HomeMy WebLinkAboutSMER Research 1 Project Clerk's & Incumbency Certificate City of LE $8,500,000
SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY JOINT POWERS
AUTHORITY
(SMER RESEARCH 1 PROJECT)
CITY CLERK'S AND INCUMBENCY CERTIFICATE
OF CITY OF LAKE ELSINORE
SMER Research 1, LLC has requested its counsel, Procopio, Cory, Hargreaves& Savitch
LLP ("Counsel"), to furnish Counsel's legal opinions (the "Opinions") on certain matters in
connection with the Southwest Riverside County Energy Authority Joint Powers Authority (the
"SRCEA"). In connection with the Opinions, SMER Research 1, LLC requests that this Clerk's
and Incumbency Certificate of City of Lake Elsinore ("Certificate") be furnished to SMER
Research 1, LLC and its Counsel with respect to the factual matters set forth below, and the
undersigned understands that SMER Research 1, LLC and its Counsel will be relying on the
following representations in connection with the Opinions.
The undersigned hereby states and certifies:
(i) the undersigned is the duly appointed, qualified and acting City Clerk of the City
of Lake Elsinore, a general law city and municipal corporation duly organized and existing under
the laws of the State of California (the "City"), and as such, is familiar with the facts herein
certified and is authorized and qualified to certify the same on behalf of the City;
(ii) at a duly noticed regular public meeting held October 10, 2017, with a quorum
present, the City Council of the City duly adopted Resolution No. 2017-112 (the "SRCEA
Formation Resolution"), entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF LAKE ELSINORE, CALIFORNIA, APPROVING A JOINT POWERS AGREEMENT
BETWEEN THE CITY OF LAKE ELSINORE AND THE CITY OF TEMECULA FOR THE
ESTABLISHMENT OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY
(SRCEA)", a true and correct copy is attached hereto as Exhibit A, and which SRCEA
Formation Resolution has not been amended, modified, supplemented or repealed and remains in
full force and effect as of the date hereof;
(iii) at a duly noticed regular public meeting held October 10, 2017, with a quorum
present, the City Council of the City duly adopted Resolution No. 2017-113 (the "Resolution"),
entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF LAKE
ELSINORE AND AS A MEMBER OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY (SRCEA), APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY BY RESPONSIBLE OFFICERS OF THE SOLAR POWER PURCHASE
AGREEMENT, THE SUBLEASE AGREEMENT, THE LICENSE USE AGREEMENT, AND
THE INTERCONNECTION AGREEMENT, AND APPROVING AND AUTHORIZING THE
CITY MANAGER TO EXECUTE THE GUARANTEE OF THE POWER PURCHASE
AGREEMENT," a true and correct copy is attached hereto as Exhibit B, and which Resolution
CITY CLERK'S AND INCUMBENCY CERTIFICATE OF CITY OF LAKE ELSINORE RELATING TO
SMER RESEARCH 1 SOLAR PROJECT LEASE AGREEMENT
DOCS 3334631.1
has not been amended, modified, supplemented or repealed and remains in full force and effect
as of the date hereof;
(iv) at a duly noticed regular public meeting held February 13, 2018, with a quorum
present, the City Council of the City duly adopted Resolution No. 2018-027 (the "Amended
Resolution"), entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE
ELSINORE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF LAKE
ELSINORE AND AS A MEMBER OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY
AUTHORITY (SRCEA), AMENDING RESOLUTION 2017-113 TO PROVIDE THAT ALL
OF THE APPROVALS AND AUTHORIZATIONS SET FORTH IN RESOLUTION 2017-113
SHALL INCLUDE A REVISED TERMINATION FEE TO THE PROPOSED POWER
PURCHASE AGREEMENT", a true and correct copy is attached hereto as Exhibit C, and which
Amended Resolution has not been amended, modified, supplemented or repealed and remains in
full force and effect as of the date hereof;
(v) pursuant to Resolution No. 2017-112, the City has duly authorized and approved
the execution and delivery of the JOINT POWERS AGREEMENT OF THE SOUTHWEST
RIVERSIDE COUNTY ENERGY AUTHORITY (the"Agreement"), a true and correct copy is
attached hereto as Exhibit D and which Agreement has been duly executed and delivered by
Natasha Johnson, in her capacity as the duly appointed Mayor of the City, and has not been
amended, modified, supplemented or repealed and remains in full force and effect as of the date
as of the date hereof;
(vi) attached hereto as Exhibit E are true and correct copies of(a) the October 10,
2017 regular meeting agenda ("Agenda"),(b) an excerpt of the regular agenda packet regarding
the Resolution ("Agenda Packet") and (c) the minutes of the meeting held October 10, 2017.
The City posted the Agenda at least 72 hours prior to the October 10, 2017 meeting in a location
that is freely accessible to members of the public and on the City's website. The City made the
Agenda Packet available for public inspection at the time the Agenda Packet was distributed to
all, or a majority of all, of the members of the City's City Council;
(vii) pursuant to Resolution Nos. 2017-113 and 2018-027, the City has duly authorized
and approved the execution and delivery of the Guaranty of Power Purchase Agreement (the
"Guaranty"), a true and correct copy is attached hereto as Exhibit F, which Guaranty has been
duly executed and delivered by an authorized officer of the City and has not been amended,
modified, supplemented or repealed and remains in full force and effect as of the date as of the
date hereof,
(viii) attached hereto as Exhibit G are true and correct copies of(a) the February 13,
2018 regular meeting agenda ("February 13, 2018 Agenda"), (b) an excerpt of the regular
meeting agenda packet regarding the Guaranty ("February 13, 2018 Agenda Packet") and (c) the
minutes of the meeting held February 13, 2018. The City posted the February 13, 2018 Agenda
at least 72 hours prior to the February 13, 2018 meeting in a location that is freely accessible to
members of the public and on the City's website. The City made the February 13, 2018 Agenda
Packet available for public inspection at the time the February 13, Z018 Agenda Packet was
distributed to all, or a majority of all, of the members of the City's City Council;
CITY CLERK'S AND INCUMBENCY CERTIFICATE OF CITY OF LAKE ELSINORE RELATING TO
SMER RESEARCH 1 SOLAR PROJECT LEASE AGREEMENT
DOCS 3334631.1
(ix) the signatures set forth opposite the names and titles of the following persons are
the true and correct specimens of, or are, the genuine signatures of such persons, each of whom
holds the office designated below:
Name and Title Signature
Grant Yates, City Manager
Susan M. Domen, MMC, City Clerk ✓> .�
(x) I have made such investigations as I have determined are necessary to permit me
to verify the accuracy and completeness of the information set forth in this Certificate. The
information set forth in this Certificate are as of the date hereof. I disclaim any obligation to
update this Certificate.
Dated: '� `� , 2018 CITY OF LAKE ELSINORE
san M. Domen, MM
City Clerk
The undersigned, in his capacity as City Manager, hereby certifies that Susan M. Domen,
MMC is the duly appointed, qualified and acting City Clerk of the City, as such she is an officer
of the City, and that her signature appearing above is her genuine signature.
By:
Grant YVS
City nager
CITY CLERK'S AND INCUMBENCY CERTIFICATE OF CITY OF LAKE ELSINORE RELATING TO
SMER RESEARCH I SOLAR PROJECT LEASE AGREEMENT
DOCS 3334631.1