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PW SolEd Solar Holdings Memorandum of LeaseRECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: SolEd Solar Holdings I, LLC c/o C2 Special Situations Group LLC 315 Madison Avenue Suite 901 New York, NY 10017 Attention: Candice Michalowicz (Space Above for Recorder's Use Only) MEMORANDUM OF LICENSE This MEMORANDUM OF LICENSE (the "Memorandum") is dated March _, 2017, by and between the City of San Rafael, California, a municipality within the County of Marin in the State of California ("Licensor"), and SolEd Solar Holdings I, LLC, a California limited liability company ("Licensee"). 1. Name and Principal Address of Licensor. The name of Licensor is set forth above, and Licensor's address is 1400 Fifth Avenue, San Rafael, CA 94901. 2. Name and Principal Address of Licensee. The name of Licensee is set forth above, and Licensee's address is 315 Madison Avenue Suite 901 New York, NY 10017. 3. License. Licensor and Licensee have entered into that certain Solar Power Purchase Agreement, dated October 28, 2014 (the "PPA"). Licensor leases certain real property, and owns the buildings and improvements thereon, known as City of San Rafael Department of Public Works at III Morphew Street in Marin County, California, as more specifically described on Exhibit A attached hereto and incorporated herein by reference (the "Property"). Pursuant to the PPA, Licensor granted the License in and to certain areas of the Property electrical room and roof (the "Licensed Area"). 4. Term. The term of the PPA commenced on the Commercial Operation Date and lasts until the twentieth (20th ) anniversary thereof, unless earlier terminated in accordance with the terms of the PPA, subject to two (2), five (5) year optional additional terms. The License expires one hundred eighty (180) days after the expiration of the PP A. 5. Additional Rights. The License includes the following additional rights: Licensee may utilize a mutually agreed upon portion of the Property for construction related activities, until the final completion date under the Construction Agreement. 6 . Access. Licensee, and Licensee's agents, guests, subtenants and designees shall have access to the Licensed Area at all times during the term of the License. 7. Notices. Notices shall be given to the Licensor and Licensee in accordance with the terms of the PPA. 8. Construction of Terms/Conflict. All defined terms used but not otherwise defined herein shall have the meaning or definition set forth in the PP A. In the event that the terms, conditions and pr9visions of this Memorandum conflict with the terms, conditions and provisions of the PPA, the terms, conditions and provisions of the PPA shall control. 9. Successors and Assigns. This Memorandum and the rights granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors and assigns, but the provisions of this paragraph shall not be construed to allow any assignment or transfer of the rights and obligations otherwise prohibited or conditioned in the PPA. 10. Authority. Each party represents to the other that it has the necessary authority to enter into the PPA and this Memorandum. II. Counterparts. This Memorandum may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. [Signature page/allows immediately] IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the date first written above. LICENSOR: San Rafael, California, a Municipality in the State of California LICENSEE: SolEd Solar Holdings I. LLC, a California limited liability company By: C2 Beta Holdings LLC Its: Managing Member By: ______________________ __ Name: -----------------------Title: ----------------------- [Notary pages/allow immediately] ACKNOWLEDGMENT 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 J County of ' n~ (l.1"j On _---"3'-'/_:l_:;a.--I-I_~_o_'_-:J-___ before me. _--"e.:::.....-.:;....B_e._'J.:...:.,e-'-N_~-I-I_IJ~Z>..:....,.A:.......:-~...L.y_A_Zl_S_I.._,_e _. _ (insert name and title of the officer) persOnallyappeared~~_~~/_~~~_~~e~~_~_7~~~~~~~~~~~~~~~~~~ who proved to me on the' basis of satisfactory evidence to be the person(s) whose name(~/are subscribed to the within instrument and acknowledged to me tha~/she/they executed the same in ~/her/their 'authorized capacity(ies). and that by~her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted. executed the instrument. I certify ullder PENAL TV OF PERJURY under the laws of the State, qf California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _~ __ ._;_g_Q_~_fZ4.<..c-______ _ (Seal) E. BEIRNE COMM. #2112433 z Notary Public • California ~ Marin County .... Comm. Ex ires June lD. 2D19 State of California County of Marin On before me, _________________ (insert name and title of the officer) personally appeared Manager of the City of San Rafael, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ (Seal) State of New York Countyof ___________ ___ On before me, (insert name and title of the officer) personally appeared _________________ _ 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 person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of New York that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ______________ (Seal) EXHIBIT A PROPERTY DESCRIPTION The land referred to herein is situated in the State of California , County of Marin, and described as follows: Parcel A as shown on that certain map entitled "Parcel Map of 2350 Kerner Boulevard", in the City of San Rafael, County of Marin, State of California, recorded in Book 2003 Page 136 , Marin County Records. Also referred to as : APN: 009-430-01 RECORDING REQUESTED BY AND WHEN RECORPED RETURN TO: SolEd Solar Holdings I, LLC c/o C2 Special Situations Group LLC 315 Madison Avenue Suite 901 New York, NY 10017 Attention: Candice Michalowicz (Space Above for Recorder's Use Only) MEMORANDUM OF LICENSE This MEMORANDUM OF LICENSE (the "Memorandum") is dated March _, 2017, by and between the City of San Rafael, California, a municipality within the County of Marin in the State of California ("Licensor"), and SolEd Solar Holdings I, LLC, a California limited liability company ("Licensee"). 1. Name and Principal Address of Licensor. The name of Licensor is set forth above, and Licensor's address is 1400 Fifth Avenue, San Rafael, CA 94901. 2. Name and Principal Address of Licensee. The name of Licensee is set forth above, and Licensee's address is 315 Madison Avenue Suite 901 New York, NY 10017. 3. License. Licensor and Licensee have entered into that certain Solar Power Purchase Agreement, dated October 28, 2014 (the "PPA"). Licensor owns certain real property, and the buildings and improvements thereon, known as Albert 1. Boro Community Center at 50 Canal Street, San Rafael, in Marin County, California, as more specifically described on Exhibit A attached hereto and incorporated herein by reference (the "Property"). Pursuant to the PPA, Licensor granted the License in and to certain areas of the Property electrical room and roof (the "Licensed Area"). 4. Term. The term of the PPA commenced on the Commercial Operation Date and lasts until the twentieth (20th ) anniversary thereof, unless earlier terminated in accordance with the terms of the PPA, subject to two (2), five (5) year optional additional terms. The License expires one hundred eighty (180) days after the expiration of the PPA. 5. Additional Rights. The License includes the following additional rights: Licensee may utilize a mutually agreed upon portion of the Property for construction related activities, until the final completion date under the Construction Agreement. 6. Access. Licensee, and Licensee's agents, guests, subtenants and designees shall have access to the Licensed Area at all times during the term of the License. 7. Notices. Notices shall be given to the Licensor and Licensee in accordance with the terms of the PPA. 8. Construction of Terms/Conflict. All defined terms used but not otherwise defined herein shall have the meaning or definition set forth in the PPA. In the event that the terms, conditions and provisions of this Memorandum conflict with the terms, conditions and provisions of the PPA, the terms, conditions and provisions of the PPA shall control. 9. Successors and Assigns. This Memorandum and the rights granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors and assigns, but the provisions of this paragraph shall not be construed to allow any assignment or transfer of the rights and obligations otherwise prohibited or conditioned in the PPA. 10. Authority. Each party represents to the other that it has the necessary authority to enter into the PPA and this Memorandum. II. Counterparts. This Memorandum may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. [Signature page/allows immediately] IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the date first written above. LICENSOR: San Rafael, California, a Municipality in the State of California By: __ ~-*~~~~~ __________ _ Name: Title: LICENSEE: SolEd Solar Holdings I, LLC, a California limited liability company By: C2 Beta Holdings LLC Its: Managing Member By: ______________________ _ Name: ----------------------Title: ----------------------- [Notary pagesjollow immediately] ACKNOWLEDGMENT 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 H,a f I AJ ) On 3/ )..,.../ ?-O(:f-before me, e . ge/~tJiI ~ /JO,Iil /!!'{ P~6~1 c:. (insert name and 'title of the officer) personally appeared 4 "1 5cl-l~7-Z-, who proved to me on the basis of satisfactory evidence to be the (Jerson(s) whose name(stl$/are subscribed to the within instrument and acknowledged to me th~/she/they executed the same in ~/her/their authorized capacity(ies), and that b(fjJl;/her/their signature(s) on the instr~ment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify ullder PENAL TV OF PERJURY under the laws of the State. qf California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ? 8e..t (t..~ • Signature ____________ _ (Seal) E. BEIRNE -, COMM. #2112433 z Notary Public • California ~ Marin County ... Comm. Ex Ires June 10,2019 State of California County of Marin On before me, _________________ (insert name and title of the officer) personally appeared Manager of the City of San Rafael, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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 _____________ (Seal) State of New York Countyof ______________ ___ On before me, (insert name and title ofthe officer) personally appeared ____________________ _ 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 person(s) acted, executed the instrument. , certify under PENALTY OF PERJURY under the laws of the State of New York that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________ (Seal) EXHIBIT A PROPERTY DESCRIPTION PARCEL 1: Lots 1, 2, 3, 4,5,6, 7, 8, 9, 10 and 11 in Block 19, as shown on the map entitled, "Map of East San Rafael, Marin Co., Cal. 1901", filed for record Jan . 21, 1908 in Map Book 2 at Page 109, Marin County Records. Excepting from said Lot 11, that portion thereof described in the Deed from the Dundon Company, a corporation, to the City of San Rafael, Municipal Corporation recorded March 3, 1920 in Book 211 of Deeds, at page 386, Marin County Records. Further described as: That certain parcel of land situate in the City of San Rafael, County of Marin, State of California, and bounded and described as follows: Commence at the southwest corner of lot T, thence S 20° 28' W. 35 .91 feet along the westerly line of Lot 11 Block 19 as shown on said map thence leaving said line and crossing Lot 11 Block 19 N 59° 53' E. 173.38 feet to the point of a curve to the right, whose radius is 768 feet and the central angle 45° 46', thence along said curve 613.45 feet to an intersection with the easterly line of said lot 11 Block 19 thence along said line and the Easterly line of said lot "Til N. 39° 36' W. 252.02 feet to an intersection with the southerly boundary of the lands of Beale, thence along said boundary of a curve to the left of the tangent of which bears N 85° 19' W. the radius of which is 875 feet and the central angle 33° 01' 504 .06 feet to a point in the westerly line of said lot "T" thence along said line 5. 200 28' W. 227.04 feet to the point of beginning, containing 2.56 acres of land, more or less. PARCEL 2: Beale Street, as shown on the map entitled, "Map of East San Rafael, Marin Co., CaL, 1901", filed Jan. 21, 1908 in Map Book 2 at Page 109, Marin County Records. PARCEL 3: All that certain potion of East Railroad Avenue, as shown upon the map entitled, "Map of East San Rafael, Marin Co., CaLli, filed January 21,1908 in Book 2 of Maps at page 109, bounded on the Northeast by the Southwesterly line of Lot 11, as shown upon said map and on the Southwest by the Northwesterly prolongation of the southwesterly line of Lot 1, as shown upon said map. Excepting any portion of the above described property along the shore of San Francisco Bay below the line of natural ordinary high tide, and also excepting any artificial accretions said land waterward of said line of natural ordinary high tide. Also excepting therefrom any portion ofthe above described property within San Rafael Canal and within the natural bed of San Rafael Creek below the line of ordinary high tide. PARCEL4: That portion of the former Bay Counties Railway rights of way, as described in a Deed from J. l. Flood to Bay Counties Railway Company, a corporation, recorded December 5, 1907 in Book 112 of Deeds at Page 177, bounded on the Northwest by the Southeasterly line of Lot R, as shown on the Map entitled, "Map of East San Rafael, Marin Co., Calif.", filed January 21, 1908 in Map Book 2 at Page 109; on the Southeast by the Northwesterly line of Lot 11 in Block 19 and the Northwesterly line of East Railroad, as shown on said Map; on the Southwest by the Northeasterly line of Sonoma Street as shown on said Map; and on the Northeast by the Southerly line of the parcel of land conveyed to the City of San Rafael, a municipal corporation, by Quitclaim Deed recorded March 3, 1920 in Book 211 of Deeds at page 386, Marin County Records. Excepting therefrom that portion conveyed to Eleanor S. Welsh, by Deed recorded June 3, 1968 in Book 2215 of Official Records, at page 406, Marin County Records. PARCEL 5: Commence at the Southwest corner of Lot T as same is shown on that certain Map entitled "Map of East San Rafael, the Map or Plat of which is filed in the Office of the Record of Marin County, in Map Book 2, Page 109, thence S 20 0 28' W. 35 .91 feet along the Westerly line of Lot 11 Block 19 as shown on said Map thence leaving said line and crossing Lot 11 Block 19 N 190 53' E., 173.38 feet to the point of a curve to the right, whose radius is 768 feet and the central angle 45 0 46' thence along said curve 613.46 feet to an intersection with the Easterly line of said Lot 11 Block 19 thence along said line and the Easterly line of said Lot "T" N 39 0 36' W. 252 .02 feet to an intersection with the Southerly boundary of the lands of Beale, thence along said boundary of a curve to the left the tangent of which bears N 85 0 19' W. the radius of which is 875 feet and the central angle of 33 0 01',504.06 feet to a point in the Westerly line of said Lot "T" thence along said line S 20 0 28' W. 227.04 feet to the point of beginning. Together with that portion commencing at the Southwest corner of Lot "T" as the same is shown upon that certain Map entitled "Map of East San Rafael" which is filed in the Office of the Recorder of Marin County in map Book 2, Page 109, thence along the Westerly line of Lot 11 as the same is shown on said Map S 20 0 28' W. 35.91 feet, thence leaving said line S 59 0 53' W. 157.49 feet to a point in the Easterly line of Lot "R" as the same is shown on said Map, which point bears S 20 0 28' W. 33.68 feet from the most Northerly corner of said Lot "R" thence along the Easterly boundary line of Lots "R" and "s" as the same are shown on said Map N 200 28' E. 272 .28 feet the Southerly line of the lands of Beal, thence N 59 0 50' E. 129.43 feet to the point of a curve to the right whose radius is 875 feet and the central angle 10 50' thence along said curve 28.16 feet to the Westerly line of said Lot "T" and thence along said Westerly line of Lot "T" S 20 0 28' W . 236.60 feet more or less to the point of commencement. Also together with that portion commence at the most Northerly corner of Lot "R" as same is shown on that certain Map entitled "Map of East San Rafael ", filed in the Office of the Recorder of Marin County in Map Book 2, at page 109, thence along Easterly line of said Lot, S 20 0 28' W. 35.68 feet, thence leaving said line and crossing said Lot "R" S 59 0 53' W. 535.54 feet to a point in the Westerly line of said Lot "R" said point is further described as bearing N 45 0 40' E. 12.87 feet from the most Westerly corner of said Lot "R", thence along said Westerly boundary of said Lot "R" N 45° 40 1 E. 90.73 feet to the most Southerly corner of Lot "5" of aforesaid Map of East San Rafael, thence following the exterior boundary of said Lot "5" the following courses and distances; N 45° 40 1 E. 175.70 feet, N 2r 121 E. 198.33 feet, N 59° 501 E. 320.50 feet,S 20° 28 1 W. 236.60 feet to the point of beginning, being a strip of land 172 feet in width, more or less, measured on a right line Northerly boundary. Except therefrom any point lying with the above described land granted to the United States of America per Deed recorded April 18, 1921, in Book 225, Page 431, of Deeds. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Stephanie Gindlesperger Extension: 3454 Contractor Name: SolEd Solar Holdings I, LLC (Memorandum of License between San Rafael and SolEd Solar Holdings) Contractor's Contact: Click here to enter text. Contact's Email: Click here to enter text. D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ~ 3/15/2017 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ~ 2 City Attorney a. Review, revise, and comment on draft agreement 3/15/2017 and return to Project Manager N/A ~ -- b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ~ 3 Project Manager Forward three (3) originals of final agreement to Cli ck here to ~ contractor for their signature enter a date 4 Project Manager When necessary, * contractor-signed agreement ~ N/A agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Or D Public Works Contract> $125,000 Cli ck here to Date of Council approval enter a date . PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 3/15/17 Attorney with printed copy of this routing form . 6 City Attorney Review and approve hard copy of signed 3/'2.1/1'7 ~ agreement 7 City Attorney Review and approve insurance in PINS, and bonds tJl1\ JJr (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 3 -lL~17 r'Y 9 City Clerk Attest signatures, retains original agreement and \.-. forwards copies to Project Manager -;.1..'2-·n ~. \3-\ RECEIVED REQUEST FOR LEGAL SERVICES MAR 1 5 2017 CITY ATTORNEY Date Requested: 31 \4 { \ 1-Dated Needed: r-Q wee'(..S Department: ?U'o\\C \Nor'L~ Contact: S-\ ~Qn e an\e Telephone: 3~5~ Request: (Be as specific as possible -Attach related backup material): ~~:~~~~ ~~~a~tt~~~Q\ o:<e COmV\e1ea."lne5e wexe ro(,\\)dec \(\ -\ne 9Q 1\ (?aNe( ~{~e ~xeeroeai) mQf\'cS'. City Attorney Reply: ~~ ~ i.~. LQ~, /r-/Z-Fb j/a.l ~-:J- Date Returned: By: