HomeMy WebLinkAboutF - First Amendment to License (Sublease Area 1) FIRST AMENDMENT TO
LICENSE AGREEMENT
(Sublease Area 1)
This First Amendment to License Agreement (Sublease Area 1) (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 ("SMER" or
"Licensee")and Southwest Riverside County Energy Authority, a California Joint Powers Authority
("SRCEA").
A. SMER (as "Power Provider") and SRCEA (as "Purchaser") are parties to that
certain Solar Power Purchase Agreement (Area 1) 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. SMER and SRCEA are parties to that certain Sublease Agreement (Area 1) dated
May 9, 2018 under which SMER subleased certain property to SRCEA (the "Sublease").
Concurrent with the execution of this Amendment, the parties are entering into amendments to
the Sublease to, among other things, modify the term of the Sublease.
C. SMER and SRCEA entered into a License Agreement regarding Sublease Area 1
(also referred to as the "License Use Agreement") dated May 9, 2018 under which SRCEA
granted SMER a license to use the subleased premises to install, own and operate the solar
generating facility (the "License Agreement").
D. SMER and SRCEA desire to make a corresponding amendment to the License
Agreement to reflect the revised terms of the PPA and the Sublease.
SRCEA and Licensee agree as follows:
1. Amendment to Section 2.1. Section 2.1 is hereby amended and restated as follows:
2.1. Commencement. The term of this Agreement shall commence on May 9, 2018
("Effective Date") and shall continue for thirty (30) years from the "Operation Date," as
that term is defined in that certain Ground Lease Agreement entered into by and
between California State University, San Diego State University and SMER Research
1, LLC dated October 21, 2014, as amended. Notwithstanding the foregoing, the Term
of this Agreement 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. Deletion of Section 2.2. Section 2.2 is hereby deleted.
3. Deletion of Section 2.3. Section 2.3 is hereby deleted.
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4. Amendment to Section 5.5. Licensee's notice address is hereby amended as follows:
To Licensee: SMER Research 1, LLC
9400 Reeds Road, Ste 150
Overland Park, KS 66207
Attn: William Love, Manager
5. Miscellaneous. Except as otherwise expressly modified herein, the terms and
provisions of the License Agreement 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]
F-First Amendment to License(Sublease Area 1) 2
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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