Whereas, the Redevelopment Agreement concerns the remediation and closure of the Borough’s former municipal landfill and the redevelopment of the Property through the installation, operation and maintenance of solar energy facilities and related site improvements; and

Whereas, the Borough, CS Energy/Hathaway Solar, LLC and CEP Renewables, LLC have finalized the form of an Assignment and Assumption of Redevelopment Agreement consistent with Resolution No. 26-0316-120; and

Whereas, pending the effectiveness of the Assignment and Assumption of Redevelopment Agreement, the Borough and CEP Renewables, LLC have also negotiated an Interim Escrow Agreement to provide for the payment of Borough Costs and Administrative and Professional Costs incurred during the interim period; and

Whereas, in connection with financing for the solar energy project, CenterNode Group LLC, as lender to an affiliate of CEP Renewables, LLC, has requested that the Borough execute a Landlord’s Release and Waiver Agreement confirming, among other things, the lender’s security interest in the Project’s personal property and establishing certain rights with respect thereto, all subject to the terms and limitations set forth in such Agreement; and

Whereas, the Borough Council has determined that execution of the Assignment and Assumption of Redevelopment Agreement in substantially the form attached at Exhibit A, the Interim Escrow Agreement in substantially the form attached at Exhibit B, and the Landlord’s Release and Waiver in substantially the form attached at Exhibit C is in the best interests of the Borough.

Now, Therefore, Be It Resolved by the Borough Council of the Borough of Somerville (the “Borough Council”) as follows:

1.The Mayor and Borough Clerk are hereby authorized and directed to execute the Assignment and Assumption of Redevelopment Agreement by and among the Borough of Somerville, CS Energy/Hathaway Solar, LLC and CEP Renewables, LLC, in substantially the form at Exhibit A, together with such non-material revisions as may be approved by the Borough Attorney.

2.The Mayor and Borough Clerk are further authorized and directed to execute the Interim Escrow Agreement between the Borough and CEP Renewables, LLC, in substantially the form at Exhibit B, together with such non-material revisions as may be approved by the Borough Attorney.

3.Upon the effectiveness of the Assignment and Assumption of Redevelopment Agreement, CEP Renewables, LLC shall succeed to the rights and obligations of the Redeveloper under the Redevelopment Agreement in accordance with the terms thereof.