HomeMy WebLinkAboutC - First Amendment to Sublease (Area 2) FIRST AMENDMENT TO
SUBLEASE AGREEMENT (Area 2)
This First Amendment to Sublease Agreement (Area 2) (the "Amendment") is effective as
of the day of , 2021 (the"Amendment Effective Date") and is by and between
SMER Research 1, LLC, a California limited liability company (the "Sublandlord") and Southwest
Riverside County Energy Authority, a California Joint Powers Authority ("Subtenant").
Recitals
A. Sublandlord (as "Power Provider") and Subtenant (as "Purchaser") are parties to
that certain Solar Power Purchase Agreement (Area 2) dated May 9, 2018 (the "PPA").
Concurrent with the execution of this Amendment, the parties are entering into amendments to
the PPA to, among other things, modify the term of the PPA.
B. Sublandlord and Subtenant entered into a Sublease Agreement (Area 2) dated
May 9, 2018 under which Sublandlord subleased certain property to Subtenant (the "Sublease").
Capitalized terms not otherwise defined herein shall be as defined in the Sublease.
C. Sublandlord and Subtenant entered into a License Agreement (Area 2) dated May
9, 2018 under which Subtenant granted Sublandlord a license to use the subleased premises to
install, own and operate the solar generating facility (the "License Agreement"). Concurrent with
the execution of this Amendment, Sublandlord and Subtenant have determined to amend the
License Agreement in order to modify the term and termination of the license granted therein (the
"First Amendment to License Agreement," dated of even date herewith).
D. Sublandlord and Subtenant desire to also amend the Sublease to clarify their intent
that references to "License Agreement" is intended to mean the License Agreement (Area 2)
dated May 9, 2018, as amended by the First Amendment to License Agreement and, further,
reflect the revised term of the PPA and the Sublease.
Sublandlord and Subtenant agree as follows:
1. Amendment to Section 2. Section 2 is hereby amended and restated as follows:
2. Term. The Term of this Sublease shall commence on the Effective
Date and shall continue for a term of thirty (30) years from the "Operations
Date," as that term is defined in the Master Lease. Notwithstanding the
foregoing, the Term of this Sublease shall automatically expire upon the
expiration of the "Term" of the Master Lease (as defined therein), if such
expiration occurs on or after the expiration of the "Initial Term" of the Master
Lease (as defined therein).
2. Amendment to Section 4. Section 4 is hereby amended and restated as follows:
4. License Right. During the term of this Sublease, Sublandlord shall
be entitled to enter onto the Premises in accordance with the License
Agreement (Area 2) dated May 9, 2018, as amended by the First Amendment
C-First Amendment to Sublease(Area 2) 1
to License Agreement, attached as Exhibit C, and incorporated herein by this
reference.
3. Amendment to Exhibit C. Exhibit C of the Sublease is hereby deleted and replaced in
its entirety with the Amended and Restated Exhibit C attached to this Amendment.
4. Miscellaneous. Except as otherwise expressly modified herein, the terms and
provisions of the Sublease shall continue in full force and effect. This Amendment
may be executed in counterparts, each of which will be deemed an original, but all of
which together constitute one agreement. Signature pages of this Amendment
transmitted by electronic mail in portable document format will have the same legal
effect as a manually executed signature page. This Amendment shall be governed
and construed in accordance with the laws of the State of California.
[Signature page follows]
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The undersigned cause their duly authorized representatives to execute this Amendment
as of the Amendment Effective Date.
SMER RESEARCH 1, LLC
By:
William P. Love, Manager
SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY
By:
Jason Simpson, Executive Director
ATTEST:
Candice Alvarez, MMC, Authority Secretary
APPROVED AS TO FORM:
David H. Mann, Authority Counsel
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Amended and Restated Exhibit C
License Agreement (Area 2) dated May 9, 2018,
as amended by the First Amendment to License Agreement
[Attached]