Expression of Interest to Develop PV Solar Project(s) on City Owned Property

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Sherilyn Stewart
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888 Prospect St. Suite 200 La Jolla, CA 92037 October 10, 2017 Mr. Lowell Crow City Manager City of Freeport 314 W. Stephenson St.

Crow, On behalf of TerraNavigator, I am pleased to submit this proposal to collaborate with the City of Freeport (the City ) in the development of clean energy projects on City owned brownfields,

1 888 Prospect St. Suite 200 La Jolla, CA October 10, 2017 Mr. Lowell Crow City Manager City of Freeport 314 W. Stephenson St., Suite 200 Freeport, IL Expression of Interest to Develop PV Solar Project(s) on City Owned Property Dear Mr. Crow, On behalf of TerraNavigator, I am pleased to submit this proposal to collaborate with the City of Freeport (the City ) in the development of clean energy projects on City owned brownfields, landfills, and surplus properties. TerraNavigator takes an open book approach in defining the scope and evaluating the feasibility of development projects. Our team s cost-ofservice model allows us to structure win/win legal structures which enable the land owner and developer to work collaboratively toward successful project completion. As evidenced in the attached pre-feasibility desktop study, we would welcome the opportunity to pursue development of two solar projects atop the City of Freeport closed Landfills 2 and 3. And, in collaboration with the City, structure (1) a power purchase agreement that utilizes utility net metering program to deliver electricity savings to the City, and (2) a land lease agreement that provides direct revenue to the city as well as assumes responsibility for vegetation management and security for the property. Following this introduction, attached is our Expression of Interest ( EOI ), highlighting the commercial terms of the agreements we would like to work toward. The terms are merely a summary of the proposed business framework, and are non-binding and subject to future discussion and negotiation. By signing this EOI, you would be agreeing to work with us in good faith toward negotiating and executing definitive legal agreements which would be subject to legal review and city approvals. If we are unable to reach agreement and/or legal agreements are not executed, neither party shall have recourse to the other under the terms of this EOI. Upon receipt of this signed EOI, the TerraNavigator team will immediate kick-off due diligence activities and conduct further analysis required to adequately scope the project. And within 30 days, we will return present to the City a more detailed proposal and document framework for review and consideration. Sincerely, Peter DeFazio 1

2 Expression of Interest This Expression of Interest ( EOI ) is intended to set forth the general terms under which City of Freeport ( Owner ), and TerraNavigator, LLC, a Delaware limited liability company ( Developer ), would enter into a lease option agreement ( Option Agreement ), pursuant to which Owner would grant to Developer an exclusive option to ground lease ( Lease Option ) approximately 30 acres (the Premises ) of certain real property described as approximately 44 acres of land located in Stephenson County, IL at the intersection of Walnut and Fairground Road known as Freeport Landfills #2 and #3 (the Property ), for the purpose of development, installation, construction, operation and maintenance of the Developer s intended project as described below ( Project ). Owner/Lessor: Developer/Lessee: Property Legal Description(s): Project: Exclusive Negotiating Rights: Initial Feasibility and Project Scoping: Option Term: City of Freeport TerraNavigator, LLC, a Delaware limited liability company Property described as PT W1/2 SE SEC , identified as Parcel Id: , and Behind-the-Meter PV Solar and Community PV Solar Project Owner grants to Developer the exclusive right to generally inspect and assess the Property for the proposed Project, and to negotiate the Option Agreement (together with all exhibits thereto), for a period of ninety (90) days from the date of execution hereof. During the exclusivity period, Developer will undertake preliminary project feasibility work including but not limited to: analysis of landowner historical billing information, conducting site visit and project scoping meetings, ordering preliminary engineering layouts for purposes of definitive agreements, and preparing and structuring a final proposal informing the commercial terms of definitive agreements such as a power purchase agreement or land lease agreement. The term of the Lease Option shall be for up to three (3) years ( Option Term ), commencing on the date the last party hereto executes the final Option Agreement, unless terminated prior to the expiration thereof in accordance with the terms thereof. 2

3 Due Diligence Period: Upon execution of the Option Agreement, Developer will have a one hundred eighty (180) day due diligence period ( Due Diligence Period ) during which Developer may conduct due diligence on the Property as it may deem necessary or appropriate, including, but not limited to: Submission of an electrical interconnection request, including use of the Option Agreement as demonstration of land control; Discussion with governing and regulatory bodies, including Stephenson County, USEPA, and Illinois EPA regarding environmental and land use issues; Title search and review; and Environmental review, inspection and reports. If Developer is not satisfied with the results of its due diligence, Developer may terminate the Option Agreement during the Due Diligence Period by delivering to Owner a written notice of its disapproval of the Property and election to terminate the Option Agreement ( Notice of Disapproval ), in which event no Lease Term Rent payments will be made and the parties shall have no further obligations to each other thereunder. Right of Entry (with prior consent): Option Fees: During the Option Term, Developer and its employees, agents, invitees and consultants shall have the right to enter upon the Property for purposes of general inspection and/or survey. During the option period, the Developer will not perform any physical work on the property. If Developer does not deliver a Notice of Disapproval, then commencing on the business day following the expiration of the Due Diligence Period, Developer shall make annual payments to Owner of $100 per acre-reserved per year as consideration for the option granted under the Option Agreement (each payment and collectively, the Option Fees ). All payments made pursuant to the Option Agreement shall be non-refundable unless there is a breach or default by Owner and shall not be applicable to Lease Term Rent (as defined below). 3

4 Transaction Structure: Pursuant to the Lease Option, Developer would have the exclusive right to ground lease the Property. Developer may exercise the Lease Option during the Option Term, in which case the Lease Term (as defined below) would commence and the lease provisions of the ground lease agreement ( Lease Agreement ) attached as an exhibit to the Option Agreement would govern. On Landfill #2, Developer will undertake work to determine what size Project is required to meet City Electricity demands and prescribe a project size that would off-set city electricity usage, and realize electricity savings for the city. The Parties may wish to enter into a Power Purchase Agreement ( PPA ) enabling the transfer of low cost clean energy from the solar facility to the City which would be for a fixed price and set term. That agreement would be negotiated and signed during the option period, once the project has been deemed feasible after the Due Diligence Period has ended. On Landfill #3, Developer will undertake work required to develop, construct, and operate a community solar project for the benefit of local businesses and residents. Exercise of Lease Option: Lease Commencement Date: Lease Term: Developer may exercise the Lease Option at any time during the Option Period by delivering written notice of its election to Owner, at which time, the lease provisions of the Lease Agreement shall apply. Thirty (30) days following exercise of the Lease Option by Developer ( Lease Commencement Date ). Twenty-five (25) years from the Commercial Operations Date (as defined below) ( Lease Term ), provided that Developer shall have the right to extend the Lease Term one (1) time (an Option to Extend ) which it may exercise in its sole discretion. The Option to Extend shall each be for an additional period of ten (10) years (each, an Extended Term ). Developer may exercise the Option to Extend by giving Owner written notice of exercise not less than six (6) months prior to the expiration of the Term (including as it may have been previously extended). 4

5 Lease Term Rent: (For discussion purposes only) Annual Rent will be determined at Project Completion in accordance with the table below based on 1) the size of the installed system, measured in megawatt alternating current ( MW-ac ) constructed on Landfill #2 and Landfill #3, that is not providing power directly to the City under a PPA ( Uncontracted Project Size ). Uncontracted Project Size (MW-ac) Annual Rent ($/Year) 1 $2,000 2 $4,000 3 $6,500 4 $9,500 5 $12,500 Electricity Price: (For Discussion purposes only) Site Maintenance & Security Incremental Property Taxes: Anticipated Commercial Operation Date: If the parties decided to enter into a PPA, the electricity price will be determined prior to signing of a PPA based on a shared financial model that includes but limited to: Installed Project Costs (including EPC, Interconnection, development, engineering, and other third party costs incurred), Project Operational Expenses (including O&M, Inverter Reserve, Insurance, Property Taxes). The electricity price will be determined such that the Developer is able to recover its investment in the Project ( Installed Project Cost ) the initial term of the PPA from available project pre-tax cash flow. If the electricity price does not result in electricity savings for the Owner, then the parties shall not sign a PPA. For term of lease, Developer shall be responsible for vegetation maintenance and management, site security in accordance with prudent industry practice. Developer will promptly pay the portion of the taxes, if any, that represents an increase in the taxes attributable to the Project improvements. Developer s duty to pay such taxes shall exist only with respect to taxes for tax years during the Lease Term. On or before June 30,

6 Development Rights/Permitted Uses: Developer shall have the right to develop, construct, operate and maintain the Project upon the Property during the Lease Term. Owner acknowledges that Developer will be the owner of the Project facilities constructed on the Property, and the electricity generated by the Project/electrical generating facility shall belong to Developer. Developer may use the Property for solar and/or energy storage. Condition of Property Condition of Property. Any Lease Agreement stemming from this EOI will involve a transfer of rights in the Property AS-IS, WHERE- IS, WITH ALL FAULTS without any representations or warranties (except the special warranty of title) as to condition, including environmental condition, of the Property or suitability, habitability, merchantability or fitness of the Property for any particular purpose or use. Owner Release, Covenant Not to Sue, Indemnity and Assumption of Responsibility. The Lease Option will provide that Developer releases, covenants not to sue and indemnifies and defends Owner from and against any and all liabilities arising out of Developer s project work on owner s lands on or after the execution of the Lease Option or any subsequent Lease Agreement and whether known or unknown. Confidentiality: Counterparts: Cost Allocation: Owner, along with its respective officers, directors, employees and professional advisors, shall keep the terms of this EOI and the transaction contemplated hereby (including, without limitation, information concerning the Project) confidential. Notwithstanding the foregoing, Owner may disclose such information to their respective lenders, attorneys, accountants and other financial advisors for the use in connection with their representation of such party regarding this EOI. This EOI may be signed in multiple counterparts, each of which shall be deemed an original and all of which shall collectively constitute a single document. Except as expressly provided in this EOI, Developer and Owner shall each be responsible for their own expenses incurred in connection with this EOI, including without limitation, attorneys fees. 6

7 Governing Law/Venue: Nonbinding Terms: This EOI shall be interpreted and otherwise governed in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of laws thereof that would result in the application of the laws of another jurisdiction, and the parties agree to subject all disputes relating to or arising from this EOI to the courts of competent jurisdiction in the State of Illinois With the exception of the Exclusive Negotiation Rights, Cost Allocation, Governing Law and Confidentiality clauses above, which are intended to be binding, the above EOI is not intended to be binding on the parties, but rather a memorialization of points for discussion and negotiation between the parties. If the foregoing terms and conditions are satisfactory to you and reflect your understanding with respect to the matters referred to in this EOI, please sign and date the enclosed copy of this EOI where indicated below and return such copy, as so signed and dated, to the undersigned on or before October 27, DEVELOPER: TerraNavigator, LLC, a Delaware limited liability company OWNER: City of Freeport Name: Peter DeFazio Its: Vice President Date: October 10, 2017 Name: Mr. Lowell Crow Its: City Manager Date: 7

8 EXHIBIT A The Premises Ingress/Egress on northwestern portion of property to/from the corner of Fairgrounds Rd and S Walnut Rd. The premises of the property will be limited to the area bounded in red below on the Property described within this EOI. 8

The terms and conditions of this letter of interest are as follows:

The terms and conditions of this letter of interest are as follows: First Industrial Realty Trust, Inc. 5775 GLENRIDGE DRIVE BUILDING B ; SUITE 130 ATLANTA, GA 30328 FAX 678-443-9973 www.firstindustrial.com May 19, 2017 Lynn Reich Executive Vice President Sean Boswell