Agenda packet — Colton City Council, June 28, 2023

NOTICE AND CALL OF SPECIAL MEETING

It is hereby noticed that the City Council of the City of Colton has called a Special Meeting on June 28, 2023 at 5:30 p.m. for the purpose of discussing the item(s) listed below. The Meeting will be held in the City Council Chambers at City Hall, 650 N. La Cadena Drive, Colton, CA 92324.

1 CITY OF COLTON
City Hall, Council Chambers
650 N. La Cadena Drive
Colton, CA 92324
Website: www.coltonca.gov

Mayor Frank J. Navarro
Council Members:

David J. Toro – District 1
Kelly J. Chastain – District 2
Dr. Luis S. Gonzalez – District 3
John R. Echevarria – District 4

City Treasurer Aurelio De La Torre

City Manager William R. Smith
City Attorney Carlos Campos

AGENDA

CITY COUNCIL,

COLTON UTILITY AUTHORITY, COLTON PUBLIC FINANCING AUTHORITY,

COLTON HOUSING AUTHORITY

SPECIAL MEETING
WEDNESDAY, JUNE 28, 2023 – 5:30 P.M.

CITY HALL, COUNCIL CHAMBERS

OPEN SESSION
5:30 P.M.

ROLL CALL

MAYOR AND COUNCIL ITEMS

2 GIFT DISCLOSURES
Prior to rendering a decision in any proceeding involving a license, permit, contract or other entitlement pending before the City Council, any Council Member who has received been promised a gift or gifts aggregating $50.00 or more in value within the preceding twelve months from a party or participant in the proceeding shall disclose that fact either orally or in writing during open session. This disclosure shall be made part of the official public record of the proceeding, either as part of the minutes of the meeting or as a separate writing filed with the city. (CMC Section 2.04.030) AB 1234 ORAL REPORTS
Members of the City Council shall provide brief reports on meetings attended at the expense of the city. (GC Section 53232.3(d))

PUBLIC COMMENT Limit 3 Minutes
This is the portion of the meeting specifically set aside to invite your comments regarding the Business items and other general comments about matters not on the agenda; however, any matter that requires action will be referred to staff for investigation and report at a subsequent Council meeting. The Council is prohibited by law from discussing or taking immediate action on items during this public comment period.

Persons desiring to submit paperwork to the City Council Members shall provide copy of any paperwork to the City Clerk for the Official Record.

Speakers will be limited to 3 minutes; provided, however, that the presiding officer shall have certain discretion to extend or limit time as provided for in the City Council Manual of Procedure.

Please state your name and your City of Residence before providing your comment.

BUSINESS ITEMS
(1) Lease Agreement Amendment - Drews Substation - Approve 2nd Amendment to the Drews Substation Lease Agreement with Colton Power, LLC, and Resolution Amending the Budget for Fiscal Year 2022 -23, RESOLUTION NO. R-67-23.
[Staff Person: Brian Dickinson]
(2) Lease Agreement Amendment - Century Substation - Approve 2nd Amendment to the Century Substation Lease Agreement with Colton Power, LLC, and Resolution Amending the Budget for Fiscal Year 2022 -23, RESOLUTION NO. R-66-23.
[Staff Person: Brian Dickinson]

ADJOURNMENT

3 I, Stephanie Vargas , Deputy City Clerk, hereby certify that a true and correct, accurate copy of the foregoing agenda was posted at least twenty-four (24) hours prior to the meeting per Government Code 54956 (a), at the following locations:

City of Colton City Hall 650 N. La Cadena Drive
City of Colton Website, www.coltonca.gov http://www.coltonca.gov

PROCEDURES FOR ADDRESSING CITY COUNCIL

For the Official Record, it is requested that you obtain a card from the Dep uty City Clerk and complete it by noting a specific item number on the Agenda, if applicable, or you can identify the subject that you wish to address under the Public Comment portion of the Agenda. The City Council encourages public input on all City issu es within the Rules of Decorum. Speakers will be limited to the time periods provided on the Agenda; provided, however, that the presiding officer shall have certain discretion to extend or limit time as provided for in the City Council Manual of Procedure.

RULES OF DECORUM

To help conduct the business of the City Council in an orderly fashion, the City Council has adopted rules pertaining to decorum and order, as provided for in the City Council Manual of Procedure. The City Council will strictly enfor ce these rules in order to allow full expression of ideas and opinions by councilmembers, staff and the public. Generally, the City's rules of decorum prohibit comments or actions which willfully disrupt the meeting. All remarks and questions shall be ad dressed to the Council as a whole and not to any particular member. No individual Councilmember or member of the City staff shall be questioned without first obtaining permission from the Presiding Officer. The City Council asks that all persons - including councilmembers, staff and the public - act and speak respectfully.

NOTICE TO PUBLIC

Staff reports or other written documentation relating to each item referred to, on the Agenda, are available for public inspection at the following locations: Office of the City Clerk, 650 N. La Cadena Drive, Colton, CA; City of Colton Public Library, 656 9 th St., Colton, CA; or the City of Colton Internet Website, www.coltonca.gov. Any person having questions concerning any it em on the Agenda may call the City Clerk at 370 -5191 to make inquiry concerning the nature of the item described on the Agenda. The City Clerk shall direct inquiries to the appropriate office.

All matters listed under the Consent Calendar are considered b y the City Council to be routine and will all be enacted by one motion. There will be no separate discussion of these items prior to the time the City Council votes on the motion, unless councilmembers, staff or the public request that specific items be discussed and/or removed for separate discussions or action.

4 In compliance with the American with Disabilities Act, if you need special assistance to participate in a City Meeting, please contact the City Clerk’s Office at 909 -370-5001. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

LEGAL CHALLENGES

If you challenge in court any discussion or action taken concerning an item on this Agenda, you may be limited to rais ing only those issues you or someone else raised during the meeting or in written correspondence delivered to the City at or prior to the City's consideration of the item at the meeting.

MANUAL OF PROCEDURE

The City Council adopted its Manual of Procedur e pursuant to Resolution No. R -41-18. Copies are available in the Office of the City Clerk.

ITEM NO. 1

STAFF REPORT

DATE: JUNE 28, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: APPROVE 2ND AMENDMENT TO THE DREWS SUBSTATION

LEASE AGREEMENT WITH COLTON POWER, LLC, AND
RESOLUTION AMENDING THE BUDGET FOR FISCAL YEAR 2022-
23, RESOLUTION R-67-23.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

1. Approve Second Amendment to Drews Substation Lease Agreement.

2. Adopt Resolution R -67-23 Amending the FY2022 -23 Budget to increase revenue to recognize the one-time payment included in the terms of the Lease Amendment

BACKGROUND

On December 20, 2000, the City entered into a lease agreement with Allianc e Colton, LLC for the Drews Substation. The City and Alliance Colton, LLC amended the lease on April 4, 2001 to modify the lease renewal procedure. On July 20, 2001, the City consented to an assignment of the lease from Alliance Colton, LLC to the current lessee, Colton Power, LLC (Colton Power).

The initial term of the lease was for 15 years beginning January 31, 2001 through January 31, 2016, with the option for the lessee to extend the term for two additional 5 -year terms through January 31, 2026. On May 12, 2015, Colton Power exercised its renewal option for the first additional 5-year term through January 31, 2021. In January 2022, the City agreed to extend the agreement through June 2022 and monthly thereafter. On December 6, 2022, the City Cou ncil adopted Resolution No. R -122-22 extending the term through December 31, 2027 so the parties could negotiate a long -term extension of the lease. Unfortunately, Colton Power indicated they 1 Packet Pg. 5
Staff Report to the Mayor and City Council
Lease Agreement Amendment - Drews Substation
June 28, 2023

Page 2 ends

were not aware of those terms and didn’t agree to the terms of the lease extension. Colton Power did not enter into a fully executed agreement with the City.

The Second Amendment is being considered at a Special Meeting of the City Council since the City and Colton Power have been in lengthy negotiations over the amendment, and as discussed below, Colton Power has offered the City an additional one -time payment of $1,000,000 to execute the lease amendment by July 1.

ISSUES/ANALYSIS

And, in exchange for the automatic extension of 10 years, Colton Power has offered a one-time payment in the amount of $1,000,000 due and payable to the City upon execution of the Second Amendment. Colton Power is offering the additional $1,000,000 to attain certainty with its financing and energy contracts if the City will approve and execute the amendment by July 1.

The proposed lease amendment would also increase the total commercial general liability insurance coverage to $5,000,000 and would allow the City utility the option to procure resource adequacy capacity at a discounted ma rket price of 25% should it become available by Colton Power for sale.

The terms of the Second Amendment was presented to the Utilities Commission on June 12, 2023, and the Commission recommended approval.

The City and Colton Power intend to extend the corresponding interconnection agreement for the Drews substation and will come back to the Council for approval of an amendment of that agreement.

FISCAL IMPACTS

The proposed terms require Colton Power to pay $30,018.97/month , this amount includes a retroactive amount of $7,109.76/month through the end of calendar year (CY) 2023. In CY 2024, the new lease amount would be $24,054 .68/month. Beginning in CY 2024 , the proposed Second Amendment has a 5% annual escalator over the prior year through the term of the lease.

1 Packet Pg. 6
Staff Report to the Mayor and City Council
Lease Agreement Amendment - Drews Substation
June 28, 2023

Page 3 ends

Additionally, the Electric Utility would recognize an additional one -time payment of $1,000,000 to execute the lease amend ment by July 1. Resolution R -67-23 will amend the FY2022 -23 budget to increase revenue in Electric Utility Fund Lease Revenue Account number 520 -7898- 000 to recognize the one-time payment.

ALTERNATIVES

If the City Council does not approve the Second Amendment, the Century Substation lease agreement will continue as is, the City will forfeit the one-time payment, and the current lease will expire on January 31, 2026.

ATTACHMENT

1. Colton - Drews Substation Lease 12-06-2000

2. Colton - 1st Amendment Drews Substation Lease 04-04-2001

3. Colton - Drews Assig... of Lease not fully executed 07-20-2001

4. Partially Executed Colton Drews Memorandum of Lease 05-31-2023

5. Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023

6. Resolution R-67-23 Approve and Adopt a Resolution to Approve 2nd Amendment to Drews Substation Lease Agreement Adjustment Final 06-26-2023
1 Packet Pg. 7
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 8
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 9
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 10
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 11
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 12
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 13
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 14
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 15
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 16
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 17
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 18
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 19
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 20
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 21
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 22
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 23
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 24
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 25
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 26
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 27
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 28
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 29
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 30
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 31
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 32
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 33
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 34
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 35
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.a
Packet Pg. 36
Attachment: Colton - Drews Substation Lease 12-06-2000 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 37
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 38
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 39
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 40
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 41
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 42
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 43
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 44
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.b
Packet Pg. 45
Attachment: Colton - 1st Amendment Drews Substation Lease 04-04-2001 (4104 : Lease Agreement Amendment - Drews Substation)

ASSIGNMENT
OF
LEASE
(Drews
Substation)
This

ASSIGNMENT
OF
LEASE
("Assignment")
is
made
as
of
July
20,
2001
("Assignment
Date"),
by
and
between
Alliance
Colton,
LLC,
a
Califomia
limited
liability
company
(which
is
erroneously
referred
to
in
the
Original
Lease
as
a
"corporation")
("Assignor")
and
Colton
Power
L.P.,
a
Delaware
limited
partnership
("Assignee"),
in
connection
with
that
certain
City
of
Colton
Drews
Substation
Lease
Agreement,
dated
December
6,
2000,
between
City
of
Colton,
a
Califomia
municipal
corporation
("Lessor"),
and
Assignor
as
Lessee
(the
"Original
Lease")
(as
amended
by
that
certain
First
Amendment
to
the
Drews
Substation
Lease
Agreement,
dated
April
4,
2001,
the
"Lease"),
for
the
premises
at
559
S.

Pepper
Ave.,
Colton,
Califomia,
commonly
known
as
the
Drews
Substation
("Premises"),
and
more
particularly
described
in
the
Exhibit
A
attached
hereto.

Unless
otherwise
indicated
in
this
Assignment,
defined
terms
used
in
this
Assignment
have
the
same
meanings
as
in
the
Lease.

1. Correction
of
Legal
Description
of
the
Premises.

The
parties
hereto
confirm
that
the
correct
legal
description
of
the
Premises
is
attached
hereto
as
Exhibit
A,
which
correct
legal
description
entirely
replaces
and
supercedes
the
legal
description
attached
to
the
Lease.

2. Assignment
of
Lease.

Assignor
hereby
grants,
conveys
and
assigns
to
Assignee,
effective
as
of
the
Assignment
Date,
all
of
Assignor's
right,
title
and
interest
in,
to,
and
under
the
Lease.

3. Assumption
of
Obligations.

Assignor
hereby
assigns
and
delegates
to
Assignee,
and
Assignee
hereby
assumes,
all
rights
and
obligations
of
Assignor
under
the
Lease
which
accrue
on
or
after
the
Assignment
Date.

Assignee
hereby
agrees
to
defend,
indemnify
and
hold
Assignor
harmless
from
all
claims,
demands,
causes
of
action,
liabilities,
losses,
costs
and
expenses
(including,
without
limitation,
reasonable
attomeys'
fees)
arising
from
or
in
connection
with
any
obligations
assumed
by
Assignee
under
this
Assignment
which
accrue
on
or
after
the
Assignment
Date.

Accordingly,
Assignee
shall
pay
and
perform
directly
to
and
for
the
benefit
of
Lessor
all
monetary
and
non-monetary
obligations
accruing
under
the
Lease
on
or
after
the
Assignment
Date.

Assignor
hereby
agrees
to
defend,
indemnify
and
hold
Assignee
harmless
from
all
claims,
demands,
causes
of
action,
liabilities,
losses,
costs
and
expenses
(including,
without
limitation,
reasonable
attomeys'
fees)
arising
from
or
in
connection
with
any
obligations
of
Assignor
under
the
Lease
which
accrue
before
the
Assignment
Date.

4. Consent
to
Assignment.

Notwithstanding
anything
to
the
contrary
contained
herein,
no
assignment
by
Assignor
to
Assignee
described
herein
shall
be
effective
unless
and
until
Assignor
and
Assignee
shall
have
obtained
the
signature
of
Lessor
below
consenting
to
this
Assignment.

5. Prorations.

All
rent
or
other
charges
payable
under
the
Lease
or
in
connection
with
the
Premises
shall
be
prorated
between
Assignor
and
Assignee
as
of
the
Assignment
Date.

All
utilities
and
insurance
payable
under
the
Lease
or
in
connection
with
the
Premises
shall
be
prorated
between
Assignor
and
Assignee
as
of
the
Assignment
Date.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 46
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

6. Liability.

Except
as
expressly
provided
otherwise
in
this
Assignment,
Assignor's
liability
for
the
Lessee's
obligations
under
the
Lease
shall
terminate
as
of
the
Assignment
Date.

7. Memorandum
of
Lease.

Concurrently
with
the
execution
of
this
Assignment,
Lessor
and
Assignee
shall
sign
and
record
in
the
Official
Records
of
San
Bemardino,
Califomia
an
Amended
and
Restated
Memorandum
of
Lease
substantially
in
the
form
attached
hereto
as
Exhibit
B
confirming
the
Assignment
to
Assignee
hereunder.

8. Further
Assurances.

Each
party
to
this
Assignment
shall
execute
and
deliver
to
each
other
party
all
documents,
and
shall
take
all
actions,
reasonably
required
by
such
other
party
from
time
to
time
to
confirm
or
effect
the
matters
set
forth
in
this
Assignment,
or
otherwise
to
carry
out
the
purposes
of
this
Assignment.

9. No
Broker.

Assignor
and
Assignee
warrant
that
they
have
had
no
dealings
with
any
finder,
real
estate
broker
or
agent
in
connection
with
this
Assignment
or
the
transactions
contemplated
herein.

Assignor
and
Assignee
agree
to
indemnify
and
defend
Lessor
from
any
cost,
expense,
claim,
loss
or
liability
for
any
compensation,
fee,
commission
or
charge
claimed
by
any
party
claiming
by,
through
or
on
behalf
of
Assignor
or
Assignee
with
respect
to
this
Assignment
or
the
transactions
contemplated
herein.

10. Entire
Agreement.

This
Assignment,
together
with
the
below
Lessor's
Consent,
constitutes
the
entire
agreement
between
the
parties
with
respect
to
the
assignment
of
the
Lease
to
Assignee.

11. SUBMISSION
TO
JURISDICTION;
WAIVERS.
(a)

ASSIGNOR
AND

ASSIGNEE
EACH
HEREBY

IRREVOCABLY
AND
UNCONDITIONALLY:
(i)

SUBMITS
FOR
ITSELF
AND
ITS

PROPERTY
IN
ANY
LEGAL
ACTION
OR

PROCEEDING

RELATING
TO
THIS

ASSIGNMENT,
OR
FOR

RECOGNITION
AND

ENFORCEMENT
OF
ANY

JUDGMENT
IN

RESPECT

THEREOF,
TO
THE
NON-

EXCLUSIVE

GENERAL

JURISDICTION
OF
THE
COURTS
OF
THE
STATES
OF

DELAWARE
AND
NEW
YORK,
THE
COURTS
OF
THE
UNITED
STATES
OF

AMERICA
FOR
THE

DISTRICT
OF

DELAWARE
AND
THE

SOUTHERN

DISTRICT
OF
NEW
YORK,
AND

APPELLATE
COURTS
FROM
ANY
THEREOF;
(ii)

CONSENTS
THAT
ANY
SUCH
ACTION
OR

PROCEEDING
MAY
BE

BROUGHT
IN
SUCH

COURTS,
AND
WAIVES
ANY

OBJECTION
THAT
IT
MAY
NOW
OR

HEREAFTER
HAVE
TO
THE
VENUE
OF
ANY
SUCH
ACTION
OR

PROCEEDING
IN
ANY
SUCH
COURT
OR
THAT
SUCH
ACTION
OR

PROCEEDING
WAS

BROUGHT
IN
ANY

INCONVENIENT
COURT
AND
AGREES
NOT
TO
PLEAD
OR
CLAIM
THE
SAME;
(iii)
AGREES
THAT

SERVICE
OF

PROCESS
IN
ANY
SUCH
ACTION
OR

PROCEEDING
MAY
BE

EFFECTED
BY

MAILING
A
COPY

THEREOF
BY

REGISTERED
OR

CERTIFIED
MAIL
(OR
ANY

SUBSTANTIALLY

SIMILAR
FORM
OF
MAIL),

POSTAGE

PREPAID,
TO
EACH
OF
THE

PARTIES
AT
THEIR
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 47
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

RESPECTIVE

ADDRESSES
OF
WHICH
THE
OTHER
PARTY
HERETO
SHALL
HAVE
BEEN

NOTIFIED
IN
WRITING;
AND
(iv)
AGREES
THAT

NOTHING
HEREIN
SHALL
AFFECT
THE
RIGHT
TO
EFFECT

SERVICE
OF

PROCESS
IN
ANY
OTHER
MANNER

PERMITTED
BY
LAW
OR
SHALL
LIMIT
THE
RIGHT
TO
SUE
IN
ANY
OTHER
JURISDICTION.
(b)
EACH
PARTY
HERETO
HEREBY

IRREVOCABLY
AND

UNCONDITIONALLY
WAIVES
TRIAL
BY
JURY
IN
ANY
LEGAL
ACTION
OR

PROCEEDING

REFERRED
TO
IN

PARAGRAPH
(a)
ABOVE.

12. Miscellaneous.

This
Assignment
shall
bind,
and
shall
inure
to
the
benefit
of,
the
successors
and
assigns
of
the
parties
hereto.

This
Assignment
may
be
executed
in
counterparts
with
the
same
effect
as
if
the
parties
had
executed
one
instrument,
and
each
such
counterpart
shall
constitute
an
original
of
this
Assignment.

No
provision
of
this
Assignment
that
is
held
to
be
inoperative,
unenforceable
or
invalid
shall
affect
the
remaining
provisions,
and
to
this
end
all
provisions
of
this
Assignment
shall
be
severable.

Time
is
of
the
essence
of
this
Assignment.

This
Assignment
shall
be
governed
by
the
laws
of
the
State
of
New
York.

If
any
dispute
arises
under
this
Assignment,
the
party
prevailing
in
that
dispute
shall
be
entitled
to
recover
all
costs
and
reasonable
attomey's
fees
incurred
therein.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 48
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

NOW,

THEREFORE,
the
parties
have
executed
this
Assignment
as
of
the
date
first
written
above.

AS
SIGNOR:

ALLIANCE

COLTON,
LLC,
a
California
limited
liability
company
By:

ALLIANCE
POWER,
INC.

Its
Manager
By:

Name.
(
-A
,
0 I
c.w
Title:
be
ASSIGNEE:

COLTON
POWER
L.P.,
a
Delaware
limited
partnership
By:

PE-COLTON
Its
General
Partner
By
Name
Title
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 49
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

LESSOR'S

CONSENT
The
undersigned
is
the
record
fee
title
owner
of
the
Premises
and
the
Lessor
under
the
Lease
described
in
the
foregoing
Assignment,
hereby
(a)
waives
the
thirty
(30)-day
notice
requirement
set
forth
in
Section

3.16 of
the
Lease,
(b)
consents
to
all
provisions
of
this
Assignment,
including,
without
limitation,
the
correct
legal
description
attached
hereto
as
Exhibit
4,
(c)
agrees
to
attom
to
and
recognize
Colton
Power
L.P.,
a
Delaware
limited
partnership,
as
Lessee
under
the
Lease
from
and
after
the
Assignment
Date;
(d)
agrees
that
from
and
after
the
Assignment
Date,
Assignor
shall
be
released
from
all
further
obligations
as
the
"Lessee"
under
the
Lease;
and
(e)
agrees
to
execute
and
deliver
an
Amended
and
Restated
Memorandum
of
Lease
substantially
in
the
form
attached
hereto
as
Exhibit
B
for
recordation
in
the
Official
Records
of
San
Bemardino,
Califomia.

LESSOR:

CITY
OF

COLTON,
a
Califomia
municipal
corporation
By
:
;<
p
,
Name:

Title:
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 50
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

CALIFORNIA

ALL-PURPOSE

ACKNOWLEDGMENT
State
of
ck
GY
J')
1 County
of
7 3"
On
7 /
0 C
before
me,
'
16 iv
/
DATE
,
'
NAME,
TITLE
OF

OFFICER
-
E.G.,
"JANE
DOE,
NOTARY
PUBLIC"
personally
appeared

NAME(S)
OF

SIGNER(S)
personally
known
to
me
-OR-
0 proved
to
me
on
the
basis,
of
satisfactory
evidence
to
be
the
persozi
whose
name
subscribed
to
the
ithin
instrument
and
ackno
d
to
me
that
hf/
he/t
executed
the
sa
tl
it
authorized
capacity(ig
,
and
that
by
er/t
signature($
on
the
instrument
the
person
,
or
t
e
entity
upon
behalf
of
which
the
person(
.
-
-
.
.
.
.
.
.
.
.
a
acted,
executed
the
instrument.

OUVIA
R.

FLORES
Commission
#
1184874

WITNESS
my
hand
and
official
seal.

Notary
Public
-
Califamia
i.,
J
son
Bommsno
county
,
{
MyCamm.EupkesMay25,2W
*
'
'
F
A./

SIGNATURE
OF
NOTARY

OPTIONAL
Though
the
data
below
is
not
required
by
law,
it
may
prove
valuable
to
persons
relying
on
the
document
and
could
prevent
fraudulent
reattachment
of
this
form.

CAPACITY

CLAIMED
BY
SIGNER

DESCRIPTION
OF

ATTACHED

DOCUMENT
0 INDIVIDUAL

CORPORATE

OFFICER
ITLE
OR
TYPE
OF

DOCUMENT
Title(s)
Title(s)
NUMBER
OF
PAGES
0 PARTNER(S)
O

LIMITED
0 GENERAL
0 ATTORNEY-IN-FACT
O

TRUSTEE(S
O

GUARDIAN/CONSERVATOR
DATE
OF

DOCUMENT
O
OTHER:

SIGNER
IS
REPRESENTING:

SIGNER(S)
OTHER
THAN
NAMED
ABOVE
NAME
OF

PERSON(S)
OR

ENTITY(IES)

SIGNER(S)
OTHER
THAN
NAMED
ABOVE
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 51
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

EXHIBIT
A
Legal
Description
of
the
Premises
[To
Be
Attached]
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 52
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

DESCRIPTION
TWO

PORTIONS
OF
LAND

HEREINAFTER

REFERRED
TO
AS
LOT
1 AND
LOT
2,
BEING
A

PORTION
OF
PARCEL
1 IN
THE
CITY
OF

COLTON,
COUNTY
OF
SAN

BERNARDINO,
STATE
OF

CALIFORNIA,

SITUATED
IN

SECTION
25,

TOWNERIP
1 SOUTH,
RANGE
5 WEST,
SAN

BERNARDINO

MERIDIAN,
AS
SHOWN
BY
PARCEL
MAP
14927
ON
FILE
IN
BOOK
179
OF
PARCEL
RAPS,
PAGES
52 AND
53,

RECORDS
OF
SAN

BERNARDINO

COUNTY,

CALIFORNIA,
BEING
MORE

FARTICULARLY

DESCRIBED
AS
FOLLOWS:

LOT
1 COMMENCING
AT
THE

SOUTHWEST
CORNER
OF
SAID
PARCEL
1;
THENCE
ALONG
THE

SOUTHERLY
LINE
OF
SAID
PARCEL
1 NORTH
890
15'
01"
EAST,
A

DISTANCE
OF
42,90
PEEf;
TKENCE
AT
A
RIGHT
ANGLE
NORTH
000
44'
59"
WEST,
A

DISTANCE
OF
53,84
FEET
TO
THE
POINT
OF
BEGINNING;
THENCE
NORTH
12*
35'
53"
WEST,
A

DISTANCE
OF
111.54
FEET;
THENCE

PARALLEL
TO
TKE

WESITRLY
LINE
OF
SAID
PARCEL
1 NORTH
00*
44'
59"
WEST.

DISTANCE
OF
252.00
FEET;
THENCE
AT
A
RIGHT
ANGLE
NORTE
89*
15'
01"
EAST,
A

DISTANCE
OF.270.
oG
FEST:

THENCE
AT
A
RIGHT
ANGLE
SOUTH
00'
44'
59"
EAST,
A

DISTANCE
OF

45.38 FEET;
THENCE
AT
A
RIGHT
ANGLE
SOUTH
89'
15'
01"
WEST,
A

DISTANCE
OF
32-93
FEET;
THENCE
AT
A
RIGHT
ANGLE
NORTH
00s
44'
59"
WEST,
A

DISTANCE
OF

13.54 FEET;
THENCE
AT
A
RIGHT
ANGLE
SOUTH

89. 15'
01"
WEST,
A

DISTANCE
OF

42.00 FEET;
THENCE
AT
A
RIGHT
ANGLE
NORTH
00'
44'
596
WEST,
A

DISTANCE
OF

14.50 FEET;
THENCE
At
A
RIGHT
ANGLE
SOUTH
89@
15'
01"
WEST,
A

DISTANCE
OF

98.42 FEET;
TRENCE
AT
A
RIGHT
ANGLE
SOUTH
000
44'
59"
EAST,
A

DISTANCE
OF
292.67
FEET:

THENCE
AT
A
RIGHT
ANGLE
SOUTH
89'
15'
01"
MEST,
A

DISTANCE
OF

10.47 FEET;
THENCE
SOUTH
12*
35'
53"
RAST,
A

DISTANCE
OP

19.72 FEET;
THENCE
AT
A
RIGHT
ANGLE
SOUTE
77'
24'
07"
WEST,
A

DISTANCE
OF
3-B2
FEET:

TEENCE
AT
A
RIGHT
ANGLE
SOUTH
12*
35'
53"
EAST,
A

DISTANCE
OF
29,GG
FEET
THENCE
AT
A
RIGHT
ANGLE
SOUTH
77'
24'
07"
WEST,
A

DISTANCE
OF

9.99 FEET
TO
THE
POINT
OF
BEGINNING.

LOT
2 COMMENCING
AT
THE

NORTHEAST
CORRER
OF
SAID
PARCEL
1;
THENCE
SOUTH
00'
44'
59"
EAST
ALONG
THE

EASTERLY
LINE
OF
SAID
PARCEL

1. A

DISTANCE
OF
196.37
PEST;
THENCE
AT
A
RIGHT
ANGLE
SOUTH
BS'
15'
01"
WEST,
A

DISTANCE
OF

41.96 FEET
TO
THE
POINT
OF
BEGINNING;
THENCE
AT
A
RIGHT
ANGLE
SQUTH
00'
44'
59"
SA5T.

DTSTANCE
OF

26.00 FEET;
THENCE
AT
A
RIGHT
ANGLE
SOUTH
89*
15'
01"
WEST.

DTSTANCE
OF

16.00 FEET:

THENCE
AT
A
RIGHT
ANGLE
NORTH
00*
44'
59"
WEST.

DISTANCE
CF

26.00 FEET:

THENCE
AT
A
RIGHT
ANGLE
NORTH
89*
15'
01"
EAST,
A

DISTANCE
OF

16.00 FEET
TO
THE
POINT
OF
BEGINNING.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 53
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

EXHIBIT
B
Form
of
Amended
and
Restated
Memorandum
of
Lease
[To
Be
Attached)
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 54
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

RECORDING

REQUESTED
BY
For
Exhibit
Only
AND
WHEN

RECORDED
RETURN
TO:

Do
Not
Execute
This
Copy
Colton
Power
L.P.
100
Clinton
Square,
Suite
403
126
N.

Salina
St.

Syracuse,
NY
13202
Attn:

Donald
W.

Scholl,
Esq.

AMENDED
AND

RESTATED

MEMORANDUM
OF
LEASE

AGREEMENT
(Drews
Substation)
THIS

AMENDED
AND

RESTATED

MEMORANDUM
OF
LEASE

AGREEMENT
("Amended
Memorandum"),
is
made
as
of
,
2001
("Effective
Date"),
by
and
between
the
City
of
Colton,
a
California
municipal
corporation
("Lessor"),
and
Colton
Power
L.P.,
a
Delaware
limited
partnership
("Lessee"),
successor-in-interest
to
Alliance
Colton,
LLC,
a
Califomia
limited
liability
company
(which
is
erroneously
referred
to
in
the
Original
Lease
(as
defined
below)
as
a
"corporation")
("Original
Lessee").

1. Lessor
and
Original
Lessee
entered
into
a
certain
unrecorded
City
of
Colton
Drews
Substation
Lease
Agreement
dated
December
6,
2000
("Original
Lease").

The
Original
Lease
was
amended
by
that
certain
First
Amendment
to
the
Drews
Substation
Lease
Agreement
dated
April
4,
2001
("First
Amendment").

A
memorandum
of
the
Original
Lease,
as
amended
by
the
First
Amendment,
was
recorded
in
the
official
records
of
San
Bemardino
County,
Califomia
on
June
14,
2001
as
Instrument
No.
20010231319
(the
"Original
Memorandum
of
Lease").

Lessee
has
acquired
Original
Lessee's
interest
under
the
Lease
(as
defined
below)
by
means
of
an
assignment.

2. The
Original
Lease,
as
amended
by
the
First
Amendment,
was
further
amended
by
that
certain
Assignment
of
Lease
dated
,
2001
("Assignment").

In
accordance
with
the
provisions
of
the
Assignment,
the
parties
hereto
confirm
that
the
correct
legal
description
of
the
Premises
(as
defined
in
the
Original
Lease
as
amended
by
the
First
Amendment)
is
attached
hereto
as
Exhibit
A,
which
correct
legal
description
entirely
replaces
and
supercedes
the
legal
descriptions
in
the
Original
Lease,
the
First
Amendment
and
the
Original
Memorandum
of
Lease.

The
Original
Lease
as
amended
and
modified
by
the
First
Amendment
and
the
Assignment
is
hereinafter
referred
to
as
the
"Lease."
The
terms
and
conditions
of
the
Lease
are
incorporated
herein
by
reference,
and
in
consideration
of
the
rent
and
covenants
therein
provided,
Lessor
does
hereby
lease
to
Lessee,
and
Lessee
hereby
rents
and
accepts
from
Lessor,
the
Premises
for
a
term
which
commenced
on
January
31,
2001
and
shall
expire
on
January
31,
2016,
unless
such
term
is
extended
pursuant
to
two
(2)
extension
options
of
five
(5)
years
each
as
more
specifically
provided
in
the
Lease.

In
the
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 55
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation) event
of
any
conflict
between
the
terms
of
this
Amended
Memorandum
and
the
terms
of
the
Lease,
the
terms
of
the
Lease
shall
prevail
and
be
controlling.

3. This
Amended
Memorandum
amends
and
restates
in
its
entirety
the
Original
Memorandum
of
Lease.

WITNESS

WHEREOF,
Lessor
and
Lessee
have
duly
executed
this
Amended
Memorandum
as
of
the
day
and
year
first
above
written.

LESSOR:

For
Exhibit
Only
Do
Not
Execute
This
Copy
City
of
Colton,
a
Califomia
municipal
corporation
By:

Its:

LESSEE:

Colton
Power
L.P.,
a
Delaware
limited
partnership
By:

PE-Colton,
LLC,
its
General
Partner
By:

Its:
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

1.c
Packet Pg. 56
Attachment: Colton - Drews Assig... of Lease not fully executed 07-20-2001 (4104 : Lease Agreement Amendment - Drews Substation)

1.d
Packet Pg. 57
Attachment: Partially Executed Colton Drews Memorandum of Lease 05-31-2023 (4104 : Lease Agreement Amendment - Drews Substation)

1.d
Packet Pg. 58
Attachment: Partially Executed Colton Drews Memorandum of Lease 05-31-2023 (4104 : Lease Agreement Amendment - Drews Substation)

Page 1 of 3 ends

SECOND AMENDMENT

TO THE CITY OF COLTON

DREWS SUBSTATION LEASE AGREEMENT
This SECOND AMENDMENT TO THE CITY OF COLTON DREWS SUBSTATION LEASE AGREEMENT WITH COLTON POWER L.P. (“Second Amendment”) is entered into on June 20, 2023 (“Effective Date”) by and between CITY OF COLTON, a California municipal corporation (“City”), and COLTON POWER, LP, a Delaware limited partnership (“Lessee”), and amends and modifies that certain Drews Substation Lease Agreement, dated December 20, 2000, between City and Alliance Colton, LLC, as amended by that certain First Amendment to the Drews Substation Lease Agreement, dated April 4, 2001, and as further amended by that certain Assignment of Lease, dated July 20, 2001 (collectively, the “Agreement”). The City and Lessee are sometimes individually referred to herein as a “Party” or collectively as the “Parties.”

RECITALS
WHEREAS, the Agreement provided that the City would lease to Lessee certain portions of City property known as the ''Drews Substation'' for the purpose of installing, removing, replacing, modifying, maintaining, and operating electric generation facilities and equipment in exchange for adequate consideration, as described in the Agreement; and WHEREAS, the Parties have determined that it is in their mutual best interests to further amend the Agreement to provide Lessee with an option to renew the Agreement, extend the Agreement term retroactively, provide City with additional monthly payments and other consideration, and specify the schedule of payments as set forth in a new Exhibit E, attached hereto.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted, and agreed to, the Parties, intending to be legally bound, agree to the terms set forth below.

1. Term. Section 3.1 is hereby amended by replacing “(15) years” with “(24) years and eleven months” and “January 31, 2016” with “December 31, 2025.”

2. Option to Renew. Section 3.2 is hereby replaced in its entirety as follows:
“3.2 Option to Renew. Lessee may request renewal of this Agreement for one (1) additional term ("Renewal Term") of ten (10) years upon written notice to the City of Lessee's intent to do so at least one hundred eighty (180) days prior the expiration of the Term. Provided Lessee is not in material default under any of the terms of this Agreement, City shall grant the request for renewal within ninety (90) days of the receipt of Lessee’s written notice requesting renewal. If the City does not respond to the written notice, the additional Renewal Term requested shall be deemed to be approved. The terms and conditions of the Renewal Term shall be the same terms and conditions of this Agreement.

3. Section 3.5 is hereby amended by inserting the following sentence at the end of Section 3.5:

1.e
Packet Pg. 59
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment -

Page 2 of 3 ends

“Commencing at the end of the first full month after the Second Amendment Effective Date, the payments will be paid monthly as set forth in Exhibit E for the remainder of the Term and any Renewal Term, with the payments specified in Exhibit E escalating the payment by 5 percent annually as of January 1, 2024.”

4. Section 3.6 is hereby amended by replacing it in its entirety with “3.6 Reserved.”

5. Additional Consideration. In consideration of the City agreeing to the Renewal Term option described in the revised Section 3.2, above, Lessee shall pay City a one-time payment of One Million Dollars ($1,000,000) within 3 business days of the Second Amendment Effective Date. Such consideration is separate and in addition to the monthly payments set forth in Exhibit E, and is non- refundable and will not be returned to Lessee for any reason.

6. Insurance. Section 3.22.2.1 is hereby amended to increase the minimum limit of insurance for commercial general liability to Five Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

7. Memorandum of Lease. Concurrently with the execution of this Second Amendment, City and Lessee shall sign and record in the Official Records of San Bernardino, California an Amended and Restated Memorandum of Lease substantially in the form attached hereto as Attachment A.

8. Cooperation. From the date first written above to the earlier of the termination or expiration of the Agreement, Lessee agrees that (1) Lessee will provide the City with an opportunity to consider making an offer to acquire the generating facility or the majority of equity interests in Lessee prior to Lessee entering into a definitive agreement to sell such interests to an unaffiliated third party; and (2) upon City’s request, offer to contract with the City to provide contract quantity of up to a combined five (5) megawatts of Local Resource Adequacy Requirements (“LRAR”) at a contract price discounted by twenty-five percent (25%) from the price at which a seller acting in a commercially reasonable manner would agree to sell the LRAR; provided the LRAR is not already committed by contract or option to a third party. The amount of up to five (5) megawatts may be supplied, at Lessee’s sole option, from either the Colton or Drews generating stations or a combination thereof. The parties agree that they will amend the term of Agreement for Interconnection and Parallel Operation of Distributed Generation, entered into by the City and Lessee on September 4, 2001, to equal the Term and, if the Option to Renew is exercised, the Renewal Term.

9. Complete Agreement. This Second Amendment may not be modified, altered, or supplemented except by an agreement signed by the Parties hereto. This Second Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

10. Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same a
greement.

11. Capitalized Terms. Any capitalized terms not defined herein shall have the meanings set forth in the Agreement.

12. Full Force. Except as expressly set forth herein, the Agreement shall remain unmodified and in full force and effect.

1.e
Packet Pg. 60
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment -

1.e
Packet Pg. 61
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment - Exhibit E Page 1 of 4

EXHIBIT E

SCHEDULE OF PAYMENTS

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

RENT DUE
DATE
AMOUNT
($)
2023 6/30/2023 $30,018.97
7/31/2023 $30,018.97
8/31/2023 $30,018.97
9/30/2023 $30,018.97
10/31/2023 $30,018.97
11/30/2023 $30,018.97
2024
(LEAP YEAR)
12/31/2023 $24,054.68
1/31/2024 $24,054.68
2/29/2024 $24,054.68
3/31/2024 $24,054.68
4/30/2024 $24,054.68
5/31/2024 $24,054.68
6/30/2024 $24,054.68
7/31/2024 $24,054.68
8/31/2024 $24,054.68
9/30/2024 $24,054.68
10/31/2024 $24,054.68
11/30/2024 $24,054.68
2025 12/31/2024 $25,257.41
1/31/2025 $25,257.41
2/28/2025 $25,257.41
3/31/2025 $25,257.41
4/30/2025 $25,257.41
5/31/2025 $25,257.41
6/30/2025 $25,257.41
7/31/2025 $25,257.41
8/31/2025 $25,257.41
9/30/2025 $25,257.41
10/31/2025 $25,257.41
11/30/2025 $25,257.41
2026 12/31/2025 $26,520.28
1/31/2026 $26,520.28
2/28/2026 $26,520.28
3/31/2026 $26,520.28
4/30/2026 $26,520.28

1.e
Packet Pg. 62
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment -

Exhibit E Page 2 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

RENT DUE
DATE
AMOUNT
($)
5/31/2026 $26,520.28
6/30/2026 $26,520.28
7/31/2026 $26,520.28
8/31/2026 $26,520.28
9/30/2026 $26,520.28
10/31/2026 $26,520.28
11/30/2026 $26,520.28
2027 12/31/2026 $27,846.30
1/31/2027 $27,846.30
2/28/2027 $27,846.30
3/31/2027 $27,846.30
4/30/2027 $27,846.30
5/31/2027 $27,846.30
6/30/2027 $27,846.30
7/31/2027 $27,846.30
8/31/2027 $27,846.30
9/30/2027 $27,846.30
10/31/2027 $27,846.30
11/30/2027 $27,846.30
2028
(LEAP YEAR)
12/31/2027 $29,238.61
1/31/2028 $29,238.61
2/29/2028 $29,238.61
3/31/2028 $29,238.61
4/30/2028 $29,238.61
5/31/2028 $29,238.61
6/30/2028 $29,238.61
7/31/2028 $29,238.61
8/31/2028 $29,238.61
9/30/2028 $29,238.61
10/31/2028 $29,238.61
11/30/2028 $29,238.61
2029 12/31/2028 $30,700.54
1/31/2029 $30,700.54
2/28/2029 $30,700.54
3/31/2029 $30,700.54
4/30/2029 $30,700.54
5/31/2029 $30,700.54
6/30/2029 $30,700.54
7/31/2029 $30,700.54

1.e
Packet Pg. 63
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment -

Exhibit E Page 3 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

RENT DUE
DATE
AMOUNT
($)
8/31/2029 $30,700.54
9/30/2029 $30,700.54
10/31/2029 $30,700.54
11/30/2029 $30,700.54
2030 12/31/2029 $32,235.57
1/31/2030 $32,235.57
2/28/2030 $32,235.57
3/31/2030 $32,235.57
4/30/2030 $32,235.57
5/31/2030 $32,235.57
6/30/2030 $32,235.57
7/31/2030 $32,235.57
8/31/2030 $32,235.57
9/30/2030 $32,235.57
10/31/2030 $32,235.57
11/30/2030 $32,235.57
2031 12/31/2030 $33,847.35
1/31/2031 $33,847.35
2/28/2031 $33,847.35
3/31/2031 $33,847.35
4/30/2031 $33,847.35
5/31/2031 $33,847.35
6/30/2031 $33,847.35
7/31/2031 $33,847.35
8/31/2031 $33,847.35
9/30/2031 $33,847.35
10/31/2031 $33,847.35
11/30/2031 $33,847.35
2032
(LEAP YEAR)
12/31/2031 $35,539.72
1/31/2032 $35,539.72
2/29/2032 $35,539.72
3/31/2032 $35,539.72
4/30/2032 $35,539.72
5/31/2032 $35,539.72
6/30/2032 $35,539.72
7/31/2032 $35,539.72
8/31/2032 $35,539.72
9/30/2032 $35,539.72
10/31/2032 $35,539.72

1.e
Packet Pg. 64
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment -

Exhibit E Page 4 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

RENT DUE
DATE
AMOUNT
($)
11/30/2032 $35,539.72
2033 12/31/2032 $37,316.70
1/31/2033 $37,316.70
2/28/2033 $37,316.70
3/31/2033 $37,316.70
4/30/2033 $37,316.70
5/31/2033 $37,316.70
6/30/2033 $37,316.70
7/31/2033 $37,316.70
8/31/2033 $37,316.70
9/30/2033 $37,316.70
10/31/2033 $37,316.70
11/30/2033 $37,316.70
2034 12/31/2033 $39,182.54
1/31/2034 $39,182.54
2/28/2034 $39,182.54
3/31/2034 $39,182.54
4/30/2034 $39,182.54
5/31/2034 $39,182.54
6/30/2034 $39,182.54
7/31/2034 $39,182.54
8/31/2034 $39,182.54
9/30/2034 $39,182.54
10/31/2034 $39,182.54
11/30/2034 $39,182.54
2035 12/31/2034 $41,141.67
1/31/2035 $41,141.67
2/28/2035 $41,141.67
3/31/2035 $41,141.67
4/30/2035 $41,141.67
5/31/2035 $41,141.67
6/30/2035 $41,141.67
7/31/2035 $41,141.67
8/31/2035 $41,141.67
9/30/2035 $41,141.67
10/31/2035 $41,141.67
11/30/2035 $41,141.67

1.e
Packet Pg. 65
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment - 23152.08000\41208571.1

ATTACHMENT A

FORM OF MEMORANDUM OF LEASE

1.e
Packet Pg. 66
Attachment: Partially Executed Colton Second Amendment to Drews Substation Lease 06-09-2023 (4104 : Lease Agreement Amendment - 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

23152.06020\32617662.1

RESOLUTION NO. R-67-23

APPROVE AND ADOPT A RESOLUTION TO APPROVE SECOND AMENDMENT TO

DREWS SUBSTATION LEASE AGREEMENT

BETWEEN THE CITY OF COLTON AND COLTON POWER LLC AND AMENDING THE FISCAL YEAR 2022/2023 REVENUE BUDGET

WHEREAS, On December 20, 2000, the City entered into a lease agreement with Alliance Colton, LLC for the Drews Substation; and
WHEREAS, The City and Alliance Colton, LLC amended the lease on April 4, 2001 to modify the lease renewal procedure; and
WHEREAS, On July 20, 2001, the City consented to an assignment of the lease from Alliance Colton, LLC to the current lessee, Colton Power, LLC (Colton Power); and WHEREAS, On May 12, 2015, Colton Power exercised its renewal option for the first additional 5-year term through January 31, 2021; and
WHEREAS, In January 2022, the City agreed to extend the agreement through June 2022 and monthly thereafter; and
WHEREAS, On December 6, 2022, the City Council adopted Resolution No. R-122-22 extending the term through December 31, 2027 so the parties could negotiate a long-term extension of the lease. Unfortunately, Colton Power weas not aware of those terms and didn’t agree to them either.

WHEREAS, The current lease agreement continues to remain in place in providing revenue to the City; and WHEREAS, in accordance with the City’s Municipal Code, Section §3.08.140(J), City Council may extend the original lease agreement; and

NOW, THEREFORE, BE IT RESOLVED, that the Colton City Council hereby approves; Section 1 The Second Amendment to Drews Substation Lease Agreement Section 2 The City Council authorizes the following amendment for the Fiscal Year 2022-2023 budget:
 Increase revenues by $1,000,000 in Electric Utility Fund Lease Revenue Account Number 520-7898-000 to recognize the one-time revenue

PASSED, APPROVED and ADOPTED by the City Council of the City of Colton at a sp ecial meeting of said Council held on the 28th of June, 2023, by the following vote:

City of Colton

FRANK J. NAVARRO, Mayor

ATTEST:

CAROLINA R. PADILLA, City Clerk

1.f
Packet Pg. 67
Attachment: Resolution R-67-23 Approve and Adopt a Resolution to Approve 2nd Amendment to Drews Substation Lease Agreement

ITEM NO. 2

STAFF REPORT

DATE: JUNE 28, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: APPROVE 2ND AMENDMENT TO THE CENTURY SUBSTATION

LEASE AGREEMENT WITH COLTON POWER, LLC, AND
RESOLUTION AMENDING THE BUDGET FOR FISCAL YEAR 2022-
23, RESOLUTION R-66-23.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

1. Approve Second Amendment to Century Substation Lease Agreement.

2. Adopt Resolution R -66-23 Amending the FY2022 -23 Budget to increase revenue to recognize the one-time payment included in the terms of the Lease Amendment

BACKGROUND

On December 20, 2000, the City entered into a lease agreement with All iance Colton, LLC for the Century Substation. The City and Alliance Colton, LLC amended the lease on April 4, 2001 to modify the lease renewal procedure. On July 20, 2001, the City consented to an assignment of the lease from Alliance Colton, LLC to the current lessee, Colton Power, LLC (Colton Power).

The initial term of the lease was for 15 years beginning January 31, 2001 through January 31, 2016, with the option for the lessee to extend the term for two additional 5 -year terms through January 31, 2 026. On May 12, 2015, Colton Power exercised its renewal option for the first additional 5-year term through January 31, 2021. In January 2022, the City agreed to extend the agreement through June 2022 and monthly thereafter. On December 6, 2022, the Ci ty Council adopted Resolution No. R -122-22 extending the term through December 31, 2027 so the parties could negotiate a long -term extension of the lease. Unfortunately, Colton Power indicated they 2 Packet Pg. 68
Staff Report to the Mayor and City Council
Lease Agreement Amendment - Century Substation
June 28, 2023

Page 2 ends

were not aware of those terms and didn’t agree to the terms of the lease extension. Colton Power did not enter into a fully executed agreement with the City.

The Second Amendment is being considered at a Special Meeting of the City Council since the City and Colton Power have been in lengthy negotiations ove r the amendment, and as discussed below, Colton Power has offered the City an additional one -time payment of $1,000,000 to execute the lease amendment by July 1.

ISSUES/ANALYSIS

City staff and Colton Power have negotiated an extension of the lease. The initial term has been renegotiated to expire on December 31, 2025 instead of January 31, 2026. This will align the lease with the calendar year. Colton Power will have the option for one additional 10 -year renewal term expiring in December 31, 2035. U pon 180 days’ written notice to the City, Colton Power’s 10-year renewal term will be automatically granted without any additional approvals by the City. Colton Power has requested the automatic extension of the renewal term because of the certainty it needs for its bank financing, long -term energy contracts, and improvements at the site. City staff has negotiated additional compensation in the form of a 5% annual rent escalator. And, in exchange for the automatic extension of 10 years, Colton Power has offered a one-time payment in the amount of $1,000,000 due and payable to the City upon execution of the Second Amendment. Colton Power is offering the additional $1,000,000 to attain certainty with its financing and energy contracts if the City will approve and execute the amendment by July 1.

The proposed lease amendment would also increase the total commercial general liability insurance coverage to $5,000,000 and would allow the City utility the option to procure resource adequacy capacity at a discou nted market price of 25% should it become available by Colton Power for sale.

The terms of the Second Amendment were presented to the Utilities Commission on June 12, 2023, and the Commission recommended approval.

The City and Colton Power intend to extend the corresponding interconnection agreement for the Century substation and will come back to the Council for approval of an amendment of that agreement.

FISCAL IMPACTS

The proposed terms require Colton Power to pay $30,018.97/month , this amount incl udes a retroactive amount of $7,109.76/month through the end of calendar year (CY) 2023 . In CY 2024, the new lease amount would be $24,054.68/month. Beginning in CY 2024, the proposed Second Amendment has a 5% annual escalator over the prior year through the term of the lease.

2 Packet Pg. 69
Staff Report to the Mayor and City Council
Lease Agreement Amendment - Century Substation
June 28, 2023

Page 3 ends

Additionally, the Electric Utility would recognize an additional one -time payment of $1,000,000 to execute the lease amendment by July 1. Resolution R -66-23 will amend the FY2022 -23 budget to increase revenue in Electric Utility Fund Lease Revenue Account number 520-7898- 000 to recognize the one-time payment.

ALTERNATIVES

ATTACHMENT

1. Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000

2. Partially Executed Colton Century Memorandum of Lease 05-31-2023

3. Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023

4. Resolution R-66-23 Approve and Adopt a Resolution to Approve 2nd Amendment to Century Substation Lease Agreement Adjustment Final 06-28-2023 2 Packet Pg. 70
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 71
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 72
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 73
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 74
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 75
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 76
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 77
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 78
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 79
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 80
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 81
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 82
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 83
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 84
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 85
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 86
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 87
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 88
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 89
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 90
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 91
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 92
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 93
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 94
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 95
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 96
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 97
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 98
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 99
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 100
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 101
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 102
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 103
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 104
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 105
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 106
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 107
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment -

RECETVED
MAY
0 3
2001
FIRST

AMENDMENT
TO
THE

CENTURY

SUBSTATION
LEASE

AGREEMENT
THIS
FIRST

AMENDMENT
TO
THE
CITY
OF
COLTON

CENTURY

SUBSTATION
LEASE

AGREEMENT
WITH

ALLIANCE

COLTON,
LLC
("First
Amendment")
is
entered
into
this
4th
day
of
April,
2001
between
the
City
of
Colton
("City"),
a
California
municipal
corporation,
and
Alliance
Colton,
LLC,
a
Califomia
limited
liability
company
("Lessee").

City
and
Lessee
are
sometimes
herein
referred
to
collectively
as
the
"Parties."

RECITALS

WHEREAS,
City
and
Lessee
entered
into
that
certain
lease
agreement
for
the
Century
substation
dated
December
20,
2000
("Original
Agreement");
and

WHEREAS,
the
Original
Agreement
provided
that
City
would
lease
to
Lessee
certain
portions
of
City
property
known
as
the
"Century
Substation"
for
the
purpose
of
installing,
removing,
replacing,
modifying,
maintaining,
and
operating
electric
generation
facilities
and
equipment
in
exchange
for
adequate
consideration,
as
described
in
the
Original
Agreement;
and

WHEREAS,
City
and
Lessee
desire
to
amend
the
Original
Agreement
to
provide
Lessee
with
an
option
to
renew
the
Original
Agreement
and
to
make
changes
to
the
attached
exhibits.

NOW,

THEREFORE,
the
Parties
agree
as
follows:

AMENDMENTS

1. Section

3.2 (Option
to
Renew)
of
the
Original
Agreement
is
hereby
amended
to
read
as
follows:
"3.2
Option
to
Renew.

Provided
Lessee
is
not
in
material
default
under
any
of
the
terms
of
this
Agreement,
Lessee
may
request
renewal
of
this
Agreement
on
the
terms
and
conditions
herein
contained
for
2 additional
terms
("Renewal
Term")
of
5 year
periods
upon
written
notice
to
the
City
of
Lessee's
intent
to
do
so
at
least
one
hundred
eighty
(180)
days
prior
to
the
expiration
of
the
Term
or
any
Renewal
Term.

Provided
Lessee
is
not
in
material
default
under
any
of
the
terms
of
this
Agreement,
City
shall
grant
the
request
for
renewal
within
90 days
of
receipt
of
Lessee's
written
notice
requesting
renewal.

If
the
City
does
not
respond
to
the
written
notice,
the
additional
Renewal
Term
requested
shall
be
deemed
to
be
approved.

The
terms
and
conditions
for
each
Renewal
Term
shall
be
the
same
terms
and
conditions
of
this
Agreement,
except
that
the
consideration
ayable
for
the
Renewal
Terms
shall
be
in
accordance
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 108
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

2. Exhibit
"B"
of
the
Original
Agreement
shall
be
replaced
with
Exhibit
"A-1",
attached
hereto,
and
shall
remain
identified
as
Exhibit
"B."

3. Exhibit
"C"
of
the
Original
Agreement
shall
be
replaced
with
Exhibit
"A-2",
attached
hereto,
and
shall
remain
identified
as
Exhibit
"C."

4. Exhibit
"D"
of
the
Original
Agreement
(the
"Memorandum
of
Lease
Agreement")
shall
be
replaced
with
Exhibit
"A-3",
attached
hereto,
and
shall
remain
identified
as
Exhibit
"D".

5. Except
as
specifically
amended
by
the
terms
of
this
First
Amendment,
all
provisions
of
the
Original
Agreement
shall
remain
in
full
force
and
effect.

WITNESS

WHEREOF,
the
parties
hereto
have
executed
this
First
Amendment
on
the
date
first
herein
above
written.

CITY
LESSEE
CITY
OF
COLTON

ALLIANCE

COLTON,
LLC
a
Califomia
municipal
corporation
a
Califomia
limited
liability
company
By:
9 -
By:

Mayor
Presi
ent
City
of
Colton
ATTEST:

By
ity
Clerk

APPROVED
AS
TO
FORM:

By:
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 109
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

EXHIBIT
A-2
[ADD

REVISED
EXHBIT
"C"
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 110
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation) *
*
zy
p
a
OU
z
S
U
x
mo
a
.
2 .
zu
a
<a
az
0<
a
0 >
-
um
a
UK
o
==
=
.
,
m
g
g
a
um
we
ou
>u
4 a
4-
a
>
0 a
>-
U
0 2
<ms
<m
-
14 00
ZW
2 2
z
0 z
a
as
z
8 a
a
>
oc
-
so
C.
>
a
<
mu
us
v
v
.<
-
a
0 a
5 /
<
z
u
-m
U
JO
J
0 \
3 ja
J
4>
.
(
*
-<
z
0"
a
z
>
z
.
.
.H
OZ
.

O
+
oz
-,
,
-
age
-
/
x
0 .CQ
m
z
mz
,
<o
I
-u
0 .

M>
<
z
z
s
\
0 2
-
ou
>
0 we
u
/
x
a
<>
JU
,
a
I
Ux
L
o
me
UU
M
/
m
---
Is

1. Z
Z
>
*
I
n
*
o
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 111
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

EXHIBIT
A-3

RECORDING

REQUESTED
AND
WHEN

RECORDED
MAIL
TO:

City
of
Colton
650
North
La
Cadena
Drive
Colton,
CA
92324
Attention:

City
Clerk
ExmalT
"D"

MEMORANDUM
OF
LEASE

AGREEMENT
This
Memorandum
of
Lease
Agreement
("Memorandum")
is
entered
into
as
of
April
4,
2001
between
the
City
of
Colton,
a
California
municipal
corporation
("City")
and
Alliance
Colton,
LLC.,
a
California
limited
liability
company
("Lessee").

City
and
Lessee
are
sometimes
hereinafter
referred
to
individually
as
a
"Party"
and
collectively
as
the
"Parties".

1. The
Lease.

Lessee
leases
from
City
and
City
leases
to
Lessee
certain
real
property
described
in
paragraph
2 hereof
upon
the
terms
and
conditions,
and
for
the
term,
more
fully
set
forth
in
that
certain
Century
Substation
Lease
Agreement
("Lease
Agreement")
dated
as
of
December
21,
2001,
and
that
certain
First
Amendment
to
the
Century
Substation
Lease
Agreement
("First
Amendment")
dated
as
of
April
3,
2001,
by
and
between
City
and
Lessee,
all
of
the
provisions
of
which
are
hereby
incorporated
into
this
Memoraudum
of
Lease
by
reference.

2. Leased
Premises:

Term.

The
real
property
leased
by
City
to
Lessee
is
located
in
the
County
of
San
Bernardino,
State
of
California,
consisting
of
the
land
described
more
fully
in
Exhibit
A,
attached
to
this
Memorandum
of
Lease,
together
with
all
improvements
to
be
acquired,
constructed
and
equipped
thereon
as
provided
in
the
Lease
Agreement
and
the
First
Amendment.

The
Lease
Agreement
is
for
a
term
commencing
on
January
31,
2001,
and
ending
on
January
31,
2016,
unless
such
terms
is
extended
or
previously
terminated
as
provided
in
the
Lease
Agreement.

3. Provisions
Binding
on
Successors
and
Assigns.

Subject
to
the
provisions
of
the
Lease
Agreement
and
the
First
Amendment
relating
to
assignment
and
subletting,
the
Lease
Agreement
and
the
First
Amendment
shall
inure
to
the
benefit
of
and
shall
be
binding
upon
City
and
Lessee
and
their
respective
successors
and
assigns.

4. Purpose
of
Memorandum
of
Lease.

This
Memorandum
of
Lease
is
prepared
solely
for
the
purpose
of
recording
the
same
in
the
Official
Records
to
give
constructive
notice
of
the
existence
of
the
Lease
Agreement
and
the
First
Amendment,
and
in
no
way
modifies
any
of
the
express
and
particular
provisions
of
the
Lease
Agreement
or
the
First
Amendment
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 112
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation) IN

WITNESS

WHEREOF,
City
and
Lessee
have
caused
this
Memorandum
of
Lease
to
be
executed
in
their
respective
names
by
their
duly
authorized
officers,
all
as
of
the
date
first
written
above.

CITY:

CITY
OF
COLTON
a
Califomia
municipal
corporation
By:
fl
AA
An
;
.

Fr)
Mayor
ATTEST:
ity
Clerk

APPROVED
AS
TO
LEGAL
FORM:

Best
Best
&
Krieger
LLP
City
Attorney
LESSEE:

Alhance
Colton,
LLC
a
California
limited
liability
company
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 113
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

EXHIBIT
A
TO

MEMORANNDUM
OF
LEASE

DESCRIPTION
OF

PREMISES
Lessee's
premises
at
661
S.

Cooley,
as
described
in
Exhibit
"A"
,
shall
be
bounded
by
the
following
lines:

Commencing
at
the
northeast
corner
of
the
City
Property,
thence
35 feet
west
and

19.71 feet
south
to
a
Point
of
Beginning,
thence
northwesterly

46.23 feet
to
a
point

19.71 feet
north
and

41.8 feet
west
of
the
Point
of
Beginning,
thence
southwest
395.17
feet,
thence
southerly
125.08
feet
to
a
point
545.23
feet
west
and

41.16 feet
south
of
the
Point
of
Beginning,
thence
northeasterly
363.26
feet,
thence
east

98.22 feet
to
a
point
120.41
feet
south
and
118.38
feet
west
of
the
Point
of
Beginning,
thence
north

47.35 feet
to
a
point
115.79
feet
south
and

81.38 feet
-
west
of
the
Point
of
Beginning,
thence
northwesterly

86.2 feet,
thence
northeasterly

81.38 feet
to
the
Point
of
Beginning.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 114
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

ASSIGNMENT
OF
LEASE
(Century
Substation)
This

ASSIGNMENT
OF
LEASE
("Assignment")
is
made
as
of
July
20,
2001
("Assignment
Date"),
by
and
between
Alliance
Colton,
LLC,
a
Califomia
limited
liability
company
(which
is
erroneously
referred
to
in
the
Original
Lease
as
a
"corporation")
("Assignor")
and
Colton
Power
L.P.,
a
Delaware
limited
partnership
("Assignee"),
in
connection
with
that
certain
City
of
Colton
Century
Substation
Lease
Agreement,
dated
December
20,
2000,
between
City
of
Colton,
a
Califomia
municipal
corporation
("Lessor"),
and
Assignor
as
Lessee
(the
"Original
Lease")
(as
amended
by
that
certain
First
Amendment
to
the
Century
Substation
Lease
Agreement,
dated
April
4,
2001,
the
"Lease"),
for
the
premises
at
661
S.

Cooley
Drive,
Colton,
Califomia,
commonly
known
as
the
Century
Substation
("Premises"),
and
more
particularly
described
in
Exhibit
A
attached
hereto.

Unless
otherwise
indicated
in
this
Assignment,
defined
terms
used
in
this
Assignment
have
the
same
meanings
as
in
the
Lease.

1. Correction
of
Legal
Description
of
the
Premises.

The
parties
hereto
confirm
that
the
correct
legal
description
of
the
Premises
is
attached
hereto
as
Exhibit
A,
which
correct
legal
description
entirely
replaces
and
supersedes
the
legal
description
attached
to
the
Lease.

2. Assignment
of
Lease.

Assignor
hereby
grants,
conveys
and
assigns
to
Assignee,
effective
as
of
the
Assignment
Date,
all
of
Assignor's
right,
title
and
interest
in,
to,
and
under
the
Lease.

3. Assumption
of
Obligations.

Assignor
hereby
assigns
and
delegates
to
Assignee,
and
Assignee
hereby
assumes,
all
rights
and
obligations
of
Assignor
under
the
Lease
which
accrue
on
or
after
the
Assignment
Date.

Accordingly,
Assignee
shall
pay
and
perform
directly
to
and
for
the
benefit
of
Lessor
all
monetary
and
non-monetary
obligations
accruing
under
the
Lease
on
or
after
the
Assignment
Date.

4. Consent
to
Assignment.

5. Prorations.

All
rent
or
other
charges
payable
under
the
Lease
or
in
connection
with
the
Premises
shall
be
prorated
between
Assignor
and
Assignee
as
of
the
Assignment
Date.

2.a
Packet Pg. 115
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

6. Liability.

Except
as
expressly
provided
otherwise
in
this
Assignment,
Assignor's
liability
for
the
Lessee's
obligations
under
the
Lease
shall
terminate
as
of
the
Assignment
Date.

7. Memorandum
of
Lease.

8. Further
Assurances.

9. No
Broker.

Assignor
and
Assignee
warrant
that
they
have
had
no
dealings
with
any
finder,
real
estate
broker
or
agent
in
connection
with
this
Assignment
or
the
transactions
contemplated
herein.

10. Entire
Agreement.

This
Assignment,
together
with
the
below
Lessor's
Consent,
constitutes
the
entire
agreement
between
the
parties
with
respect
to
the
assignment
of
the
Lease
to
Assignee.

11. SUBMISSION
TO
JURISDICTION;
WAIVERS.
(a)

ASSIGNOR
AND

ASSIGNEE
EACH
HEREBY

IRREVOCABLY
AND
UNCONDITIONALLY:
(i)

SUBMITS
FOR
ITSELF
AND
ITS

PROPERTY
IN
ANY
LEGAL
ACTION
OR

PROCEEDING

RELATING
TO
THIS

ASSIGNMENT,
OR
FOR

RECOGNITION
AND

ENFORCEMENT
OF
ANY

JUDGMENT
IN

RESPECT

THEREOF,
TO
THE
NON-

EXCLUSIVE

GENERAL

JURISDICTION
OF
THE
COURTS
OF
THE
STATES
OF

DELAWARE
AND
NEW
YORK,
THE
COURTS
OF
THE
UNITED
STATES
OF

AMERICA
FOR
THE

DISTRICT
OF

DELAWARE
AND
THE

SOUTHERN

DISTRICT
OF
NEW
YORK,
AND

APPELLATE
COURTS
FROM
ANY
THEREOF;
(ii)

CONSENTS
THAT
ANY
SUCH
ACTION
OR

PROCEEDING
MAY
BE

BROUGHT
IN
SUCH

COURTS,
AND
WAIVES
ANY

OBJECTION
THAT
IT
MAY
NOW
OR

HEREAFTER
HAVE
TO
THE
VENUE
OF
ANY
SUCH
ACTION
OR

PROCEEDING
IN
ANY
SUCH
COURT
OR
THAT
SUCH
ACTION
OR

PROCEEDING
WAS

BROUGHT
IN
ANY

INCONVENIENT
COURT
AND
AGREES
NOT
TO
PLEAD
OR
CLAIM
THE
SAME;
(iii)
AGREES
THAT

SERVICE
OF

PROCESS
IN
ANY
SUCH
ACTION
OR

PROCEEDING
MAY
BE

EFFECTED
BY

MAILING
A
COPY

THEREOF
BY

REGISTERED
OR

CERTIFIED
MAIL
(OR
ANY

SUBSTANTIALLY

SIMILAR
FORM
OF
MAIL),

POSTAGE

PREPAID,
TO
EACH
OF
THE

PARTIES
AT
THEIR
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 116
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

RESPECTIVE

ADDRESSES
OF
WHICH
THE
OTHER
PARTY
HERETO
SHALL
HAVE
BEEN

NOTIFIED
IN
WRITING;
AND
(iv)
AGREES
THAT

NOTHING
HEREIN
SHALL
AFFECT
THE
RIGHT
TO
EFFECT

SERVICE
OF

PROCESS
IN
ANY
OTHER
MANNER

PERMITTED
BY
LAW
OR
SHALL
LIMIT
THE
RIGHT
TO
SUE
IN
ANY
OTHER
JURISDICTION.
(b)
EACH
PARTY
HERETO
HEREBY

IRREVOCABLY
AND

UNCONDITIONALLY
WAIVES
TRIAL
BY
JURY
IN
ANY
LEGAL
ACTION
OR

PROCEEDING

REFERRED
TO
IN

PARAGRAPH
(a)
ABOVE.

12. Miscellaneous.

This
Assignment
shall
bind,
and
shall
inure
to
the
benefit
of,
the
successors
and
assigns
of
the
parties
hereto.

This
Assignment
may
be
executed
in
counterparts
with
the
same
effect
as
if
the
parties
had
executed
one
instrument,
and
each
such
counterpart
shall
constitute
an
original
of
this
Assignment.

No
provision
of
this
Assignment
that
is
held
to
be
inoperative,
unenforceable
or
invalid
shall
affect
the
remaining
provisions,
and
to
this
end
all
provisions
of
this
Assignment
shall
be
severable.

Time
is
of
the
essence
of
this
Assignment.

This
Assignment
shall
be
governed
by
the
laws
of
the
State
of
New
York.

If
any
dispute
arises
under
this
Assignment,
the
party
prevailing
in
that
dispute
shall
be
entitled
to
recover
all
costs
and
reasonable
attorney's
fees
incurred
therein.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 117
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

NOW,

THEREFORE,
the
parties
have
executed
this
Assignment
as
of
the
date
first
written
above.

ASSIGNOR:

ALLIANCE

COLTON,
LLC,
a
California
limited
liability
company
By:

ALLIANCE
POWER,
INC.

Its
Manager
By:
<m
ASSIGNEE:

COLTON
POWER
L.P.,
a
Delaware
limited
partnership
By:

PE-COLTON,
LLC
Its
General
Partner
By
Name
Title
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 118
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

LESSOR'S

LESSOR:

CITY
OF

COLTON,
a
Califomia
municipal
corporation
By:
/v
79 -
'1/MA
Name:

Title:
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 119
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

CALIFORNIA

ALL-PURPOSE

ACKNOWLEDGEMENT
State
of
Califomia
,
County
of
San
Bernardino
a
On
July
16,
2001
before
me,
Olivia
R.

Flores,
Notary
Public,
personally
appeared
Deirdre
H.

Bennett
0 personally
known
to
me
-
OR
-0
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
she
executed
the
same
in
her
authorized
capacity,
and
that
by
her
signatures
on
the
instrument
the
person,
or
the
entities
upon
behalf
of
which
the
person
acted,
executed
the
instrument.
'

WITNESS
my
hand
and
official
seal.

OUVIA
R.

FLORES
Commission
#
1184874
Notory
PubilC
-
Califom
Son
Bemordino
County

SIGNATURE
OF
NOTARY
My
Comm.

May
25,
2002

OPTIONAL
Though
the
data
below
is
not
required
by
law,
it
may
prove
valuable
to
persons
relying
on
the
document
and
could
prevent
fraudulent
reattachment
of
this
form.
cAPACITY

CLAIMED
BY

SIGNERS

DESCRIPTION
OF

ATTACHED
0 INDIVIDUAL

DOCUMENT
I
C

CORPORATE

OFFICER
Mayor
Century
Substation
Assignment
of
lease

TITLE(S)
TITLE
OR
TYPE
OF

DOCUMENT
0 PARTNER(S)
O

LIMITED
11 0

GENERAL
NUMBER
OF
PAGES
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
I

GUARDIANICONSERVATOR
0 OTHER:

July1672061
DATE

OFDOCUMENT

SIGNERS
ARE
REPRESENTING:

NAME
OF

PERSON(S)
OR

ENTITY(IES)
NONE

SIGNER(S)
OTHER
THAN
NAMED
ABOVE
City
of
Colton
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 120
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

EXHIBIT
A
Legal
Description
of
the
Premises
[To
Be
Attached]
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 121
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

'DESCRIP'ITON
TRAT

PORTION
OF
A
PARCEL
OF
UKED,
SAID
PARCEL
OF
LAND

REREINASTER

REFERRED
TO
AS
PARCEL
1,
BEING
A

PORTION
OF
LOT
6,
BLOCK
64 OF
RANCHO
SAN

BERNARDINO,
IN
THE
CITY
OF

COLTON,
COONTY
OF
SAN

BERNARDINO,
STATE
OF

CALIFORNIA,
AS
SROWN
BY
MAP
ON
FILE
IN
EOOK
7 OF
MAPS,
PAGE
2,
AS

DESCRIBED
BY
FINAL
ORDER
OF

CONDEMNATION

RECORDED
APRIL

29. -
1967
AS

INSTRUMENT
NO.

B7-146755

OFFICIAL

RECORDS
OF
SAID

COUNTY,
SAID
PARCEL
1 BEING
MORE

PARTICULARLY

DESCRIBED
AS
FOLLOWS:

DEGINNING
AT
THE

INTERSECTION
OF
THE
SOUTH
LINS
OF
TRAT

CERTAIN
PARCEL
OF
LAND

CONVEYED
TO

SOUTHERN

PACIFIC

RAILROAD,
AS

DESCRIBED
IN
DEED

RECORDED
IN
800%
1732,
PAGE
231

OFFICIAL

RECORDS
OF
SAID

COUNTY,
WITH
TRE

SOUTKEASTERLY
LINE
OF
THAT

CERTAIN
STRIP
OF
LAND
150
FEET
IN
WIDTH

DESCRISED
AS
PARCEL
"B"
IN
DEED

RECORDSD
IN
BOOK
5723,
PAGE
517

OFFICIAL

RECORDS
OP
SAID

COUNTY,
SAID
POINT
BEING
A
1 INCE

DIAMETER
IRON
PIPE
TAGGED
R.C.E.
13191
AS
PER
PLAT
FILE
IN
BOOK
29 OF

RECORDS
OF

SURVEY,
PAGES
41 THROUGH
44 INCLUSIVE,

RECORDS
OF
SAID

COUNTY,
THENCE
ALONG
SAID
SOUTH
LINE
NORTH
Son
31'
50"
WEST,
A

DISTANCE
OF
115.66
FEET
TO
THE

BEGINNING
OF
A

NON-TANGENT
CURVE

CONCAVE

SOUTHEASTERLY
HAVING
A
RADIUS
OF
10,914.61
PEET,
AND
A
RADIAL
LINE
WHICH
BEARS
FROM
SAID
CURVE
SOUTH
410
47,
2 FAST;
THENCE

SOUTHWESTERLY
ALONG
SAID
CURVE

TEROUGE
A

CENTRAL
ANGLE
OF
016
52'
48",
A

DISTANCE
OF
358.14
FEET
TO
TRE

EASTERLY
RIGHT
OF
WAY
LINE
OF
NT,
VERNON
AVENUE
(VACATED)
60 PEET
WIDE;
THENCE
ALONG
SAID

EASTERLY

RIGHT-OF-WAY
LINE
NORTH
186
28'
16"
EAST,
A

DISTANCE
OF
119.53
FEET
TO
THE

BEGINNING
OF
A

NON-TANGENT
CURVE

CONCAVE

SOUTKEASTERLY
HAVING
A
RADIUS
OF
10,974.61
FEET
AND
A
RADIAL
LINE
WHICH
BEARS
FROM
SAID
CURVE
SOUTH

43. 07'
41"
EAST;
TEENCE

NORTHEASTERLY
ALONG
SAID
CURVE

TKROUGK
A

CENTPAL
ANGLE
OP

01. 35'
136,
A

DISTANCE
OF
303.95
PEET;
THENCE
NORTH
46'
27'
32"
EAST,
A

DISTANCE
OF
133.29
PEET;
THENCE
SOUTE
41'
32'
28"
EAST.

DISTANCE
OF
282.50
FEET
TO
SAID
SOUTH
LINE
OF
TRAT

CERTAIN
PARCEL
OF
LAND

CONVEYED
TO

SOUTHERN

PACIFIC

RAILROAD,
EAID
POINT
ALSO
BEING
THE

BEGINNING
OF
A

NON-TANGENT
CURVE

CONCAVE

NORTHERLY
HAVING
A
RADIUS
OF
459,48
FEET
AND
A
RADIAL
LINE
WHICH
BEARS
FROM
SAXO
CURVE
NORTH
0 30"
EAST;
THENCE

WESTERLY
ALONG
SAID
CURVE

TEROUGE
A

CENTRAL
ANGLE
OF

02. 20'
40",
A

DISTANCE
OF

18.80 FEET;
THENCE
NORTH
80*
31'
50"
WEST,
A

DISTANCE
OF

0.25 FEET
TO
A
1-INCH

DIAMETER
IRON
PIPE
TAGGES
R,C.E,
13191
AS
PER
PLAT
PILED
IN
BOOK
29 RECORDS
OF

SURVEY,
PAGES
41 THROUGH
46 INCLUSIVE;
THEMCE
NORTH
90*
31'
50"
WEST,
A

DISTANCE
OP
151.70
PEET
TO
THE
POINT
OF
BEGINNING.

TKAT

PORTION
OF
SAID
PARCEL
1,
BEING
MORE

PARTICULARLY

DESCRIBED
AS
FOLLOWS:

COMMENCING
AT
THE
MOST

NORTHERLY
CORNER
OF
SAID
PARCEL
1:

THENCE
SOUTH
48@
27'
32"
WEST
ALONG
THE

NORTRWESTERLY
LINE
OF
SAID
PARCEL

1. A

DISTANCE
OF

35.00 FEET
To
THE
DolNT
OF
BEGINNING;
THENCE
AT
A
RIGHT
ANGLE
SOUTH
41'
32'
286
EAST,
A

DISTANCE
OF

20.45 FEET;
THENCE
AT
A
RIGRT
ANGLE
SOUTH
48*
27'
32"
WEST,
A

DISTANCE
OF

45.92 FEET;
THENCE
At
A
RIGHT
ANGLE
SOUTH
41,
32'
28"
EAST,
A

DISTANCE
OF
85,20
FEET:

THENCE
SOUTH
09*
28'
10"
WEST.

DISTANCE
OF

47.35 FEET
TO
THE

SOUTRERLY
LINE
OF
SAID
PARCEL
1;
THENCE
ALONG
THE

SOUTRERLY
LIFE
OF
SAID
PARCEL
3 NORTH
80"
31'
50"
WEST,
A

DISTANCE
OF

98.22 PEET
TO
THE

BEGIONING
OF
A

NON-TANGENT
CURVE

CONCAVE
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 122
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

DESCRIPTION

SOUTHEASTERLY
HAVING
A
RADIUS
OF
10,914.$1
FEET
AND
A
RADIAL
LINE
WHIGH
BEARS
FROM
SAID
CURVE
SOUTH
41*
47'
21"
EAST;
THENCE
P&OJE3
THE

SOUTHEASTERLY
LINE
OF
SAID
PARCEL
1 AND

SOUTHWESTERLY
ALONG
SAID
CURVE

TEROUGH
A

CENTRAL
ANGLE
OF
01'
52'
49",
A

DISTANCE
OF
358,14
FEET
TO
THE

EASTERLY

RIGHT-OF-WAY
LINE
OF
MT.

VERNON
AVENUE
(VACATED]
50 FEET
WIDE;
TRENCE
ALONG
THE

WESTERLY
LINE
OF
SAID
PARCEL
1 ALSO
BEING
ALONG
SAID

EASTERLY

RIGHT-OF-WAY
LINE
NORTH

16. 28'
16"
EAST,
A

DISTANCE
OF
119.53
PEET
TO
THE

BEGINNING
OF
A

NON-TANGENT
CURVE

CONCAVE

SOUTHEASTERLY
RAVING
A
-RADIUS
OF
10,974.61
FEST,
AND
A
RADIAL
LINE
WHICH
BEARS
FROM
SAID
CURVE
sOUTH
436
07'
410
EAST;
THENCE
ALONG
THE
NOR.THWESTERLY
LINE
OF
RAID
PARCEL
1 AND

NORTHEASTERLY
ALONG
SAID
CURVE

TEROUGH
A

CENTRAL
ANGLE
OF
01'
35'
13",
A

DISTANCE
OF
303.95
PEST;
THENCE

CONTINUING
ALONG
TRE

NORTHWESTERLY
LINE
OF
SAID
PARCEL
1 NORTH
490
27'
32"
EAST,
A

DISTANCE
OF

99.28 FEET
TO
THE
POINT
OP
BEGINNING.
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 123
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

EXHIBIT
B
Form
of
Amended
and
Restated
Memorandum
of
Lease
[To
Be
Attached]
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 124
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation)

For
Exhibit
Only

RECORDING

REQUESTED
BY
Do
Not
Execute
This
Copy
AND
WHEN

RECORDED
RETURN
TO:

Colton
Power
L.P.
100
Clinton
Square,
Suite
403
126
N.

Salina
St.

Syracuse,
NY
13202
Attn:

Donald
W.

Scholl,
Esq.

AMENDED
AND

RESTATED

MEMORANDUM
OF
LEASE

AGREEMENT
(Century
Substation)
THIS

AMENDED
AND

RESTATED

MEMORANDUM
OF
LEASE

AGREEMENT
("Amended
Memorandum"),
is
made
as
of
,
2001
("Effective
Date"),
by
and
between
the
City
of
Colton,
a
Califomia
municipal
corporation
("Lessor"),
and
Colton
Power
L.P.,
a
Delaware
limited
partnership
("Lessee"),
successor-in-interest
to
Alliance
Colton,
LLC,
a
Califomia
limited
liability
company
(which
is
erroneously
referred
to
in
the
Original
Lease
(as
defined
below)
as
a
"corporation")
("Original
Lessee").

1. Lessor
and
Original
Lessee
entered
into
a
certain
unrecorded
City
of
Colton
Century
Substation
Lease
Agreement
dated
December
20,
2000
("Original
Lease").

The
Original
Lease
was
amended
by
that
certain
First
Amendment
to
the
Century
Substation
Lease
Agreement
dated
April
4,
2001
("First
Amendment").

A
memorandum
of
the
Original
Lease
was
recorded
in
the
official
records
of
San
Bemardino
County,
Califomia
on
December
27,
2000
as
Instrument
No.
2000476567,
and
a
memorandum
of
the
Original
Lease
as
amended
by
the
First
Amendment
was
recorded
in
the
official
records
of
San
Bernardino
County,
Califomia
on
June
14,
2001
as
Instrument
No.
20010231071
(collectively,
the
"Original
Memoranda
of
Lease").

Lessee
has
acquired
Original
Lessee's
interest
under
the
Lease
(as
defined
below)
by
means
ofan
assignment.

2. The
Original
Lease,
as
amended
by
the
First
Amendment,
was
further
amended
by
that
certain
Assignment
of
Lease
dated
,
2001
("Assignment").

The
Original
Lease
as
amended
and
modified
by
the
First
Amendment
and
the
Assignment
is
hereinafter
referred
to
as
the
"Lease."
The
terms
and
conditions
of
the
Lease
are
incorporated
herein
by
reference,
and
in
consideration
of
the
rent
and
covenants
therein
provided,
Lessor
does
hereby
lease
to
Lessee,
and
Lessee
hereby
rents
and
accepts
from
Lessor,
the
Premises
for
a
term
which
commenced
on
January
31,
2001
and
shall
expire
on
January
31,
2016,
unless
such
term
is
extended
pursuant
to
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 125
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation) two
(2)
extension
options
of
five
(5)
years
each
as
more
specifically
provided
in
the
Lease.

In
the
event
of
any
conflict
between
the
terms
of
this
Amended
Memorandum
and
the
terms
of
the
Lease,
the
terms
of
the
Lease
shall
prevail
and
be
controlling.

3. This
Amended
Memorandum
amends
and
restates
in
its
entirety
the
Original
Memoranda
of
Lease.

WITNESS

WHEREOF,
Lessor
and
Lessee
have
duly
executed
this
Amended
Memorandum
as
of
the
day
and
year
first
above
written.

LESSOR:

For
Exhibit
Only
City
of
Colton,
a
California
municipal
corporation
Do
Not
Execute
This
Copy
By:

Its:

LESSEE:

Colton
Power
L.P.,
a
Delaware
limited
partnership
By:

PE-Colton,
LLC,
its
General
Partner
By:

Its:
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 126
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - Century Substation) conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 127
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 128
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 129
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 130
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 131
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 132
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment - conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45
conﬁdential
John Burke
Scotiabank
Dec 23, 2015 14:45

2.a
Packet Pg. 133
Attachment: Colton - Century Lease Agreement Amendment Assignment Memorandum 12-20-2000 (4102 : Lease Agreement Amendment -

2.b
Packet Pg. 134
Attachment: Partially Executed Colton Century Memorandum of Lease 05-31-2023 (4102 : Lease Agreement Amendment - Century

2.b
Packet Pg. 135
Attachment: Partially Executed Colton Century Memorandum of Lease 05-31-2023 (4102 : Lease Agreement Amendment - Century

Page 1 of 3 ends

SECOND AMENDMENT

TO THE CITY OF COLTON

CENTURY SUBSTATION LEASE AGREEMENT

This SECOND AMENDMENT TO THE CITY OF COLTON CENTURY SUBSTATION LEASE AGREEMENT WITH COLTON POWER L.P. (“ Second Amendment ”) is entered into on June 20, 2023 (“ Effective Date ”) by and between CITY OF COLTON, a California muni cipal corporation (“ City ”), and COLTON POWER, LP, a Delaware limited partne rship (“ Lessee ”), and amends and modifies that certain Century Substation Lease Agreement , dated December 20, 2000, between City and Alliance Colton, LLC, as amended by that certain First Amendment to the Century Substation Lease Agreement , dated April 4, 2001, and as further amended by that certain Assignment of Lease , dated July 20, 2001 (collectively, the “ Agreement ”). The City and Lessee are sometimes individually referred to herein as a “ Party ” or collectively as the “ Parties .”

RECITALS
WHEREAS, the Agreement provided that the City would lease to Lessee certain portions of City property known as the ''Century Substation'' f or the purpose of installing, removing, replacing, modifying, maintaining, and operating electric gene ration facilities and equipment in exchange for adequate consideration, as described in the Agreement; and WHEREAS, the Parties have determined that it is in their mutual best interests to further amend the Agreement to provide Lessee with an optio n to renew the Agreement, extend the Agreement term retroactively, provide City with add itional monthly payments and other consideration, and specify the schedule of payments as set forth in a new Exhibit E, attached hereto.

1. Term. Section 3.1 is hereby amended by replacing “(15) years” with “(24) years and eleven months” and “January 31, 2016” with “December 31, 2025.”

2. Option to Renew. Section 3.2 is hereby replaced in its entirety as follows:
“3.2 Option to Renew. Lessee may request renewal of this Agreement for one (1) additional term ("Renewal Term") of ten (10) years upon written notice to the City of Lessee's intent to do so at least one hundred eighty (180) days prior the expiration of the Term. Provided Lessee is not in material defaul t under any of the terms of this Agreement, City shall grant the request for renewal within ninety (90) days of the receipt of Lessee’s written notice requesting renewal. If the City does not respond to the written notice, the additional Renewal Term req uested shall be deemed to be approved. The terms and conditions of the Renewal Term shall be the same terms and conditions of this Agreement.

3. Section 3.5 is hereby amended by inserting the foll owing sentence at the end of Section 3.5:

2.c
Packet Pg. 136
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

Page 2 of 3 ends

4. Section 3.6 is hereby amended by replacing it in its entirety with “3.6 Reserved.”

6. Insurance. Section 3.22.2.1 is hereby amended to i ncrease the minimum limit of insurance for commercial general liability to Five Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

7. Memorandum of Lease. Concurrently with the execution of this Second Amendment, City and Lessee shall sign and record in the Offici al Records of San Bernardino, California an Amended and Restated Memorandum of Lease substantia lly in the form attached hereto as Attachment A.

8. Cooperation. From the date first written above to t he earlier of the termination or expiration of the Agreement, Lessee agrees that (1) Lessee will provide the City with an opportunity to consider making an offer to acquire the generati ng facility or the majority of equity interests in Lessee prior to Lessee entering into a definitive a greement to sell such interests to an unaffiliated third party; and (2) upon City’s request, offer to contract with the City to provide contract quantity of up to a combined five (5) megawatts of Local Res ource Adequacy Requirements (“LRAR”) at a contract price discounted by twenty-five percent (2 5%) from the price at which a seller acting in a commercially reasonable manner would agree to sell the LRAR; provided the LRAR is not already committed by contract or option to a third party. T he amount of up to five (5) megawatts may be supplied, at Lessee’s sole option, from either the Colton or Drews generating stations or a combination thereof. The parties agree that they w ill amend the term of Agreement for Interconnection and Parallel Operation of Distribut ed Generation, by and between the City and Lessee, dated September 4, 2001, to equal the Term and, if the Option to Renew is exercised, the Renewal Term.

9. Complete Agreement. This Second Amendment may not be modified, altered, or supplemented except by an agreement signed by the P arties hereto. This Second Amendment shall be binding upon and inure to the benefit of the Par ties hereto and their respective successors and assigns.

10. Counterparts. This Second Amendment may be execute d in counterparts, each of which shall be deemed an original , but all of which together shall be deemed to be one and the same agreement .

11. Capitalized Terms. Any capitalized terms not defined herein shall have the meanings set forth in the Agreement.

12. Full Force. Except as expressly set forth herein, the Agreement shall remain

2.c
Packet Pg. 137
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

2.c
Packet Pg. 138
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment - Exhibit E Page 1 of 4

EXHIBIT E

SCHEDULE OF PAYMENTS

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

2.c
Packet Pg. 139
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

Exhibit E Page 2 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

2.c
Packet Pg. 140
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

Exhibit E Page 3 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

2.c
Packet Pg. 141
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

Exhibit E Page 4 of 4

MONTHLY PAYMENT SCHEDULE

CALENDAR
YEAR

2.c
Packet Pg. 142
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment -

ATTACHMENT A

FORM OF MEMORANDUM OF LEASE

2.c
Packet Pg. 143
Attachment: Partially Exectued Colton Second Amendment to Century Substation Lease 06-09-2023 (4102 : Lease Agreement Amendment - 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

23152.06020\32617662.1

RESOLUTION NO. R-66-23

APPROVE AND ADOPT A RESOLUTION TO APPROVE SECOND AMENDMENT TO

CENTURY SUBSTATION LEASE AGREEMENT

BETWEEN THE CITY OF COLTON AND COLTON POWER LLC AND AMENDING THE FISCAL YEAR 2022/2023 REVENUE BUDGET

WHEREAS, On December 20, 2000, the City entered into a lease agreement with Alliance Colton, LLC for the Century Substation; and
WHEREAS, The City and Alliance Colton, LLC amended the lease on April 4, 2001 to modify the lease renewal procedure; and
WHEREAS, On July 20, 2001, the City consented to an assignment of the lease from Alliance Colton, LLC to the current lessee, Colton Power, LLC (Colton Power); and WHEREAS, On May 12, 2015, Colton Power exercised its renewal option for the first additional 5-year term through January 31, 2021; and
WHEREAS, In January 2022, the City agreed to extend the agreement through June 2022 and monthly thereafter; and
WHEREAS, On December 6, 2022, the City Council adopted Resolution No. R-122-22 extending the term through December 31, 2027 so the parties could negotiate a long-term extension of the lease.

Unfortunately, Colton Power weas not aware of those terms and didn’t agree to them either.

WHEREAS, The current lease agreement continues to remain in place in providing revenue to the City; and
WHEREAS, in accordance with the City’s Municipal Code, Section §3.08.140(J), City Council may extend the original lease agreement; and

NOW, THEREFORE, BE IT RESOLVED, that the Colton City Council hereby approves; Section 1 The Second Amendment to Century Substation Lease Agreement Section 2 The City Council authorizes the following amendment for the Fiscal Year 2022-2023 budget:
 Increase revenues by $1,000,000 in Electric Utility Fund Lease Revenue Account Number 520-7898-000 to recognize the one-time revenue

PASSED, APPROVED and ADOPTED by the City Council of the City of Colton at a special meeting of said Council held on the 28th of June, 2023, by the following vote:

City of Colton

FRANK J. NAVARRO, Mayor

ATTEST:

CAROLINA R. PADILLA, City Clerk

2.d
Packet Pg. 144
Attachment: Resolution R-66-23 Approve and Adopt a Resolution to Approve 2nd Amendment to Century Substation Lease Agreement

Colton City CouncilJune 28, 2023

Colton City Council
June 28, 2023