
for notice.

Any notice sent by certified mail, return receipt requested, shall be deemed given on
the date of delivery shown on the receipt card, or if no delivery date is shown, the
postmark thereon.

For any notice sent without a delivery receipt, delivery shall be verified directly with
the contact person for each Party, with a follow-up email to have written verification.
Without confirmation the notice will be deemed undelivered.

User must notify the County within 60 days of any change in mailing address.

SECTION 14. Acceptance of Agreement Terms and Conditions

A.

This Agreement shall be subject to general ordinance provisions now in effect or
hereafter made effective. Nothing in this Agreement shall be deemed to waive
the requirement of the various codes, ordinances and regulations of the County
regarding permits, fees to be paid or manner of construction.

User shall have no recourse whatsoever against the County or its officials, boards,
commissions, agents, or employees for any loss, costs, expense, or damage arising out
of any provision or requirement of the County because of the enforcement of the
Agreement.

This Agreement is negotiated in accordance with the present state of the law
and the County's authority. This Agreement shall not be construed to bind Maricopa
County in the event that future legislation gives Maricopa County further or other
licensing or franchising authority.

SECTION 15. Arizona Revised Statute § 38-511

This Agreement is subject to Arizona Revised Statute § 38-511.

SECTION 16. General Provisions

A.

Time is of the Essence. Time is of the essence in this Agreement. If the date for performance of
any obligation hereunder or the last day of any time period provided herein shall fall on a Saturday,
Sunday or legal holiday of the State of Arizona, then said date for performance or time period
shall expire on the first day thereafter which is not a Saturday, Sunday or a legal holiday. Unless
otherwise specifically indicated to the contrary, the word “days” as used in this Agreement shall
mean and refer to calendar days and not business days.

No Partnership or Joint Venture. User shall not be considered an officer, employee or agent of
the County, nor shall User’s officers, agents, employees and guests be considered employees of

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DocuSign Envelope ID: 8A6EOQC7A-FBAC-4C45-8210-9FOD6390CC8A

Maricopa County. In addition, nothing contained in this Agreement shall create any partnership,
joint venture or other arrangement among the Parties. Except as expressly provided herein, no
term or provision of this Agreement is intended or shall be for the benefit of any person or entity
not a Party hereto, and no such other person or entity shall have any right or cause of action
hereunder.

Venue; Governing Law. The proper venue for any proceeding at law or in equity or under the
provisions for dispute resolution/arbitration shall be Maricopa County. This Agreement shall be
construed in accordance with and be governed by the laws of the State of Arizona.

Entire agreement. This Agreement, together with any exhibits attached hereto, and any and all
permits issued in conjunction with the Project, constitutes the entire agreement between the Parties
and sets forth all of the covenants, promises, agreements, conditions and understandings among
the Parties. This Agreement shall be construed as a whole and in accordance with its fair meaning
and without regard to any presumption or other rule requiring construction against the Party
drafting this Agreement. Except as set forth in Section 1.B. above, this Agreement cannot be
modified or changed except by a written instrument executed by the Parties. The Parties have
reviewed this Agreement and have had the opportunity to have it reviewed by legal counsel.

Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be
deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent breach
of any term, covenant or condition herein. The waiver by either Party of any breach or failure to
provide full performance under any of the terms and conditions of this Agreement, or the failure
of a Party to exercise, or any delay in exercising, any rights or remedies provided herein or by
law, or the failure of a Party to notify the other properly in the event of a breach hereunder shall
not be construed as a waiver of any other term of condition herein, or of any subsequent or
continuing breach of the same or any other term or condition.

Severability. Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be valid under applicable law, but if any provision shall be invalid or prohibited
thereunder, such provision shall be ineffective to the extent of such prohibition or invalidation but
shall not invalidate the remainder of such provision or the remaining provisions.

Headings. Sections and other headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.

Boycott of Israel. If User engages in for-profit activity and has 10 or more employees, and if this
Agreement has a value of $100,000 or more, User, by its execution of this Agreement, certifies it
is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a
boycott of goods or services from Israel. This certification does not apply to a boycott prohibited
by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

Cooperation. The Parties agree to execute and/or deliver to each other such other instruments
and documents as may be reasonably necessary to fulfill the covenants and obligations to be
performed by the Parties pursuant to this Agreement.

Counterparts. This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto are upon the same instrument. Electronic signatures
shall be deemed to comply with all requirements for execution of this Agreement and any notices
required hereunder.

Page 13 of 17

K. Authority to Execute. No later than the date of full execution of this Agreement, any individual
executing this Agreement on behalf of User shall provide documentation that he/she is duly
authorized to execute and deliver this Agreement on behalf of said corporation, person, firm,
partnership or other entity and that this Agreement and is binding on User.

L. Delegation of Authority. The MCDOT Director for Maricopa County shall administer this
Agreement on behalf of County.

M. No forced labor. Company warrants and certifies that it does not currently, and agrees for the
duration of the contract that it will not, use:

1. The forced labor of ethnic Uyghurs in the People's Republic of China.

2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People's Republic of China.

3. Any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.

If Company becomes aware during the term of the Agreement that the Company is not in
compliance with this paragraph, the Company shall notify the County within five business days
after becoming aware of the noncompliance. Failure of Company to provide a written certification
that the Company has remedied the noncompliance within one hundred eighty (180) days after
notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term
of this Agreement shall end prior to said one hundred eighty (180) day period.

[Signature pages follow]

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4876-3320-0497

DocuSign Envelope ID: 8A6EQC7A-FBAC-4C45-8210-9FOD6390CC8A

IN WITNESS WHEREOF, the Parties have executed this Agreement.

Harquahala Sun 1, LLC

APPROVED AND ACCEPTED BY*: wee

Name: Ryan Galeria

Title: Authorized Signatory

WITNESS:
By:

Name:

Title:

* Please provide a Resolution of Authority to show the person signing above has the
authorization to enter the company into a binding agreement.

STATE OF CALIFORNIA )

COUNTY OF ORANGE)

On yin August , 207 3 before me, bar yy Peau jnerres, A Netory
(insert name and title of the officer) jy
personally appeared R Ya i] qaleria , who proved to me on the basis of b IC

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and offig#ilatal,

KARL D, DEQUILLETTES
Notary Public - California = &
Orange County 5

‘ Commission # 2439035
; My Camm. Expires Feb 24, 2027 j

(Seal)

Signature

NRA

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DocuSign Envelope ID: 8A6EOC7A-FBAC-4C45-8210-9FOD6390CC8A

MARICOPA COUNTY

Recommended by:

DocuSigned by:

Nuss Gutieyres, 8/11/2023
someoestieasez, P.E. Date
Transportation Director

Approved and Accepted by:

Clint Hickman, Chairman Date
Maricopa County Board of Supervisors

Attest by:

Clerk of the Board Date

Approval As To Form:

DocuSigned by:
Wayne Pele 8/11/2023
fPCStIAEY Attorney

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DocuSign Envelope ID: 8A6EOC7A-FBAC-4C45-8210-9FOD6390CC8A

EXHIBIT A

(Please provide an aerial exhibit with the limits of where you will be utilizing County Right-of-Way)

EXHIBIT PAGES ATTACHED BELOW

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