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HomeMy WebLinkAboutSMER Research 1, & Southwest Riverside County Energy Authority Sublease Agreement (Area 2) First Amendment 02-04-2021 (Read-Only) DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 FIRST AMENDMENT TO SUBLEASE AGREEMENT (Area 2) This First Amendment to Sublease Agreement (Area 2) (the "Amendment") is effective as of the 411 day of February, 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 First Amendment to Sublease(Area 2)-Final 1 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 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] 2 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 The undersigned cause their duly authorized representatives to execute this Amendment as of the Amendment Effective Date. SMER RESEARCH 1, LLC LDocuSignedby: By: P. tAQ. William P. Love, Manager SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY L;1 ned by: S��psow By: Jason Simpson, Executive Director ATTEST: DOCUSigned by: 29418148748C400... Candice Alvarez, MMC, Authority Secretary APPROVED AS TO FORM: DecuSignedd by: 1 � f L, A. KJA, David H. Mann, Authority Counsel 3 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 Amended and Restated Exhibit C License Agreement (Area 2) dated May 9, 2018, as amended by the First Amendment to License Agreement [Attached] DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 LICENSE AGREEMENT LICENSE AGREEMENT BY AND BETWEEN SMER I RESEARCH, LLC AND SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY (SRCEA) ON SRCEA CONTROLLED REAL PROPERTY,LOCATED AT THE SANTA MARGARITA ECOLOGICAL RESEARCH RESERVE SOLAR INITIATIVE RESEARCH SITE RIVERSIDE COUNTY, CALIFORNIA License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) Dl3CS 124394.00000412789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 LICENSE USE AGREEMENT (FORM) THIS LICENSE USE AGREEMENT, hereinafter called "Agreement", is executed between the Southwest Riverside County Energy Authority, a California joint powers authority, hereinafter called "SRCEA", and SMER Research 1, LLC, a California limited liability company, hereinafter called "Licensee" (SRCEA and Licensee are collectively referred to as "Parties"). RECITALS WHEREAS, SRCEA is sublessee and controller of the real property located at the Santa Margarita Ecological Research Reserve Solar Initiative Research Site designated for SMER Research 1 solar energy collection and related research purposes, commonly known as the "SMER Solar Site—Area 2"and defined in Exhibit A attached hereto; and WHEREAS, SRCEA is desirous of having a solar collection conversion and transmission facility built and operated on the "SMER Solar Site — Area 2," located at the Santa Margarita Ecological Research Reserve in order to collect electric power for SRCEA's use; and WHEREAS, Licensee is prepared to purchase, install,own and operate a solar generating facility on the SMER Solar Site — Area 2 to provide energy for use by the SRCEA, consistent with that certain Power Purchase Agreement dated May 9_ , 2018;and WHEREAS, SRCEA is willing to allow the Licensee to use the Premises for the purposes set forth above under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein, and for valuable consideration the sufficiency of which is hereby acknowledged, in accordance with the covenants, conditions and provisions contained herein below, the parties hereto do hereby mutually agree as follows: AGREEMENT SECTION 1: PREMISES 1,1 Property. SRCEA hereby licenses to Licensee, in accordance with the terms, conditions, covenants, and provisions of this Agreement, all portions of that certain real property situated in the County of Riverside, State of California, commonly known as the SMER Solar Site consisting of approximately a 6.4-acre parcel of land more particularly described in Exhibit"A" attached hereto and subject to a Ground Lease dated October 21, 2414, as amended, between California State University, San Diego State University and SMER Research 1 (identified as SDSU Agreement 40096313) and same land being subject to the SRCEA's Sublease — Area 2 Agreement with SMER Research I dated May 9 , 2018 ("Premises"). In return for this permission, Licensee accepts the Premises in an "AS IS" "WHERE IS" condition and hereby agrees to act in accordance with and abide by the terms, covenants, conditions and provisions of this License. License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394.000004/2789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 1.2 Uses. It is expressly agreed that the Premises shall be used by Licensee solely and exclusively for the purpose of planning, developing, installing and operating a solar collection and conversion transmission facility for the development of electrical power for SRCEA's use and for related research and incidental purposes(solar operations), as more completely described in the Power Purchase Agreement dated May_9 , 2018, by and between the parties ("Power Purchase Agreement"), and for such other related or incidental purposes as may be first approved in writing by SRCEA,and for no other purpose whatsoever. Licensee covenants and agrees to use the Premises for the above specified purposes and to diligently pursue said purposes throughout the term hereof. In the event that Licensee fails to continuously use the Premises for said purposes, or uses the Premises for purposes not expressly authorized herein,the Licensee shall be deemed in default under this Agreement. 1.3 Parkintt. Licensee acknowledges that there are no specific parking spaces assigned to and/or designated for the Promises, 1.4 Licensee Obligations. Licensee shall perform all obligations of the Tenant tinder the Master Lease at its sole cost and expense. In the event that SRCEA incurs any costs or expenses to fulfill an obligation of the Tenant under the Master Lease pursuant to Licensee's obligations under this License Agreement, Licensee shall reimburse SRCEA for such costs or expenses within thirty days of notice from SRCEA provided it is consistent with paragraph 5.5 herein. SECTION 2: TERM 2.1 Commencement, The term of this Agreement shall commence on May 9 2018 ("Effective Date")and shall continue for twenty (20) years from the Operation Date,as that term is defined in that certain Master Ground Lease entered into by and between California State University, San Diego State University and SMER Research 1, LLC dated October 21, 2014, as amended. 2.2 Extension of Term. Licensee may request an extension of the term of this Agreement for the Premises for two (2) additional five (5) year periods under the terms and conditions of this Agreement, provided that the Licensee is not in default or breach of any term, condition, or covenant of this Agreement. The SRCEA Manager or SRCEA Manager's designee shall notify the Licensee not later than thirty (30) days after receipt of such request for an extension whether such request will be approved. The SRCEA Manager in his capacity as the SRCEA's authorized representative, shall, in his sole discretion, have the authority to deny any such request. Any such denial shall be sent to Licensee not later than thirty(30)days from receipt of the request for extension. 2.3 Termination Provisions. Notwithstanding any other provisions contained in this License, five (5) years after the Operation Date, either party may terminate this License for any reason by giving the other party at least ninety(90) days prior written notice of such termination. In the event of termination pursuant to this section, Licensee shall be provided the reasonable opportunity to identify a substitute Licensor and off-taker for the solar facility to take the place of SRCEA in the License, the Sublease, the Power Purchase Agreement and all other relevant agreements related to the SMER Solar Site--Area 2. -2- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) ROCS t 24394-000004/2789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 2.4 Surrender of Proaerty. At the expiration of this Agreement, Licensee shall surrender the Premises to SRCEA free and clear of all liens and encumbrances created by Licensee,except those liens and encumbrances which existed on the date of the execution of this Agreement by SRCEA, The Premises, when surrendered by Licensee, shall be in a safe and sanitary condition and shall be in as good or better condition as the condition at commencement of this Agreement, absent normal wear and tear. 2.5 Time is of Essence. Time is of the essence of all of the terms, covenants, conditions and provisions of this Agreement. SECTION 3: CONSIDERATION 3.1 Consideration. Consideration for this License Agreement shall be effectuated by the value received by SRCEA as a result of Licensee's installation and operation of the Solar Facility in order to provide SRCEA those electrical rate benefits arising from the Power Purchase Agreement. No additional consideration is required from Licensee or any other source. SECTION 4: INSURANCE RISKS/SECURITY 4.1 Indeninitt% Licensee shall indemnify and hold harmless the SRCEA and its member agencies, and their officers, agents and employees against all claims for damages to persons or property arising out of the conduct of the Licensee or its employees, agents, or others in connection with its use and occupation of the Premises under this Agreement, except only for those claims arising from the sole negligence or sole willful misconduct of the SRCEA, its member agencies, and their officers, agents, or employees. Licensee's indemnification shall include any and all costs, expenses, attorneys' fees and liability incurred by the SRCEA, its officers, agents, or employees in defending against such claims, whether the same proceed to judgment or not. Further, Licensee at its own expense shall,upon written request by the SRCEA, defend any such suit or action brought against the SRCEA, its member agencies, and their officers,agents,or employees as a result of Licensee's actions. 4.2 Insurance. Licensee shall procure and maintain for the duration of the term of this License Agreement the type and amount of insurance required of the Tenant pursuant to Paragraph 9 of the Master Lease, subject to the insurance requirements of Section 9 of the Master Lease and naming SRCEA, its member agencies, and their elected officials, officers and employees as additional insureds. 4.3 Accident Reports. Licensee shall, within twenty-four(24) hours after occurrence, report to SRCEA any accident causing property damage or any serious injury to persons on the Premises. This report shall contain the names and addresses of the parties involved; a statement of the circumstances; the date and hour, the names; and addresses of any witnesses and other pertinent information. SECTION 5; GENERAL PROVISIONS 5.1 Acceptance of Premises. Licensee accepts the Premises in an "AS IS", "WHERE IS" conditions, subject to all faults and conditions without warranty as to quality, character, performance or condition and with full knowledge of the physical condition of the Premises. •3- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394.000004/2789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 5.2 Maintenance by Licensee. With respect to Licensee's use and/or operations at or on the Premises, Licensee shall make any and all repairs and replacements necessary to maintain and preserve the Premises for the purpose stated herein. 5.3 Permits and Inim-overneslts. Licensee must obtain from all appropriate governmental entities, in advance and in writing, approval for any planned improvements and shall obtain any and all necessary environmental or regulatory permits, building permits and approvals for any desired improvements or alterations to the Premises and shall deliver to the SRCBA a copy of the same prior to commencement of improvements to the Premises. 5.4 Taxes. Licensee shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon Licensee or the Premises, including,any applicable possessory interest as defined in Revenue and Taxation Code Section 107, any buildings, structures, machines, equipment, appliances, or other improvements or property of any nature whatsoever erected, installed, or maintained by Licensee or levied by reason of the business or other Licensee activities related to the Premises,including any licenses or permits. 5.5 Notices. All notices, demands, requests, consents or other communications which this Agreement contemplates or authorizes, or requires or permits either party to give to the other, shall be in writing and shall be personally delivered or mailed to the respective party as follows: To SRCEA: Southwest Riverside County Energy Authority c/o City of Lake Elsinore 130 South Main Street Lake Elsinore,CA 92530 Attn: City Manager With a copy to: City of Temecula 41000 Main Street Temecula,CA 92590 Attn: City Manager To LICENSEE: SMER Research 1, LLC c/o 10013 Winkle Circle Elk Grove,CA 95757 Attn: William P. Love, Managing Member Either party may change its address by notice to the other party as provided herein. Communications shall be deemed to have been given and received on the first to occur of (i)actual receipt at the offices of the party to whom the communication is to be sent, as •4- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) ROCS 124394-000004/2789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 designated above, or (ii)three working days following the deposit in the United States Mail of registered or certified mail, postage prepaid, return receipt requested, addressed to the offices of the party to whom the communication is to be sent,as designated above, 5.6 SRCEA Approval. The SRCEA Manager shall be the SRCEA's authorized representative in the interpretation and enforcement of all services performed in connection with this Agreement. The SRCEA Manager may delegate authority in connection with this Agreement to the SRCEA Manager's designee(s). For the purposes of directing Licensee in accordance with this Agreement, which does not result in a change to this Agreement, the SRCEA Manager delegates authority to the Real Estate Manager of the SRCEA Manager's Office, if any. 5.7 Entire Anreenteut. This Agreement comprises the entire integrated understanding between SRCEA and Licensee concerning the use and occupation of the Premises and supersedes all prior negotiations,representations, or agreements. Each party has relied on its own examination of the Premises, advice from its own attorneys, and the warranties, representations, and covenants of the Agreement itself, The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to SRCEA. The Licensee shall be responsible for complying with all Local, State, and Federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be constmed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 5.8 A reetnent Modification. This Agreement may not be modified orally or in any manner other than by an Agreement in writing signed by the parties hereto. 5.9 Assignment and Stiblettin -No Encunilbrance, This Agreement and any portion thereof shall not be assigned, transferred, or sublet, nor shall any of the Licensee's duties be delegated, without the express written consent of SRCEA. Any attempt to assign or delegate this Agreement without the express written consent of SRCEA shall be void and of no force or effect. The consent by SRCEA to one assignment, transfer, sublease, or delegation shall not be deemed to be consent to any subsequent assignment,transfer, sublease, or delegation, 5.10 Other Reettlations. All use of the Premises under this Agreement shall be in accordance with the laws of the United States of America, the State of California and in accordance with all applicative rules and regulations and ordinances of the SRCEA now in force, or hereinafter prescribed or promulgated by resolution or ordinance or by State or Federal law. -5- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-00000412789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 SECTION 6: SPECIAL PROVISIONS 6.1 Staktdards of Operation. Licensee agrees that it shall operate and manage the services and facilities offered upon or from the Premises in a first class manner and comparable to other similar facilities within Riverside County and Southern California areas which provide like products and services. 6.2 l.ieemce's Emnlovees. Licensee shall provide an experienced and well qualified "on-site" supervisor to oversee all operations conducted by Licensee on the Premises. Licensee shall ensure that its employees shall at all times conduct themselves in a creditable manner and they shall conform to all rules, regulations and requirements, as well as all rules and regulations pertaining to the SMER Solar Site. 6.3 Hazardous Substances. No goods, merchandise or material shall be kept, stored or sold in or on the Premises which are in any way explosive or hazardous, except that ordinary business materials that may be classified as hazardous may be kept in or on the Premises if such materials are stored and disposed of in accordance with all applicable laws; and no offensive or dangerous trade, business or occupation shall be carried on therein or thereon, and nothing shall be done on said Premises,which will cause an increase in the rate of or cause a suspension or cancellation of the insurance upon the demised Premises or other premises and the improvements thereon; provided, however, that if anything done by Licensee causes an increase in the rate of insurance on the Premises, Licensee may, at its option, pay such increase and Licensee shall not thereafter be considered in default under this Agreement. No machinery or apparatus shall be used or operated on or about the Premises which will in any way injure the Premises or improvements thereon, or adjacent or other Premises, or improvements thereon, or to persons; provided, however, that nothing contained in this section shall preclude Licensee from bringing, keeping or using on or about the Premises such materials, supplies, equipment and machinery as are appropriate or customary in carrying on its said business,or from carrying on its business in all usual respects. REMAINDER OF PACE BLANK -6. License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) ROCS 124394-000004/2789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 SECTION 7r SIGNATURES 7.1 Slanature 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 entitles 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 P Name: ,sa--n (1'l • ✓r try: Title, Date: February 16, 2018 APPROVED AS TO FORM:Name: LICENSEE SMER RESEARCH 1, Y- oliam P. Uwe Managing Member Date: March 1, 2018 NOTARY ACKNOWLEDGEMENTS OF LICENSEE'S SIGNATURES) MUST BE ATTACHED _7. Llcense Agreement-Soter Power Purchase Agreement(SWeaes Area 2(Cfty of Lake Eleanore)) DOC$124384-000o04/2786884.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 SECTION 7: SIGNATURES 7.1 Sianature Pag . 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: Name: By: Title: Name: Title: APPROVED AS TO FORM: Date: By: Name: Title: LICENSEE SMER RESEARCH 1, I �Jr/ y ' gy �� William P. Love' Managing Member Date: March 1, 2018 NOTARY ACKNOWLEDGEMENTS OF LICENSEE'S SIGNATURE(S) MUST BE ATTACHED -7- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) ROCS 124394-000004/2789584,10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL_CODE§1189 �tuca�c:c�errctr:rc�.vn�xc rc�.c�.,�rese,�xArcr,�wscc,�c,�tw-narcomer.,.at:rcv�.�,r ,vr�c��r�csncrar�:rtirm^�-�acr�,Gr,� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of On —_.__..-._._..--- -- before me, Data Here Insert Name and Title of the Officer personally appeared --- _- -.---.---- _T Name(s)of Slgner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity Upon behalf of which the persons)acted,executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Sea/Above OPTIONAL Though this section fs optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. DeScription of Aitoohed Uooument Title or Type of Document: Document Date: .. .. -._... -_-__- _-- Number of Pages: -,__— Signer(s) Other Than Named Above: ___ — _ --------_- -__---------_-..--. Capacity(les)Claimed by Signer(s) Signer's Name: ❑Corporate Officer — Title(s): ..--_ . , _..__ .- ❑Corporate Officer — Title(s): ❑Partner — ❑Limited ❑General ❑Partner — ❑Limited ❑General ❑Individual ❑Attorney in Fact ©Individual ❑Attomey In Fact ❑Trustee ❑Guardian or Conservator ❑Trustee [D Guardian or Conservator ©Other: _ ❑ Other: Signer is Representing: _� — Signer Is Representing: '4W:4'4',YbC•5GY�4`��C.r;4'�'tw'(.'c:{:F:4Ytyrt4t:G^uG'C4'�'--�Y:4.s�"��.'�'s"ST.4(•'GY?�'1;4+frG"6'x�'Lr�:cCfa4YrCi�.C4"fi•Yi4Y.�Y:G'4'C•'n4'Cn4r�te:rvd4'�e<;Y�G+[� 02015 National Notary Assoolatlon-www.NationalNotary.org- 1-800-US NOTARY(1-800-876-6827) Item#5907 -8- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-0000D412789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 :l'ti"C,L^[`ti.1^�.C�.1�i.C'�.[`��c'w.t'C1`Gr-alit^�('C�:�c`ti"K`ti.('�.in.C1.r'f:t`.CCti.C'.:Y.`t:t'.�.1%ti.t:i:('Gt�G'a%C;C>G`C'4e`.GC`�.a'.:t%,C••CC'G."w..c`,�t�!`GCz,c^.G<'ti A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached.and not the truthfulness,accuracy,or validity of that document, i 1 State of5 ) County of ` lb !nl ) On C•Y 1 � 0 D 100 before me, W WOL(Oft Date n,rv1 I Here Insert Name and Title of the Officer personally appeared � �WS ► t �� Dvtl Names)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that he/she/they executed the some in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person($), or the entity upon behalf of which the person(s)acted, executed the instrument. '��ttiilltlll�/` I certify under PENALTY OF PERJURY under the laws ♦t� �xd�u //i of the State of California that the foregoing paragraph +tip art,�.••�����•''•.�% Ike' is true and correct. WITNESS my hand and official seal. h� Signature. - .y .. Signature of Notary Public '//I/ II�State 0-�,♦♦,` Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages; _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: Ll Corporate Officer — Title(s): ❑Corporate Officer -'- Title(s): El Partner — U Limited L J General U Partner — Ll Limited I I General 1`7 Individual [I Attorney in Fact F1 Individual n Attorney in Fact D Trustee 0 Guardian or Conservator 11 Trustee 171 Guardian or Conservator t]Other: LJ Other; Signer Is Representing: Signer Is Representing: t,rycC,'r'e,t'(.[�<,r:S,t'r;�;.C,�tc'�,Z_vr•�c�v'S,r•r.;<'t;�:i;r<,�'t,'�'..r,;i.r•yr't,[';a_',e,�:ii<'<;'.*!'r,r•;�'.�,r'r,r:r,��i,r•`r•t,r•�t't,".'.{v�4<'r y•*,r'vr'ti,r:<,'c'e,r (-)2015 National Notary Association -wwmNationalNotary,org a 1-800-US NOTARY f1-800-876-68271 item#5907 -9- License Agreement-Soler Power Purchase Agreement(Sublease Area 1 (City of Temecula)) DOCS 124394-000004/3049604.4 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 EXHIBIT A DESCRIPTION OF SUBLEASED PROPERTY—AREA 2 SMER Research 1 shall make available the following: The leased property is located within 2 adjoining parcels of land. The 2 parcels in question arc: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,AND 1S DESCRIBED AS FOLLOWS: PARCEL 1: LOT 9 OF FRACTIONAL SECTION 22, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, PARCEL 2; LOT 8 OF FRACTIONAL SECTION 23, TOWNSHIP 8 SOUTH, RANGE 3 WEST SAN BERNARDINO BASF AND MERIDIAN. APN: ,918-050-009-2-2,918-080-001-7 The site boundaries consist of a section of land with corners at the following GPS Coordinates: 1. -117.1729481609586, 33.46072841378041 2. -117.17312913668,33.45995565131902 3. -117.1735695461214,33.45995442608185 4. -117.1736674253565,33,45927559927859 5. -117.1730375940526,33.4592668205915 6. -117.1714643292678,33.45978718232443 7. -117.1712482179586, 33.45985568859838 8. -117.1711204927345,33.4607267286513 9. -117,1729481609586,33,46072841378041 The site contains approximately 6.4 Acres. The site boundaries are based off current information and may need to be revised based off of Utility requirements, -lo- License Agreement-Solar Power Purchase Agreement(Sublease Area 2(City of Lake Elsinore)) DOCS 124394-000004/2789884,10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 Sublease Area 2 SMER Project L■2&nd Lewa E�krora Ar" / Easement for rPowgr Lines New SMER See-Lake EWmre Pourer LVe -11- Llcense Agreernient-Solar Power Purchsse Agreement(Sublease Area 2(Clty of Lake OtIrlors)) ROCS 124394-00000412789584.10 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 FIRST AMENDMENT TO LICENSE AGREEMENT (Sublease Area 2) This First Amendment to License Agreement (Sublease Area 2) (the "Amendment") is effective as of the 4t" day of February, 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 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. SMER and SRCEA are parties to that certain Sublease Agreement (Area 2) 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 2 (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. First Amendment to License(Sublease Area 2)-Final 1 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 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] First Amendment to License(Sublease Area 2)-Final 2 DocuSign Envelope ID: FFA76BF2-025C-405E-8656-AAD6F84EF364 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 First Amendment to License(Sublease Area 2)-Final 3