HomeMy WebLinkAboutSMER Research 1 Project Reliance Certificate of Executive Director of th $8,500,000
SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY JOINT POWERS
AUTHORITY
(SMER RESEARCH 1 PROJECT)
RELIANCE CERTIFICATE OF EXECUTIVE DIRECTOR OF THE SRCEA
SMER Research 1, LLP ("Lessee") 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 Certificate of the Executive Director of the SRCEA ("Certificate")be furnished
to SMER Research 1, LLP and its Counsel with respect to the factual matters set forth below,
and the undersigned understands that SMER Research 1, LLP and its Counsel will be relying on
the following representations in connection with the Opinions.
The undersigned states and certifies that:
A. I am the duly appointed, qualified and acting Executive Director of the SRCEA, a
joint powers authority duly organized and validly existing under the laws of the State of
California, and operating pursuant to Articles 1 through 4 (commencing with Section 6500) of
Chapter 5, Division 7, title 1 of the California Government Code (the "Act") and pursuant to a
Joint Powers Authority Agreement, dated as of October 17, 2017 (the "Agreement'), by and
between the City of Temecula ("Temecula'), and the City of Lake Elsinore ("Lake Elsinore"),
and as such, I am familiar with the facts herein certified and I am authorized and qualified to
certify the same on behalf of the SRCEA.
B. The only members of the SRCEA are Temecula and Lake Elsinore.
C. To the best of my knowledge after due inquiry, all required filings have been
made concerning the establishment of the SRCEA, and the SRCEA is in good standing as a joint
exercise of powers authority under the Act.
D. To the best knowledge of the undersigned, no member of the SRCEA Board of
Directors who participated in voting on Resolution Nos. 2018-01, 2018-02, 2018-03, 2018-04
and 2018-05 (collectively, the "SRCEA Resolutions") had any material financial interest in
connection with the SRCEA Resolutions.
E. The SRCEA has not been served with any written notice of any pending action,
suit, proceeding, inquiry, or investigation at law or in equity, before or by any court, regulatory
agency, or public board or body (a) in any way questioning the existence of the SRCEA or the
titles of the officers of the SRCEA to their respective offices, or (b) affecting, contesting, or
seeking to prohibit, restrain, or enjoin the execution or delivery of any of the following: (i)
Power Purchase Agreement for Sublease Area 1 (City of Temecula), dated as of June 26, 2018,
between SRCEA and Lessee, (ii) Sublease for Area 1 (City of Temecula), dated as of June 26,
2018, between SRCEA and the City of Temecula, (iii) License Agreement, dated June 26, 2018,
between SRCEA and Lessee for Sublease Area 1 (City of Temecula), (iv) Interconnection
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DOCS 3196635.6
Agreement, dated as of , between SRCEA and Southern California Edison
Company for the SRCEA Generation Account, (v) Power Purchase Agreement, dated as of June
26, 2018, between SRCEA and the Lessee for Sublease Area 2 (City of Lake Elsinore), (vi)
Sublease for Area 2 (City of Lake Elsinore), dated as of June 26, 2018, between SRCEA and
Lake Elsinore, and/or (vii) License Agreement, dated June 26, 2018, between SRCEA and
Lessee for Sublease Area 2 (City of Lake Elsinore) (collectively, the "SMER Research 1 Project
Documents"), or in any way contesting or affecting the validity of the SMER Research 1 Project
Documents or the consummation of the transactions contemplated thereby or any proceeding of
the SRCEA taken with respect to any of the matters described in this Certificate of the Executive
Director of the SRCEA.
F. In my capacity as the duly appointed Executive Director of the SRCEA, I have
duly executed and delivered the SMER Research I Project Documents, and which SMER
Research I Project Documents have not been amended, modified, supplemented or repealed and
remain in full force and effect as of the date as of the date hereof.
G. 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.
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DOCS 3196635.6
IN WITNESS WHEREOF, the undersigned has a ecu d this Certificate of the
Executive Director of the SRCEA as of this 10 day of j , 2018.
SOUTHWEST RIVERSIDE COUNTY
ENERGY AUTHORITY
By:
Na e: ason Si p
Tit e• xecutive r for
SIGNATURE PAGE OF CERTIFICATE OF EXECUTIVE DIRECTOR OF THE SRCEA RELATING
TO THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY(SMER RESEARCH 1 PROJECT)
DOCS 3196635.6