HomeMy WebLinkAbout1.03 Short Form of Solar LeaseExhibit B - Short Form of Solar Lease Agreement
GY,IIIBIT D
FORM OF
SHORT FORM
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
(Space above this line for Recorder's use only)
SHORT FORM OF SOLAR LEASE
THIS SHORT FORM OF SOLAR LEASE ("Short Form") is made and entered into as of
/Ivy, t rr, 2013, by and between Peregrine 08 Investments, LLC whose residence/mailing
address is On 5:11416 G[cKwbd $(...5s`°(`Ro er"), and Microgrid CSG Portfolio 1, LLC, a Colorado
Limited Liability Company, whose address is 1644 Platte St, 4th Floor, Denver, CO 80202
("Company") (Owner and Company the "Parties" and each a "Party"), and provides as follows:
WITNESSETH
The Parties agree:
1. The Parties have entered into a Solar lease ("Agreement") dated as of /k vs t 17 " , 2017
("Effective Date"). The Agreement grants Company exclusive rights in and to certain land more
particularly described in the attached Exhibit A ("Land") as well as in and to any easements, rights-
of-way, and other rights and benefits relating or appurtenant to the Land ("Property"). The
Agreement also restricts certain uses of and grants certain interests in and to the Property.
2. Generally, the Agreement: (a) concerns the development of solar energy project(s) by
Company involving the Property ("Project"); (b) grants Company easements, leases, and other
rights related to the Property; and, (c) limits, prohibits, and restricts other development or use(s)
of the Property that interfere with the rights granted Company by the Agreement.
3. The Agreement consists of two periods — a "Development Term" and an "Operations
Term" (together the "Term").
The Development Term is two (2) years from the Effective Date.
The Operations Term starts on the earlier of: (a) Company's notice to Owner of the start of the
Operations Terrn; (b) the date that is twelve (12) months after the date of the start of construction
of the Project as set forth in a notice from Company to Owner; or, (c) the first day the Project
delivers electricity in commercial quantities (excluding test energy) and continuing thereafter until
the date that is thirty (30) years after this date, By notice to Owner, Company has the right to
extend the Operations Term for up to two (2) additional consecutive periods of five (5) years each.
4. By the Agreement, Owner grants Company certain exclusive and non-exclusive rights.
For the Development Term, Owner grants Company exclusive rights to the Property for
performing "Development," which means (a) all actions, studies, and tests related to the evaluation
and investigation by Company of the suitability of the Property for solar energy development,
including performing the following on the Property: (i) inspections and surveys; (ii)
archaeological, avian, geologic, and soils studies and tests; (iii) electrical interconnection and
transmission studies and tests; (iv) environmental inspections, studies, and surveys; (v) the
operation of equipment for evaluating, measuring, and monitoring meteorological conditions; and,
(vi) conducting meteorological studies and tests and (b) construction of the Project including of
those systems authorized to be located on the Property during the Operations Term.
For the Operations Term, Company will have exclusive use and possession of the Land and to the
extent permitted under the pertinent grant/right to Owner exclusive right to all other parts of the
Property. Company will have the right to use the Property for Development and for testing,
permitting, construction, operation, maintenance, repair • i 1 . • men r erin and
decommissioning of the Project and for all uses contemplated in the permits or authorizations
relating to the Project, including all activities necessary, incidental or convenient to that use, and
any other lawful uses consistent with the operation of the Project, including, the following
activities (collectively, the "Intended Use"):
As Company deems necessary in its sole discretion, whether on or off the Property,
Company may erect, relocate, repair, replace, maintain, operate and remove (a) on and
from the Land solar energy measurement, collection, conversion, and generation systems
and equipment of any type and quantity, including fences, foundations, racking systems,
inverters, converters, substations, interconnection and switching facilities, tracking
systems, buildings, and other equipment and improvements for the conversion of solar
energy into electricity and for the storage of such electricity and (b) and on and from the
Property transmission, distribution, and communication lines, poles, anchors, support
structures, underground cables, and associated equipment and appurtenances, and roads.
Any such equipment, facilities or other improvements erected or constructed on the
Property are referred to as the "improvements";
Company may remove, trim, prune, top or otherwise control the growth of any tree, shrub,
plant or other vegetation or dismantle, demolish, and remove any improvement, structure,
embankment, impediment, berm, wall, fence or other object, on or that intrudes (or could
intrude) into the Property or that could obstruct, interfere with or impair the Project or the
Intended Use, as well as perform grading on the Property;
Company may occupy, use, renovate, rebuild, demolish, and/or remove any existing
structures on the Property, including use of any structures as office or living quarters in
connection with construction, operation, and management of the Project; and,
Company may control and restrict access onto and over and across the Property.
Owner consents to Company's location of the Improvements at any location on the Property,
including at or near property lines.
5. The Agreement also, among other things: (a) restricts Owner's access to the Property
during the Term; (b) requires Owner to grant such further easements for access and utility purposes
as Company may require; (c) prohibits any activities, whether on or off the Property, that interfere
with the passage of sunlight on to the Property; (d) includes an express grant of a solar easement
as described in Colorado Revised Statutes 38-32.5-100.3 et seq; (e) includes a mechanism for
dividing the Property into multiple separate leases for separate projects; (f) includes a waiver by
Owner of any interest in the Improvements, including any potential lien rights; (g) addresses the
rights of the Parties in the case of a condemnation of all or part of the Property; (h) authorizes
Company to satisfy Owner's obligations that may become a lien or encumbrance on the Property
or Improvements; (i) includes limited remedies and prohibits certain remedies; and, (j) includes
limited bases for termination.
6. The Agreement runs with the Property and includes a quiet enjoyment clause.
7. The Agreement includes broad assignment and finance -related provisions in favor of
Company, including: (a) the right of Company and its assignees to assign (including by
assignment, lease, or sublease, or a grant of licenses, easements, sub -easements or co -easements)
all or part of their rights under the Agreement and/or the Improvements, including for collateral
security purposes; (b) the right of Company or its assignees to mortgage the Leasehold Estate and
the Improvements; (c) the obligation of Owner to give Company and Leasehold Mortgagees notice
of defaults; (d) the right of Leasehold Mortgagees or assignees to exercise Company's rights under
the Agreement and/or take title to the Leasehold Estate, Improvements, and/or Company's rights
under the Agreement (but as provided for in the Agreement Leasehold Mortgagees have no
obligations under the Agreement unless and until they hold a direct interest in the Leasehold
Estate); (e) limited bases for termination (i.e. only in the case of uncured monetary defaults and
after expiration of all applicable cure periods); (f) cure rights in favor of Company and Leasehold
Mortgagees and separate cure periods for Company and Leasehold Mortgagees; and, (f) the
obligation of Owner to execute a new lease if the Agreement is terminated.
8. The conditions, covenants, definitions (including the definition of capitalized terms not
defined in this Short Form), limitations, restrictions, and terms governing the encumbrances
imposed on the Property, restrictions on use of the Property, and rights granted in and to the
Property are set forth in the Agreement. Without limitation, and except as expressly authorized by
the Agreement, these include Owner's covenant to not grant any third party any rights to evaluate
or develop the Property. Also, the Agreement specifies limitations, requirements, and/or
restrictions, on: (a) the conveyance and development of mineral rights associated with the Property
(including a surface use relinquishment by Owner, as well as a requirement that any mineral
interest owners enter a surface use or accommodation agreement with Company); (b) interference
with the Project and/or with the rights granted in the Agreement; and/or, (c) "severance" of solar
rights associated with the Property or revenue related to the Agreement.
9. Also by the Agreement Owner covenants: (a) to obtain for the benefit of Company a non-
disturbance and subordination agreement from each holder of' an interest in the Property; (b) to
amend the Agreement as Company may request in connection with its financing; and, (c) to
execute consents and estoppel certificates as Company may request from time-to-time.
10. The Parties have executed and recorded this Short Form for the purpose of giving record
notice of the Agreement, of the exclusive easements, leases, and rights it grants, and of certain
restrictions it imposes. All of the conditions, covenants, and terms regarding the Agreement are
more particularly set forth in the Agreement, which is incorporated by this reference. In the event
of any conflict between the conditions and terms set forth in this Short Form and the conditions
and terms set forth in the Agreement, the conditions and terms of the Agreement will control and
govern. This Short Form may be executed and/or recorded in counterparts.
SIGNATURE PAGES FOLLOW
SIGNATURE PAGE TO
SHORT FORM OF SOLAR LEASE
IN WITNESS WHEREOF, the Parties have executed this SHORT FORM OF SOLAR LEASE as
of the date set forth above.
OWNER: Peregrine 08 Investments, LLC
r
STATE OF (0 d 6
)ss.
COUNTY OF
On / v v s f /7 f- 20 17 , before me, the undersigned, a Notary Public in and for said County
and State, personally appeared J(,) 2-i1 n personally known to me (or 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 within instrument.
WITNESS my hand and official seal.
Notary Ptablic ..
Commission Expires:
y--/JO%o o
JONATHAN FITZPATRICK
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20124051995
MY COMMISSION EXPIRES AUGUST 10, 2020
SIGNATURE PAGE TO
SHORT FORM OF SOLAR LEASE
IN WITNESS WHEREOF, the Parties have executed this SHORT FORM OF SOLAR LEASE as
of the date set forth above.
Company: Microgrid CSG Portfolio 1, LLC
By: �� ,�c
Name: Rr L/�ucr-
Title: C—E-0
ACKNOWLEDGEMENT
STATE OF (6 ![NGd 0 )
)ss.
COUNTY OF A4. -v, )
On /}v5„ t t , 2017-, before me, the undersigned, a Notary Public in and for said County and
State, personally appeared /2;c , personally known to me (or 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 within instrument.
WITNESS my hand and official seal.
Notary ' ub i
Commission Expires:
JONATHAN FITZPATRICK
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20124051996
MY COMMISSION EXPIRES AUGUST 10, 2020
EXHIBIT A TO
SHORT FORM OF SOLAR LEASE
DESCRIPTION OF THE LAND
THAT CERTAIN REAL PROPERTY LOCATED IN GARFIELD COUNTY, COLORADO,
DESCRIBED AS:
Parcel
Township
Range
Section
Portion of Section
Acreage
217905400056
6S
92W
5
S2 S2
7.5
Total Acreage
41.85