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HomeMy WebLinkAboutSouthwest Riverside County Energy Authority-Solar Power Purchase Agreement (Sublease Area 2) IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Solar Power Purchase Agreement as of the day and year first above written. SMER Research 1, LLC By: Name: William P. Love Title: Managing Member Southwest Riverside County Energy Authority By: Name: 7 m Psd Title: G Attest: a e. Title: Approved as to Form: e r�Dk� Name: Title: S 1 4 or A e �� Signature Page Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584.10 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Solar Power Purchase Agreement as of the day and year first above written. SMER Research 1, LLC By:. Name: William P. Love Title: Managing Member Southwest Riverside County Energy Authority By: Name: n 1► (S� Title: )C f C t c Attest: am wf u M. Title: Approved b Foorrm: By: Name: �4 Title: - C V ` Signature Page Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584.10 7. Notices. All notices given under this Sublease must be in writing and shall be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight hours after deposit in certified United States mail, postage prepaid, sent to the party at its address set forth on the last page of this Sublease. Those addresses may be changed by either party by notice to the other party. 8. Assignment. There shall be no sub-subletting or assignment of this Sublease. IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written. SUBLANDLORD: SUBTENANT: SMER Research 1, LLC Southwest Riverside County Energy Authority William P. Love By: � , Title: Managing Member Name: X c, f� Attest: c- [�. .� Name: Title: Approved as to Form: Name: W + Title: -3- Sublease Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584.10 7. Notices. All notices given under this Sublease must be in writing and shall be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight hours after deposit in certified United States mail, postage prepaid, sent to the party at its address set forth on the last page of this Sublease. Those addresses may be changed by either party by notice to the other party. 8. Assignment. There shall be no sub-subletting or assignment of this Sublease. IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written. SUBLANDLORD: SUBTENANT: SMER Research 1, LLC Southwest Riverside County Energy Authority By: William P. Love BW Managing Member Name: 7- / Pso�J Title: 60C k -cc3U" Attest: Name: Title: Approved as to Form: D Name: Title: _ C_ -3- Sublease Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584.10 SECTION 7: SIGNATURES 7.1 Signature Page. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Licensee and the SRCEA. IN WITNESS WHEREOF, the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Use Agreement to be executed by setting hereunto their signatures on the day and year respectively written herein below. SRCEA ATTEST SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY 1 y Name: O�•n By: Title: Name �'' IrnPS o Title: 40 APPROVED AS TO FORM: Date: a �o By: Name: +�r Title: LICENSEE SMER RESEARCH 1, LLC By: William P. Love Managing Member Date: NOTARY ACKNOWLEDGEMENTS OF LICENSEE'S SIGNATURE(S) MUST BE ATTACHED -7- License Agreement-Solar Power Purchase Agreement(Sublease Area 1 (City of Temecula)) DOCS 124394-000004/3049604.4 SECTION 7: SIGNATURES 7.1 Silinatnre Page. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Licensee and the SRCEA. IN WITNESS WHEREOF, the parties hereto for themselves, their heirs, executors, administrators, successors, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Use Agreement to be executed by setting hereunto their signatures on the day and year respectively written herein below. SRCEA ATTEST SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY By: OSIX6 a'x Name: Bv: Title: 1�• r �-- Nam `f � �52)ZT— Title: , C ACC, tVre C212•-- APPROVED AS TO FORM: Date: ai�/6{°`�I By: Name: " 'ti Title:_ - 4 ' r-rl r t( LICENSEE SMER RESEARCH 1, LLC By: William P. Love Managing Member Date: NOTARY ACKNOWLEDGEMENTS OF LICENSEE'S SIGNATURE(S) MUST BE ATTACHED -7- License Agreement-Solar Power Purchase Agreement(Sublease Area 1 (City of Temecula)) DOCS 124394-000004/3049604.4 Section 11. Counterparts. This Guaranty of PPA may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument. Guarantor has executed this Guaranty as of the date first written above. "GUARANTOR" CITY OF LAKE ELSINORE, a municipal corporation J&,1� — Grant a s, City Manager ATTEST: } City crk APPROVED AS TO FORM: City Attorney -4- Guaranty of Power Purchase Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584.10 Section 11. Counterparts. This Guaranty of PPA may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument. Guarantor has executed this Guaranty as of the date first written above. "GUARANTOR" CITY OF LAKE ELSINORE, a municipal corporation Grant s, City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney -4- Guaranty of Power Purchase Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789584 10 arbitration panel handling the proceeding and will be included in and as a part of such judgment. 7. Notices. All notices given under this Sublease must be in writing and shall be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight hours after deposit in certified United States mail, postage prepaid, sent to the party at its address set forth on the last page of this Sublease. Those addresses may be changed by either party by notice to the other party. 8. Assignment. There shall be no sub-subletting or assignment of this Sublease. IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written. SUBLANDLORD: SUBTENANT: SMER Research 1, LLC Southwest Riverside County Energy Authority By: William P. Love By: Managing Member Na e: L 4Title. Attest: Name: Title: ►' Approved as to Form: �D Z'4� Name: Title: LtE 0 r -3- Sublease Agreement(Sublease Area 1 (City of Temecula)) DOCS 124394-000004/3049604.4 arbitration panel handling the proceeding and will be included in and as a part of such judgment. 7. Notices. All notices given under this Sublease must be in writing and shall be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight hours after deposit in certified United States mail, postage prepaid, sent to the party at its address set forth on the last page of this Sublease. Those addresses may be changed by either party by notice to the other party. 8. Assignment. There shall be no sub-subletting or assignment of this Sublease. IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written. SUBLANDLORD: SUBTENANT: SMER Research 1, LLC Southwest Riverside County Energy Authority By-, William P. Love By: Managing Member Na e/ Sa �S 10t Titl , cc /� - Attest: Name: Title: - Approved as to Form. C ��-- Name'. Title: _ s -3- Sublease Agreement(Sublease Area 1 (City of Temecula)) DOCS 124394-000004/3049604.4 ® PROCOPIO r 9Pocopid 525 B Street Suite 2200 San Diego,CA 92101 T.619.238.1900 F.619.235.0398 THEODORE J.GRISWOLD P.619.515.3277 ted.griswold@procopio.com AUSTIN DEL MAR HEIGHTS LAS VEGAS PHOENIX SAN DIEGO SILICON VALLEY February 15, 2018 VIA E-MAIL City of Temecula - Aaron Adams, Peter Thorson City of Lake Elsinore - Grant Yates, David Mann SMER Research 1, LLC - Lee Ullman,Andrew Stancati Southwest Riverside County Energy Authority Re: SMER Research 1, LLC Project; Remaining Actions for Execution Dear Parties: Now that the Southwest Riverside County Energy Authority ("SRCEA") joint powers authority has approved the execution of all project documents in the name of SRCEA, execution will require a few steps. As you know, several of the exhibits to the Power Purchase Agreement will need to be executed as stand-alone documents (e.g., Sublease, Lease Agreement, Guaranties). I have listed below the documents to be executed for completion of the transaction. My assistant will be attaching all documents identified by a roman numeral below in a ShareFile folder, along with an additional copy of this letter,which will be sent to each of you on Thursday, February 15. Please print and execute two copies of the signature pages for each document requiring your entity's signature, and courier these pages to my office at your earliest convenient. Please also provide an e- mail of the signature pages to my attention so that I have a record of documents signed. The documents being sent for execution include the following: I. "Solar Power Purchase Agreement (Sublease Area 1)" between SMER Research 1, LLC and the Southwest Riverside County Energy Authority with all exhibits. o Two originals of this document will be executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority,and submitted to-escrow. DOCS 124394-000001/3208542.1 �Procopid II. Sublease Agreement(Area 1)City of Temecula 0 Two originals of this document executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority and submitted to escrow Ill. License Agreement(Sublease Area 1) 0 Two originals of this document executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority and submitted to escrow IV. The City of Temecula's "Guaranty of Power Purchase Agreement" attached as Exhibit I to the "Solar Power Purchase Agreement (Sublease Area 1)" between SMER Research 1, LLC and the Southwest Riverside County Energy Authority. 0 Two originals of this document executed by the City Manager of the City of Temecula and submitted to escrow. V. "Solar Power Purchase Agreement (Sublease Area 2)" between SMER Research 1, LLC and the Southwest Riverside County Energy Authority with all exhibits. 0 Two originals of this document executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority and submitted to escrow VI. Sublease Agreement(Area 2)City of Lake Elsinore 0 Two originals of this document executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority and submitted to escrow VII. License Agreement(Sublease Area 2) 0 Two originals of this document executed by officers of the SMER Research 1, LLC and the Southwest Riverside County Energy Authority and submitted to escrow Vill. The City of Lake Elsinore's "Guaranty of Power Purchase Agreement" attached as Exhibit I to the "Solar Power Purchase Agreement(Sublease Area 2)" between SMER Research 1, LLC and the Southwest Riverside County Energy Authority. 0 Two originals of this document will be executed by the City Manager of the City of Lake Elsinore and submitted to escrow. 2 procopio.com DOCS 124394-000001/3208542.1 IA Procopio® IX. Written consent to the termination of the Original Agreements from all persons who have an interest in the Original Agreements and the solar power generating facility in the Santa Margarita Ecological Reserve being developed by SMER, including without limitation,the Lenders,as provided in Section 3 of this Agreement("Lender Consent Letter"). o Two originals of this document will be executed by Lender and submitted into escrow by SMER. X. The written approval of a duly authorized representative of SMER that all documents necessary for the termination of the Original Agreements have been received and are in acceptable form.("SMER Approval Letter") o This short letter confirming the ability to complete the escrow transaction once all documents have been deposited will be completed by SMER and deposited into escrow. XI. The written approval of the City Manager of the City of Temecula or his designee,that all documents necessary for the termination of the Original Agreements have been received and are in acceptable form.("City of Temecula Approval Letter") o This short letter confirming the ability to complete the escrow transaction once all documents have been deposited will be completed by the City of Temecula and deposited into escrow. Please confirm your concurrence with these documents and process so we can take these final steps with all parties in agreement. Best regards, 5 � Theodore J. Griswold Partner,of Procopio, Cory, Hargreaves&Savitch LLP TJG/pat Attachments cc: SMER Research 1 - Paul Galindo,Joel Huppe 3 procopio.com DOCS 124394-000001/3208542.1