HomeMy WebLinkAboutAgreement A-19-418 with Little Bear Solar 3 LLC.pdf1 restoration of the PROPERTY to its pre-PROJECT conditions. COUNTY requires that such financial
2 assurance take the form of (i) a cash deposit (''CASH EQUIVALENT"), (ii) an irrevocable standby letter
3 of credit. issued to COUNTY from a state or national financial institution ("LETTER OF CR EDIT"), or (iii)
4 a surety or performance bond issue and delivered by an admitted surety in good standing with and
5 authorized by the California Insurance Commissioner to transact business ("BOND"); and
6 WHEREAS, OWNER elects to provide CASH SECURITY (as defined herein) to secure its
7 obligations under the RECLAMATION PLAN and this RECL.AMA.TION AGREEMENT; and
8 WHEREAS, the initial estimated costto decommission the PROJECT, as identified in CUP No.
9 3551, is Three Hundred Twenty Thousand One Hundred Dollars and no cents ($320,100.00); and
10 WHEREAS, to enable OWNER to comply with the above-referenced requirements of the
11 RECL.ArlAATION PLAN and to memorialize the respective responsibilities of OWNER and COUNTY
12 with respect to the RECLAMATION PLAN, and COUNTY's rights with respect to the CASH SECURITY,
13 COUNTY and OWNER enter into this RECLAMATION AGREEMENT.
14 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
15 hereby acknowledged, PARTIES hereby agree as follows:
16 SECTION 1. EFFECTIVE DATE
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This RECLAMATION AGREEMENT is effective as of the date that it is signed by the PARTIES.
SECTION 2. DEFINITIONS
A "BUSINESS DAY' means the business day of the PARTY required to perform an
20 obligation herein, provided however, a business day of PARTY who is an individual shall mean Monday
21 through Friday, inclusive.
22 B."CASH SECURITY' means and includes the then-current amount of the cash irrevocably
23 delivered by OWNER to COUNTY and held on deposit, or any portion thereof, including any increases
24 of the cash as a result of ANNUAL INCREASE TO SECURITY (as herein defined) , all as held on
25 deposit for the sole benefit of COUNTY thereunder, less any COUNTY drawings of cash under this
26 RECLAMATION AGREEMENT.
27 C."SECURITY' means and includes the then-current form of security delivered to
28 COUNTY to secure OWNER'S obligations under this RECLAMATION AGREEMENT hereinafter
4832-8862-2751.1 2
1 collectively referred to as CASH SECURrrY, CASH EQUIVALENT, BOND and LETTER OF CREDIT,
2 unless specifically identified.
3 D."COUNTY BUSINESS DAY' means Monday through Friday, inclusive, but excluding any
4 day which is recognized as a legal holiday by COUNTY.
5 E."DAY' means a calendar day unless specified to the contrary in this RECL..AMll..TION
6 AGREEMENT.
7 F."DIRECTOR" means the Director of COUNTYS Department of Public Works and
8 Planning or his or her designee.
9 SECTIO N 3. OBLIG ATIONS OF THE OWNER.
10 A OWNER shall at its own cost, fully comply with all provisions of the RECLAMATION PLAN,
11 including but not limited to, Section 13 thereof.
12 8.OWNER shall provide written notice to COUNTY within seven (7) calendar days of the
13 occurrence of either (i) the expiration or termination of CUP No. 3551 or (ii) the abandonment of
14 PROJECT without OWNER making efforts to cure a disruption of electricity production, whichever
15 occurs first. Such notice shall be provided to the person set forth in Section 8 of this RECLAMATION
16 AGREEMENT.
17 C.It is understood that time is of the essence in the performance of all obligations under
18 this RECLAMATION AGREEMENT and the RECLAMATION PLAN.
19 SECTION 4. SECURITY FOR OWN ER'S OBLIGATIONS.
20 A As security to COUNTY for OWNER'S faithful performance of all of its obligations herein,
21 OWNER shall, not later than five (5) business days subsequent to the final execution of this
22 RECLAMATION AGREEMENT by the PARTIES, submit Three Hundred Twenty Thousand One Hundred
23 Dollars and no cents ($320,100.00) as the CASH SECURrrY to COUNTY via wire transfer, pu rsuant to
24 wiring instructions to be provided by DIRECTOR or DIRECTOR's designee. The CASH SECURrrY shall
25 secure OWNER'S timely, full, and faithful performance of all of its obligations under this RECLAMATION
26 AGREEMENT and the RECLAMATION PLAN, which may only be drawn upon by COUNTY upon the
27 occurrence of an EVENT OF DEFAULT pursuant to Section 5 of this RECLAMATION AGREEMENT.
28 Upon receiptfrom OWNER, DIRECTOR shall deposit the CASH SECURrrYin a non-interest bearing
4832-8862-2751.1 3
1 account to be managed by COUNTY and with an accounting of deposited funds specific to the PROJECT
2 (the "CASH SECURITY ACCOUNT"). The amount of the CASH SECURITY, including any increases in
3 the amount of SECURITY thereof as required herein, is not a limitation on OWNER'S obligation under this
4 RECLAMATION AGREEMENT or the RECLAMATION PLAN.
5 B.On or before the 25th of August for each year that this RECLAMATION AGREEMENT is
6 in effect, OWNER shall remit to DIRECTOR the sum of Nine Thousand Three Dollars and no cents
7 ($9,603.00), calculated based on three percent (3%) of the initial estimate of reclamation costs.
8 Alternatively, OWNER may elect to remit the amount of the annual increase of the CASH SECURITY
9 calculated on the basis of the then-current Consumer Price Index ("CPI"}. OWNER'S annual
10 remittance to the DIRECTOR of the additional sums setforth in this Section 4.B, collectively referred to
11 as the "ANNUAL INCREASE TO SECURITY', shall be added to the amount secured by the SECURITY
12 to satisfy OWNER'S obligation to increase OWNER'S security obligations by three percent (3%) per
13 year or by the CPI. OWNER shall provide notice, as required by Section 8 of this RECI..Afw\TION
14 AGREEMENT, of the election to use the CPI at least sixty (60) CALENDAIR DAYS before the due date
15 to remit the ANNUAL INCREASE TO SECURITY, identified above, and provide documentation to the
16 satisfaction of COUNTY of the then-current CPI rate. Upon receipt from OWNER, DIRECTOR shall
17 deposit the ANNUAL INCREASE TO SECURITY to the CASH SECURITY ACCOUNT.
18 C.In the event OWNER replaces the CASH SECURITY with a LETTER OF CREDIT or
19 BOND under this RECLAMATION AGREEMENT, then the replacement SECURITY shall be in initially
20 in the then-current amount of the CASH SECURITY, and the replacement SECURITY shall be
21 increased each year according to the requirements set forth in Section 4.B of this RECI..Afw\TION
22 AGREEMENT. Any such change in the SECURITY shall be subject to written consent of the PARTIES
23 as set forth in Section 10 of this RECLAMA.TION AGREEMENT.
24 D.OWNER shall promise, covenant, and warrant that that if COUNTY attempts to draw
25 upon, or draws upon, the SECURITY, OWNER (including OWNER'S successors or assigns, or anyone
26 claiming through OWNER, or any other persons, firms, or entities acting at the direction, or under the
27 authority, of OWNER) shall not in any way whatsoever defeat, interfere with, obstruct. or cause delay to
28 said right of COUNTY to do so, or take any legal action against COUNTY to stay, enjoin, or prevent
4832-8862-2751.1 4
1 COUNTY from drawing upon the SECURITY, provided however, nothing in this Section 4.D shall
2 prohibit OWNER from bringing any legal action against COUNTY, after making any drawing upon the
3 SECURITY, for having drawn upon the SECURITY in violation of the terms of this RECLAMATION
4 AGREEMENT.
5 E.DIRECTOR is hereby authorized by COUNTY to make any determination by COUNTY,
6 or to take any action on behalf of COUNTY, required under this RECLAMATION AGREEIVENT.
7 SECTION 5. DEFAULT.
8 A For purposes of this RECLAMATION AGREEMENT, the occurrence of any one or more of
9 the following events shall constitute an "EVENT OF DEFAULT" by OWNER under this RECLAM.tfflON
10 AGREEMENT:
11 i.OWNER fails to timely deliver the CASH SECURITY, as required by Section 4 of
12 this RECLAMATION AGREEMENT;
13 ii.The breach or default, in any material respect, in the performance of any
14 obligation in this RECLAMATION AGREEMENT, or falsity of any representations or warranties, of
15 OWNER contained in this RECLAMATION AGREEMENT;
16 iii.The failure of OWNER to timely pay any amount due or owed by OWNER in
17 connection with the RECLAMATION PLAN or this RECLAMATION AGREEMENT;
18 iv.The failure of OWNER to observe or perform, in any material respect, any other
19 obligation under this RECLAMATION AGREEMENT or the RECLAMATION PLAN for a period of thirty
20 (30) calendar days after COUNTY provides written notice to OWNER stating the obligation OWNER
21 has failed to perform, provided however, if the nature of the default is such that OWNER cannot
22 reasonably cure the default within thirty (30) calendar days, OWNER shall have an additional
23 reasonable time to cure, subject to OWNER commencing to cure within the thirty (30) calendar day
24 period and diligently pursuing the cure to completion and completing the cure not later one hundred
25 twenty (120) calendar days from the date of COUNTYs notice of such failure to perform.
26 Notwithstanding anything to the contrary in this RECLAMATION AGREEMENT, this subsection (v) shall
27 not apply to any of OWNER'S obligations under Section 4 of this RECLAMATION AGREEMENT;
28
4832-8862-2751.1 5
1 v.The failure of OWNER or any TRANSFEREE as defined in Section 11 of this
2 RECL.AMlfflON AGREEMENT to fulfill any obligation stated in said Section 11; or
3 vi.Bankruptcy, reorganization, liquidation, arrangement. insolvency, receivership or
4 conservatorship proceedings, or other proceedings for relief under any bankruptcy or similar law or
5 laws for the relief of debtors, are instituted by or against OWNER, are not dismissed within ninety (90)
6 days of institution, or there is an assignment by OWNER for the benefit of creditors, or any similar
7 action taken by or against OWNER, or OWNER is insolvent.
8 SECTION 6. REMEDIES AVAILABLE TO THE COUNTY.
9 A Upon the determination of COUNTY's Board of Supervisors, by an official action, that an
10 EVENT OF DEFAULT has occurred with respect to OWNER, COUN TY'S Board of Supervisors shall have
11 the right to declare that OWNER is in material breach of this RECLAMA.TION AGREEMENT, and
12 COUNTY thereupon shall be entitled to immediately draw upon the SECURrrY, or from time to time
13 immediately make partial draws upon the SECURITY, which partial draws shall permanently reduce the
14 total amount of SECURITY. COUNTY will provide OWNER at least twenty-one (21) calendar days'
15 advance written notice of the date, time and place of the public meeting at which the COUNTYs Board of
16 Supervisors will consider and determine whether OWNER is in material breach of this RECLAMATION
17 AGREEMENT. Notwithstanding anything to the contrary herein, in the event that there is an EVENT OF
18 DEFAULT under Sections 5. A(v) and A(vi) of this RECL.AlV1ATION AGREEMENT, or there are any
19 circumstances entirely beyond the COUNTY'S (including the COUNTYs Board of Supervisors') control
20 that would frustrate COUNTY's ability to provide such notice, then {a) such notice shall not be required to
21 be provided by COUNTY to OWNER, (b) such action by COUNTY's Board of Supervisors shall not be
22 required, (c) COUNTY shall have the right to determine that an EVENT of DEFAULT has occurred, (d)
23 COUNTY shall have the right to declare that OWNER is in material breach of this RECLAMA.TION
24 AGREEMENT, (e) for an EVENT OF DEFAULT under Section 5 of RECL.AlV1ATION AGREEMENT,
25 COUNTY thereupon shall be entitled to draw upon the SECURITY of this RECL.AlV1ATION AGREEMENT.
26 B.If COUNTY draws upon the SECURITY, COUNTY shall use the proceeds thereof solely
27 to perform the reclamation of the PROPERTY in substantial conformity with the RECLAMA.TION PLAN;
28 provided however, any such act by COUNTY shall not obligate COUNTY to continue performance
4832-8862-2751.1 6
1 under, or to complete, such RECLAMATION PLAN, beyond the amount of such funds so drawn.
2 Subject to the limitation of COUNTY's obligations in the foregoing sentence, COUNTY may also use a
3 portion of such proceeds for COUNTYs reasonable administrative and overhead costs in connection
4 with such reclamation of the PROPERTY pursuant to the RECLAMATION PLAN. COUNTY shall
5 maintain records, for a period of one (1) year following the final use of any proceeds of the CASH
6 SECURITY, and such records shall be made available to OWNER within ten (10) calendar days
7 following written request thereof by OWNER.
SECTION 7. SEVERABILITY. 8
9 If any provision of this RECLAMATION AGREEMENT is determined to be illegal, invalid, void, or
10 unenforceable in a final judgment by a court of competent jurisdiction, each and every other provision
11 hereof shall remain in full force and effect.
12 SECTION 8. NOTICES.
13 A The persons and their addresses having authority to give and receive notices under this
14 RECLAMATION AGREEMENT include the following:
15 COUNTY
County of Fresno
Department of Public Works and Planning Attn: Director
2220 Tulare Street, 5th Floor
Fresno, CA 93721
Copies of notices to COUNTY shall also be given to:
Fresno County Counsel
Attn: Deputy Counsel Assigned to Land Use Matters
2220 Tulare Street, 5th Floor
Fresno, CA 93721
Em ail: CountyC ounsel@fres nocountyca .go v
OWNER
Little Bear Solar 3, LLC c/o First Solar, Inc.
Attn: Robert Holbrook, Manager -Project
Development
135 Main Street, 5th Floor
San Francisco, CA 94105
Copies of Notices to OWNER shall be given
to:
First Solar Development, LLC
Attn: General Counsel
350 West Washington Street, Suite 600
Tern pe, AZ. 85281
Email: genera lcoun sel@firstsolar.co m
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26 B.Any and all notice, consents, approvals, requests correspondences, documents, reports,
27 demands and other communications (collectively, "NOTICE") between COUNTY and OWNER provided
28 for or permitted under this RECLAMATION AGREEMENT or by law shall be in writing and delivered
4832-8862-2751.1 7
1 either by personal service, by first-class United States mail, by an overnight commercial courier service,
2 by telephonic facsimile transmission, or by Portable Document Format (PDF) document attached to an
3 email. A NOTICE delivered by personal service is effective upon service to the recipient. A NOTICE
4 delivered by first-class United States mail is effective three COUNTY business days after deposited in
5 the United States mail, postage prepaid, addressed to the recipient. A NOTICE delivered by first-class
6 United States mail is effective three COUNTY business days after deposited in the United States mail,
7 postage prepaid, addressed to recipient. A NOTICE delivered by an overnight commercial courier is
8 effective one COUNTY business day after deposit with the overnight commercial courier service,
9 delivery fees prepaid, with delivery instructions for next-day delivery, addressed to the recipient. A
1 O NOTICE delivered by telephonic facsimile or by PDF document attached to an email is effective when
11 transmission is completed (but, if such transmission is completed outside of COUNTY business hours,
12 then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day),
13 provided that the sender maintains a machine record of the completed transmission.
14 SECTION 9. LEGAL AUTHORITY.
15 Each individual executing or attesting this RECL.Afv1/:fflON AGREEMENT hereby covenants,
16 warrants, and represents to the other PARTY: (1) that he or she is duly authorized to execute and deliver
17 this RECLAMATION AGREEMENT on behalf of his or her respective PARTY in accordance with the
18 following: for OWNER, its articles of organization and operating agreement; and for COUNTY, its
19 governing legal authority; (2) that this RECLAMATION AGREEMENT is binding upon his or her respective
20 PARTY; and (3) that his or her respective PARTY is duly organized and legally existing in good standing in
21 the State of California.
22 SEC TION 10. MODIFICATION.
23 Any matters of this RECLAMATION AGREEMENT may be modified from time to time by the
24 written consent of all PARTIES without, in any way, affecting the remainder.
25 SECTION 11. NOTICE OF TRANSFER.
26 A Subject to the condition that there is not an EVENT OF DEFAULT, OWNER may transfer
27 its interest in this RECLAMATION AGREEMENT, without COUNTY'S consent as to such transfer but
28 subject to COUNTY'S consent or satisfaction, as applicable, as further provided in this Section 11,
4832-8862-2751.1 8
1 provided that such transfer is only in its entirety, to any entity or person that becomes the sole permittee
2 under CUP No. 3551 ("TRANSFEREE").
3 B.No transfer shall be effective unless and until, not later than sixty (60) calendar days after
4 the transfer, OWNER shall (a) provide written notice of the transfer to COUNTY, together with the contact
5 information for the TRANSFEREE'S duly authorized representative for purposes of receiving and giving
6 notices under Section 8 of this RECLAMATION AGREEMENT, (b) cause TRANSFEREE to execute an
7 assignment and assumption agreement, in a form and substance satisfactory to COUNTY, expressly
8 assuming all of the obligations of the OWNER under this RECLAMATION AGREEMENT, and (c) provide
9 evidence satisfactory to COUNTY that the TRANSFER EE is, or shall become, a perm ittee under CUP No.
10 3551 . Upon such satisfaction of the above conditions, OWNER shall be relieved from all further
11 obligations under this RECLAMATION AGREEMENT, save and except those obligations that, by their
12 express language, survive such an assignment and transfer.
13 C.In the event that OWNER transfers this RECLAMATION AGREEMENT as provided in
14 this Section 11, COUNTY shall continue to have all rights relating to the CASH SECURITY, unless and
15 until COUNTY accepts a replacement SECURITY, in a form approved by COUNTY as provided for in
16 Section 11 (D), delivered by TRANSFEREE. If COUNTY accepts such replacement SECURITY and
17 upon the TRANSFEREE and COUNTY executing an assignment and assumption agreement of this
18 RECLAMATION AGREEMENT, COUNTY shall promptly, but not later than thirty (30) calendar days
19 thereafter, release and return the original CASH SECURITY (in the then-current available amount
20 thereof) to OWNER.
21 D.In the event OWNER transfers this RECLAMATION AGREEMENT as provided for in this
22 Section 11, the TRANSFEREE shall provide replacement SECURITY to secure the TRANSFEREE'S
23 obligations under the assignment and assumption agreement pursuant to this RECLAMATION
24 AGREEMENT as either (i) CASH EQUIVALENT, (ii) LETTER OF CREDIT or (iii) BOND with terms and
25 conditions and requirements and in a form subject to the approval of COUNTY. A replacement CASH
26 EQUIVALENT shall include terms, conditions, and requirements as identified in Section 4 of this
27 RECLAMATION AGREEMENT. The replacement LETTER OF CREDIT or BOND shall satisfy the
28 following creditworthiness terms, conditions, and requirements, which creditworthiness terms,
4832-8862-2751.1 9
1 conditions and requirements are not the only terms, conditions and requirements of the replacement
2 LETTER OF CREDIT or BOND that are subject to the COUNTY'S approval.
3 i.For a LETTER OF CREDIT, the Financial Institution issuing the LETTER OF
4 CREDIT to COUNTY shall (1) be charted or licensed under the laws of the United States, any State
5 thereof, or the District of Columbia, and if it receives retail deposits, it shall be insured by the Federal
6 Deposit Insurance Corporation, and (2) have an issuer longer-term rating of "Investment Grade"
7 (provided however, if a Rating �ency has more than one issuer longer-term rating for a Financial
8 Institution, then all such issuer long-term ratings for the Financial Institution shall be "Investment
9 Grade") by at least two (2) of (a) Fitch Ratings Ltd, (b) IVloody's Investor Service, Inc ("fv1oody's") or (c)
10 Standard & Poor's Rating Services ("S&P") or their respective successors (collectively, the "RATING
11 AGENCIES"), which "Investment Grade" as of final execution of this RECLAMATION AGREEMENT by
12 the PARTIES is at least BBB-(S&P and Fitch) and Baa3 (IVloody's), or the equivalent rating to satisfy
13 this "Investment Grade" rating requirement at the time TRANSFEREE submits replacement SECURITY
14 for COUNTY'S approval; and
15 ii.For a BOND, the BOND shall be issued by an admitted surety, in good standing with
16 and authorized by the California Insurance Commissioner to transact business, in the State, and having
17 a minimum Best's rating of at least A FSC VII, unless COUNTY'S Personnel Services Manager, Risk
18 Management Division, expressly consents in writing to a lower Best's rating or rating from a different
19 rating service.
20 SECTION 12. RECORDATION OF E�EMENT.
21 A To enable COUNTY to access the PROPERTY for purposes contemplated by this
22 RECLAMATION AGREEMENT, OWNER shall grant to COUNTY a non-exclusive easement over, under,
23 on, and across the PROPERTY (the "EASEMENT"). A true and complete copy of the form of the
24 EASEMENT is attached hereto and incorporated herein by reference as EXHIBIT C. COUNTY shall have
25 the right, upon PARTIES' execution of this RECLAMATION AGREEMENT, to record the EASEMENT in
26 the official records of the County Recorder with respect to the PROPERTY.
27 B.OWNER promises, covenants, and warrants to COUNTY that OWNER shall not,
28 subsequent to the date of this RECLAMATION AGREEMENT, record any liens, encumbrances,
4832-8862•2751.1 10
1 covenants, conditions, restrictions, reservations, contracts, leases or licenses, easements, or rights of
2 way in the official records of the County Recorder with respect to the PROPERTY, which interferes or
3 will interfere with COUNTY's rights under the EASEMENT, without the COUNTYs express written
4 consent, which shall not be unreasonably withheld, conditioned or delayed.
5 SECTION 13. SATISFACTION OF THE RECLAMATION PLAN.
6 A Upon OWNER'S determination, in its sole discretion, that it has satisfied each of the
7 provisions of the RECL.AMA.TION PLAN, OWNER shall submit written notification to the COUNTY of such
8 determination, which notice shall be prominently entitled "Satisfaction Notice under Reclamation
9 �reement" ("SATISFACTION NOTICE"). COUNTY shall have forty-five (45) calendar days from
10 receiving OWNER'S SATISFACTION NOTICE to determine, in its sole discretion, whether OWNER has
11 satisfied the provisions of the RECL.AMA.TION PLAN. Within fifteen (15) calendar days following such
12 determination, COUNTY shall notify OWNER in writing of its determination. If COUNTY has determined
13 that any provisions of the RECLAMATION PLAN remain unsatisfied, such notice shall be prominently
14 entitled "Notice of Dissatisfaction Under Reclamation �reement" ("NOTICE OF DISSATISFACTION").
15 Within sixty (60) calendar days of receipt of a NOTICE OF DISSATISFACTION, OWNER shall satisfy
16 those provisions of the RECL.AMA.TION PLAN identified in the NOTICE OF DISSATISFACTION, except in
17 those instances where such compliance shall take longer than sixty (60) calendar days, OWNER shall
18 have such time as is reasonably necessary as long as OWNER has begun such compliance and diligently
19 continues to pursue such complian ce to completion, provided however that all such com pliance actions
20 shall be finalized within one hundred and eighty (180) calendar days of OWNER'S receipt of the first
21 NOTICE OF DISSATISFACTION. OWNER shall provide COUNTY a further SATISFACTION NOTICE
22 upon com pletion of the actions set forth in the NOTICE OF DISSATISFACTION. Upon OWNER'S
23 completion of the actions set forth in the SATISFACTION NOTICE and delivery of COUNTY's written
24 determination as set forth herein, shall be deemed OWNER'S satisfacti on of its obligations under the
25 RECL.AMA.TION PLAN and this RECL.AMA.TION AGREEMENT. Within thirty (30) calendar days following
26 such notice being given by COUNTY to OWNER, COUNTY shall release and return the then-current
27 CASH SECURITY (in the then-current available amount thereof) to OWNER, and upon the delivery
28 thereof, this RECLAMATION AGREEMENT shall terminate and the rights and obligations herein shall be
4832-8862-2751.1 11
1 of no further force or effect.
2 8.COUNTY'S failure to timely respond to OWNER'S SATI SFACTION NOTICE submitted
3 to COUNTY, as provided herein, with COUNTYs NOTICE OF DISSATIS FACTION, as provided herein,
4 shall be deemed approval of the SATISFACTION NOTICE and OWNER'S completion of its obligations
5 under the RECLAMA.TION PLAN and this RECLAMATION AGREEMENT, provided however, such
6 COUNTY failure to so timely respond shall not be deemed to be a cure of any uncured EVENT OF
7 DEFAULT. Wi thin thirty (30) calendar days following such deemed approval, following written notice
8 from OWNER, and so long as there is no uncured EVENT OF DEFAULT, COUNTY shall return the
9 then-current CASH SECURITY (in the then-current available amount thereof) to OWNER, and upon the
10 delivery thereof, this RECLAMATION AGREEMENT shall terminate and the rights and obligations
11 herein shall be of no further force or effect.
12 SECTION 14. GOVERNING LAW; VENUE.
13 A The rights and obligations of PARTIES and all interpretation and performance of this
14 RECLAMATION AGREEMENT shall be governed in all respects by the laws of the State of California.
15 8.Venue for any action arising out of or related to this RECLAMA.TION AGREEMENT shall
16 only be in Fresno County, California.
17 SECTION 15. CONS TRUCTION OF AGREEMENT.
18 PARTIES hereby acknowledge that they and their respective counsel have cooperated in the
19 drafting and preparation of this RECLAMATION AGREEMENT, for which reason this RECLAMATION
20 AGREEMENT shall not be construed against any PARTY as the drafter hereof.
21 SE CT ION 16. CO UN TERPART S.
22 This RECLAMATION AGREEMENT may be executed in one or more original counterparts, all of
23 which together will constitute one and the same agreement.
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25
SECTION 17. ENTIRE AGREEMENT.
This RECLAMATION AGREEMENT constitutes the entire agreement between OWNER and
26 COUNTY with respect to the subject matter hereof and supersedes all previous agreements, negotiations,
27 proposals, commitments, writings, advertisements, publications, and understanding of any nature
28 whatsoever unless expressly included in this RECLAMATION AGREEMENT. In the event of any
4832-8862-2751.1 12
EXHIBIT "A"
CLOSURE, DECOMMISSIONING, AND
RECLAMATION PLAN
[Update to February 2017 Preliminary Closure, Decommissioning, and Reclamation Plan)
LITTLE BEAR SOLAR PROJECT
FRESNO COUNTY, CA
Unclassified CUP Nos. 3550, 3551, 3552, 3553, 3577
SUBMITTED TO:
Fres no County Department of Public Works and Planning
Development Se rvices Divisio n
2220 Tulare Street, 6th Floor
Fresno, California 93721
PREPARED BY:
Little Bear Solar 1, LLC; little Bear Solar 3, LLC;
Little Bear Solar 4, LLC; Little Bear Solar 5, LLC
June,2019
RECEIVED COUNTY OF FRESNO
JUL 1 7 2019
OEPART/.IEIIT OF PUBLIC WORKS _ AflD PLANIIIIIG OEVtLOP l,IEIH SERVICES Dll�SiON t;i 1°<: 72 z-5
�, - - - - -... ... . -.... . - . --• - -.-.. -= - -. -- . ' -
',.-:.._ -��-�·--�-..---·----�•--------_ - .----�·�-·---�� ..
Table of Contents
1 lntroduction ......................................................................................................................................... , ...... 1
1.1 Purpose of the Reclamation Plan ................................................................................................. 1
1.2 Project Location ........................................................................................................................... 2
1.3 Project Overview .......................................................................................................................... 2
2 Regulatory Criteria ...................................................................................................................................... 3
3 Decommissioning and Reclamation Procedures ........................................................................................ S
3.1 Pre-Decommissioning Activities ................................................................................................... s
3.2 Removal of Facilities ..................................................................................................................... 5
3.3 Debris Management, Disposal, and Recycling ..... : ........................................................................ 6
3.4 Hazardous Waste Management ................................................................................................... 7
3.5 Post-Demolition Site Restoration ................................................................................................. 7
4 Project Decommissioning Costs and Bonding ............................................................................................ 8
5 References .................................................................................................................................................. 9
FIGURES
Figure 1:
Figure 2:
Figure 3:
APPENDICES
Appendix A
Project Vicinity
Project Location
Project Layout
Reclamation Cost Estimate
LITTLE BEAR SOLAR PROJECT•· CLOSURE, DECOMMISSIONING ANO RECLAMATION PLAN I Page I
Acronyms and Abbreviations
County
CUP
ESA
O&M
Project
PV
PPA
WWD
Fresno County Department of Public Works and Planning Development Services Division
Conditional Use Permit
Environmental Site Assessment
Operations and Maintenance
Little Bear Solar Project
Photovoltaic
Power Purchase Agreement
Westland Water District
LITTLE BEAR SOLAR PROJECT-CLOSURE, DECOMMISSIONING AND RECLAMATION PLAN I Page ii
'
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1 Introduction
1.1 Purpose of the Reclamation Plan
The purpose of this preliminary Closure, Decommissioning, and Reclamation Plan (Reclamation Plan) is
to establish the methodologies that could be employed for decommissioning and reclamation activities
associated with the permanent closure of the facilities at the Little Bear Solar Project (Project). The
actual actions implemented in the facility closure will be determined based on the expected future use
of the site. Therefore, a more detailed reclamation plan will be developed in advance of the start of
decommissioning activities.
This Reclamation Plan has been developed in compliance with a requirement in Fresno County
Development Services Division's Solar Facility Guidelines to "provide a Reclamation Plan detailing the
lease life, timeline for removal of the improvements and specific measures to return the site to the
agricultural capability prior to installation of solar improvements." The Guidelines provide specific
direction on the contents of the Reclamation Plan, which are discussed in further detail starting in
Section 2.
The Project is expected to operate at a minimum for the term of its Power Purchase Agreement (PPA) or
other energy contracts. For purposes of developing this plan, it is required that when the Project is
decommissioned, all Project structures and electrical equipment would be removed from the site and
the disturbed areas would be reclaimed for purposes of restoring the site to its present-day conditions,
to the extent feasible.
Thfs preliminary reclamation plan addresses the following:
•Project Description
•Regulatory Criteria
•Decommissioning and Reclamation Activities
o Pre-Decommissioning
o Removal of Facilities
o Hazardous Waste Management
o Debris Management, Disposal, and Recycling
o Post-Demolition Site Restoration
•Project Reclamation Costs and Bonding
As mentioned above, because this document addresses Project actions that would occur well in the
future, it will be updated and finalized in the months prior to the scheduled decommissioning. This will
ensure the final plan addresses the proposed future land use of the site and the applicable rules and
regulations in place at that time.
LITTLE BEAR SOLAR PROJECT--CLOSURE, DECOMMISSIONING AND RECLAMATION PIAN j Page 1
1.2 Project Overview
The Project site is located in the San Joaquin Valley, approximately 13 miles east of Interstate 5,
approximately 2.5 miles southwest of the City of Mendota, and immediately west of State Route 33 (SR-
33), in unincorporated Fresno County, Sections 13 and 14, Township 14 South, Range 14 East, Mount
Diablo Base and Meridian. Specifically, the Project site is bounded by West California Avenue to the
north, West Jensen Avenue to the south, San Bernardino Avenue to the west, and SR-33 to the east.
Figure 1-Project Vicinity shows the location of the Project site
The Project will interconnect to the PG&E-owned Mendota Substation located approximately 2 miles
west of the Project site using an existing 115 kV gen-tie line that interconnects the North Star Solar
Project and the Mendota Substation. The location of the Project site and the Mendota Substation is
shown in Figure 2-Project Location.
The Project contemplates the construction and operation of an approximately 160 megawatt (MW)
solar photovoltaic power generation facility. The Project will consist of five Individual facilities, ranging
from approximately 157 to 322 acres, and generally referred to hereafter as "Facility'', or by individual
Facility name ("Little Bear 1," "Little Bear 3," "Little Bear 4," "Little Bear 5" or "Little Bear 6" ). Each
Facility will consist of solar photovoltaic (PV) modules grouped together in a series of arrays arranged
over the site. The electric power generated by the Project will be transmitted to the Mendota Substation
by the combination of a new, approximately 1.25-mile-long, onsite gen-tie line and the existing North
Star gen-tie line. The solar facility is intended to operate year-round.
The solar PV modules will be mounted on support structures which will be designed to track the sun's
path through the sky along a single axis, oriented north-south in order to maximize the amount of
incident solar radiation absorbed over the year and the annual production of electrical power. The direct
current (DC) power output from the solar PV modules in each array will be routed to one or more
current inverter(s), which will convert the DC power input into an alternating current (AC) power output.
The AC current inverter outputs will then be routed to a step-up transformer. An underground network
of AC power cables will connect the step-up transformers to a lineup of medium voltage switchgear and
then to the Facility's 115 kV substation.
Each Facility will include Internal roads constructed of compacted native soil. Earthen basins will be
constructed to contain storm water runoff on the Project site. The Facilities will be secured through a
combination of perimeter security fencing, controlled access gates, electronic security systems, and
remote monitoring. Security fencing will be six-foot chain link topped with three-strand barbed wire.
Telecommunications will be provided by a local provider or a microwave/satellite communications
tower that will be approximately 60 feet tall. The Project will have meteorological stations within the
solar field, and each Facility may have between two and five 20-foot tall steel lattice meteorological
towers mounted on concrete foundations and installed around the perimeter of the solar field.
LITTLE BEAR SOLAR PROJECT --CLOSURE, DECOMMISSIONING AND RECLAMATION PLAN I Page 2
Each Facility may optionally have an Energy Storage System (ESS) that will provide up to four hours of
electrical storage. The ESS will be sited on an approximately one-acre area next to the onsite substation
in separate outside-rated enclosures and will consist of self-contained battery storage modules placed in
racks, converters, switchboards, integrated heating, ventilation, and air conditioning {HVAC) units,
inverters, transformers, and controls in prefabricated metal containers or in a building. The battery
storage modules would use proven storage technologies such as Lithium Ion, Sodium-Sulphu r, or
Vanadium -Redox-Flow batteries.
The five Facilities may share a single operations and maintenance (O&M) building, of up to
approximately 2,000 square feet, along with a parking area and other associated facilities. The O&M
building is depicted on the Little Bear 1 site in Figure 3a -Project Design. If a Facility does not require
use of the shared O&M building, storage enclosures may be installed on concrete pads within the
Facility site.
Figure 3-Project Layout shows the location of the components of the Project and associated facilities.
LITTLE BEAR SOLAR PROJECT-CLOSURE. OECOMMISSIONING AND RECLAMATION Pl.AN I Page 3
2 Guidance for Reclamation Plan Contents
The County's Solar Facility Guidelines provides the following guidance on the minimum content for
reclamation plans. Where necessary, reference is made to other sections of the Reclamation Plan where
more detailed information is provided:
1.Description of present use of the site;
The site is intermittently used for dry-farm agriculture and related activities, such as seasonal li vestock
grazing. According to information provided by Westlands Water District (WWD), the Project property is
non-Irrigable and thus only capable of being dry farmed. Consequently, the site has mostly lain fallow
during the past ten years.
The corridor of land containing the North Star Solar Project gen-tie line continues to be used for a
mixture of agricultural uses, such as field crops and orchards.
2.Describe the proposed alternate use of the land {all equipment to be Installed above and
underground, structures, fencing, etc.);
The Project will include the following main elements: modular photovoltaic solar panels on single-axis
trackers; direct current to alternating current power inverters mounted on concrete pads; three-phase
transformers mounted on concrete pads, a medium-voltage (34.5 kV) collection system either overhead
or underground, electric substations, a 115 kV gen-tie line, a control/administration building and parking
lot, meteorology towers, security fencing and lighting and other on-site facilities as required. Earthen
basins will be constructed to contain storm water runoff from the Project site.
3.Duration of the alternate use of the property (specify termination date);
The Project is ex pected to be in commercial operation for approximately 30 years from the
commencement of operations, with a potential for continued use in accordance with County permitting
requirements, which would require an amendment to the approved Conditional Use Permits.
LITTLE BEAR SOLAR PROJECT-CLOSURE, OECOMMISSIONING ANO RECLAMATION PLAN I Page 4
-- - - - -
- - - -- -
.. ---.----· -- ---- . . . . -�
4.Address ownership of the property (lease or sale);
The Project properties will be owned in fee title as follows:
Facllity Property Owner
Little Bear 1 Little Bear Solar 1, LLC
Little Bear 3 Little Bear Solar 3, LLC
Little Bear 4 Little Bear Solar 4, LLC
little Bear S & Little Bear 6 Little Bear Solar 5, LLC
The Project also holds real estate rights for the land across which the gen-tie line is located, through a
shared facilities agreement.
S.Describe how the subject property will be reclaimed to its previous agricultural condition (if
applicable), specifically:
a.Timeline for completion of reclamation after solar facility lease has terminated (identify
phasing if needed);
b.�andling of any hazardous chemicals/materials to be removed;
c.Removal of all equipment, structures, buildings and improvements at and above grade;
d.Removal of any below-grade foundations;
e.Removal of any below-grade infrastructure (cables/lines, etc.) that are no longer
deemed necessary by the local public utility company;
f.Detail any grading necessary to return the site to original grade;
g.Type of crops to be planted; and,
h.Irrigation system details to be used (existing wells, pumps, etc. should remain
throughout the solar facility use)
Section 3, Project Decommissioning and Reclamation Proc edures (below), provides a discussion of the
procedures that will be used to return the Project site back to pre-construction conditions. It should be
noted that although the property has been historically used for agricultural production it no longer has
rights to water delivery from the Westlands Water District, the present property owner. In consideration
of these restrictions, this Reclamation Plan contemplates decommissioning of the project and
stabilization of the site, and does not propose additional actions to restore agricultural capacity to the
property beyond Its present condition.
LITTLE BEAR SOLAR PROJECT-CLOSURE, DECOMMISSIONING AND RECLAM/l.TION PIAN I Page 5
6.A Site Plan shall be submitted along with the text of the Reclamation Plan showing the
location of equipment, structures, above and underground utilities, fencing, buffer area,
reclamation phasing, etc.
Figure 3 -Project Layout shows the site plan for the Project.
7.An engineering cost estimate of reclaiming the site to its previous agricultural condition sh all
be submitted for review and approval;
Information for the engineering cost estimate to Implement the Reclamation Plan is provided In
Attachment A.
LITTLE BEAR SOLAR PROJECT-CLOSURE, DECOMMISSIONING AND RECLAMATION PLAN I Pace 6
3 Decommissioning and Reclamation Procedures
The procedures described for decommissioning and reclamation are designed to promote public health
and safety, environmental protection and compliance with applicable regulations. It is assumed that
decommissioning will begin approximately 30 after Project operation is initiated. The Project
decommissioning plan may incorporate the sale of some of the facility components via the used
equipment market and recycling of components. Decommissioning will be conducted in accordance with
a Final Reclamation Plan that will be developed in the months prior to decommissioning being initiated.
This reclamation plan assumes that all equipment and facilities within and associated with the Project
will be removed.
3.1 Pre-Decommissioning Activities
Pre-decommissioning activities will be conducted to prepare the Project for demolition. This would
include assessing the existing site conditions and development of a Final Reclamation Plan and schedule
as described above.
Pre-decommissioning activities would include removing hazardous materials from the site including
residues that occur in equipment. All operational liquids and chemicals are expected to be removed and
disposed of as discussed in Section 3.4. Hazardous material and petroleum containers, pipelines, and
other similar structures shall be rinsed clean, when feasible, and the waste liquid collected for off-site
disposal.
Locations for decommissioned structures, non-hazardous waste, and debris will be designated on the
Final Reclamation Plan to facilitate the decommissioning process and off-site removal.
3.2 Removal of Facilities
Site decommissioning and equipment removal may take a year or more. Therefore, access roads,
fencing, electrical power, and other Project infrastructure may temporarily remain in place for use by
the decommissioning and restoration workers until no longer needed. Therefore, these components
would be the last to be removed prior to site rehabilitation.
Above• and Below-Ground Facilities
Structures that need to be dismantled during decommissioning include the onsite substations, onsite
O&M area, perimeter fence, solar field, and transformers and inverters. These structures will be
dismantled and moved to designated areas for either recycling or disposal at an approved landfill.
LITTLE BEAR SOLAR PROJECT -CLOSURE, DECOMMISSIONING AND RECLAMATION PIAN I Pace 7
Above-ground structures will be removed through mechanical or other approved methods. Below
ground structures will be removed or, upon agency approval, may remain in place to minimize soil
disturbance. Below-ground facilities/utilities that potentially may be removed include pipelines,
electrical lines and conduits, and concrete slabs.
Stormwater retention basins will be filled and brought to grade level.
Gen-Tie Transmission Lines
lf the gen-tie transmission tines will not continue to be utilized for another purpose at the time of
Project decommissioning, the lines will be removed. Decommissioning of the gen-tie will consist of
removal of all structures associated with the construction of the transmission line(s) to include, but not
limited to overhead conductors and the removal of poles. All steel will be recycled and the foundations
will be removed to a depth of at least 2 feet below the ground surface or as otherwise obligated by any
real estate agreements. Aluminum from overhead conductors will be recycled.
Roads
Access and on-site roads will remain in place to accomplish decommissioning at the end of the facility's
life and would be one of the last Project components to be removed. Any graveled roads or areas-if
not left in place for future uses-would be removed and the material used to fortify existing perimeter
roads. The compacted native soil roads in the solar field would not.need to be removed but may be
deep-chiseled to alleviate soil compaction.
3.3 Debris Management, Disposal, and Recycling
All removed material and demolition debris will be placed in designated locations within the Project.
Each stockpile will be transported off-site to either a used equipment market, off-site recycling center,
or approved landfill depending on the material type. Debris will be broken down into manageable sizes
so that transportation is simplified.
3.4 Hazardous Waste Management
All disposal and transportation of hazardous waste will be conducted under compliance with applicable
regulations as required. In areas where no record of hazardous waste exposure occurred, a visual
inspection would be conducted. If a concern is identified, further evaluation of the area shall occur and
the area or structure will be treated accordingly. A licensed state waste contractor would be used to
ensure that all required laws and regulations have been met and to address any remaining requirements
needed to successfully close the Project.
LITTLE BEAR SOLAR PROJECT-CLOSURE, DECOMMISSIONING AND RECLAMATION PLAN I Page 8
3.5 Post-Demolition Site Restoration
After removal of existing structures, the Project area will be restored to topographic conditions similar
to pre-construction. The site will be chiseled and disced to loosen compacted soils. A rangeland seed
mix of grasses and forage crops will be broadcast on the property to revegetate the site. Revegetation
will assist in preventing soil erosion and dust.
LITTLE BEAR SOLAR PROJECT •• CLOSURE, DECOMMISSIONING AND RECLAMATION PIAN I Page 9
I - -
\ . -. � - - . �--. . '
4 Project Decommissioning Costs and Bonding
Prior to the issuance of any construction-related permits (e.g., grading permits), the Applicant will
provide financial assurance In an amount sufficient to ensure restoration of the Project land to its
previous conditions, to the extent feasible, in accordance with the approved Reclamation Plan. Financial
assurances shall be made to the County of Fresno and may take the form of cash, parent guaranty, or
bond that complies with Section 66499 of the California Government Code, et seq.
The financial assurance instrument will be based on a decommissioning cost estimate provided by the
Applicant based on the final, approved design of the Project. This estimate is included as Appendix A.
LITTLE BEAR SOIAR PROJECT •• CLOSURE, DECOMMISSIONING AND RECLAMATION PLA .N I Page 10
FIGURES
LITTLE BEAR SOLAR PROJECT-CLOSURE, DECOMMISSIONING AND RECLAMATION PLAN I Page 11
'.
fi
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County
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LITTLE BEAR SOLAR PROJECT
10 Figure 1--Regiona/ Location
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Zone 11 North, Meters
Map Extent: Fresno County, CA
Date: 09-08-16 I I Author: me
G:ILltlle lklar Sobt PrOjoc:t/MXO's/ProjeCI Location
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0 LITTLE BEAR SOLAR PROJECT
0 0.5 Figure 2 •· Project Vicinity
MIies
Unlversal Transverse Mercator Map Extent: Fresno County, CA
North American Datum 1983 Zone 11 Nor1h, Meters Date: 09-08-16 l I Author: me
G:11.ltlle Boor Solar Projoct/MXO's/Projoct l.o:;tlon
1i If
First Solar Proprietary & Confidential -General
APPENDIX A
ESTIMATE OF RECLAMATION COSTS
The following provides an engineering cost estimate of reclaiming the site to its previous agricultural
condition, including equipment and labor costs to remove Project structures.
All five Little Bear Facilities are anticipated to be decommissioned simultaneously or sequentially.
However, in the unlikely event that one or more Facfllties is decommissioned prior to the others, the
estimate includes estimated costs of decommissioning each of the five Little Bear Facilities separately,
with total costs allocated on a proportional basis. Any Project structures shared by more than one Little
Bear Facility (e.g., O&M Building, gen-tie structures), and the corresponding financial assurances, would
remain in place until all Facilities utilizing those structures are decommissioned.
Rcclamotlon Costs
little Bear
Item Solar l
Hazard Wal,te removal & Cons!ructior,
�_l:PP_E� ---• ·---·-•4••---. .. _ s. __ 101,3•19
Substation Compomerib remo,•al -·Electrical Interconnection -�-•• ,-a ---•--'• •••----·-PV Module & T�bte, Torque Tubes
removal --·-............. -· --··. -s1;11a,-_�c_ld_�ompo'!ent �e_!Tloval
El��_tr_i_�al Eq�!P__mJn� -��.m�,v�_I
Sec_u�ilV Fcnc� & �_ate_ rcmoJa!.
On-Site Roads Remov�I & Site
Restoration ·-Site Discing --... . ·--. ______ ,. __ -
.
-
..
Total
By:
T:];£
Date:
?_ .. 5.9:9.?.<?. �--·· S].��2..
s 52:348 .. s _s2,,1g7 s _ _,ss.iip_� s •151�.8_4
s 89.1�7 s 120.2s0 s 640,200
Little Bear
Solar 3 -�-S_(?,674_s 2s,9p_q,··-.. s __ 2_§,7_0_,5
s .}�.17_�s _11,20�,s_ .. 2�,.?.�3s �2,!MJ
S -· '111,573s 60,12Ss 320,100
Little Bear
Solar 4
s --��G,G8�_ s_ -��.so�
S GG,763 . ----· -
s -�S,4t4_ s 1_23�q99 .t --56?�?.. s _ S7,355
s __ !.1���..!. s 1S0,313 s 800,250
Unle 8ear Little 8ear UtUe Bear Sol,r
Solar 5 Solar6 160Mwat
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s 4.3����-s -�1,8�1 s -�0'_).3�� s 68,.�_n s 3U36 s l29,���-s • -�!-�38 �-.l,I!,_?,;� s •· 181,623_s -�8,3�.? �--�?1.l J� s tB}.!S_�J 1� ••.
s --���89 s __ •• 37,l'M _ _l __ ..3,�6�582_ s 100,208 s so.10,1 s '181,000 s S33,SOO s 266,750 s 2,560,800
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Assessor"s Parcel Numbers Soown In Clrde.s.
Tax Rate Area
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Assessor's Map · Bk 01 � 1 -Pg. 11
County of Fresno, Calif. 0
,·� 1200·
RECORDING REQUESTED BY:
DANIEL C. CEDERBORG, COUNTY COUNSEL
Kyle R. Roberson, Deputy County Counsel
FRESNO COUNTY COUNSEL
2220 Tulare Street, Fifth Floor
Fresno, Califurnia 93 721
AND WHEN RECORDED MAIL TO:
OFFICE OF FRESNO COUNTY COUNSEL
STOP#32
RECORDED FOR THE BENEFIT OF THE COUNTY OF
FRESNO COUNTY, Exempt from Recording Fees; Gov.
Code§§ 6103, 27383, and 27388.1 THIS SP ACE FOR RECORDER'SUSE ONLY
GRANT QF LIMITED ACCESS EASEMENT
Little Bear Solar 3
nns GRANT OF LIMlTED ACCESS EASEMENT is made 1his -day of ____ _,
2019, by Little Bear Solar 3, LLC, a Delaware limited liability company ("GRANTOR''), in fuvor of the
County of Fresno, a political subdivision of the state of Califurnia ("COUNTY').
J.RECITALS
A.GRANTOR and Little Bear Solar 1, LLC, Little Bear Solar 4, LLC, and Little Bear Solar
5, LLC (collectively, the "PROJECT OWNERS'') propose to construct, operate, and eventu ally
decommissk>n an up to 180 megawatt photovoltaic electricity generating racility and associated
infrastructure to be known as Little Bear Solar 1, 3, 4, 5, and 6 (collectively, Little Bear Solar Project or
the ''Project''), located on an approximately 1,288 acre site in unincorporated Fresno County (the
"Project Site'), as more particularly descnbed on Exhibit A, attached hereto and incorporated by this
reference.
4831-3529-9477 2
B.On February 26, 2019, pursuant to COUN1Y Resolution No. 19-075, subject to the
conditions listed therein, the COUN1Y's Board of Supervisors certified Environmental Impact Repor t
No. 7225 for the Project, adopted :findings relating thereto, and approved Unclassified Conditional Use
Pennit ("CUP') Nos. 3550, 3551, 3552, 3553, and 3577. As descnbed in Resolution 19-075, tbe Project
will be constructed and operated in up to five facilities (each a ''Facility") as summarized in the table
below:
Project Owner Pro.iect Facility CUP No.
Llttle Bear Solar 1, LLC Little Bear Solar I 3550
Little Bear Solar 3, LLC Little Bear Solar 3 3551
Little Bear Solar 4, LLC Little Bear Solar 4 3552
Little Bear Solar 5, LLC Little Bear Solar 5 3553
Little Bear Solar 5, LLC (funnerly Little Bear Solar 6 3577
Little Bear Solar 6, LLC)
C.GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the
sole fee owner of a portion of the Project Site, the legal description of which is set forth in Exhibit B,
attached hereto and incorporated by this reference (the ''Grantor Property').
D.The Board of Supervisors conditioned approval of the Project on, among other things,
PROJFC TOWNERS' compliance with a reclamation plan, prescnbing the process fur decommiss ioni ng
of the Project (as defined below) (the ''Reclamation Plan').
E.In order to secure the PROJECT OWNERS' obligat io ns under the Reclamat ion Plan,
PROJECT OWNERS and COUN1Y have entered into a written agreement (the ''Reclamation
Agreement') by which PROJECT OWNERS covenant to, among other things, fully comply with all
provisions of the Reclamation Piao, and provide and maintain security for these obligations in the form
of cash deposit (the ''Security').
F.The term of each CUP for the Project is thirty (30) years after its effective date, which
COUN1Y may extend in its sole discretion, unless earlier terminated in accordance wi th the provisio ns
of applicable law.
G.The Reclamatio n Plan and the Reclamat ion Agreermnt require PROJECT OWNERS
to decommiss ion the solar photovoltaic power plant at (0 the expiration or termina tion of CUP Nos.
3550, 3551, 3552, 3553, and 3577 or (il) the abandommnt of the Project without the PROJECT
4831-3529-9477.2 2
OWNERS making effurts to cure a disruption of electrici ty production , whiche ver occurs fust, and
reclaim the Property to its condition before the Project was constructed.
H.PROJECT OWNERS are providing the Security to secure their obligations under the
Recla mation Agreement. {n the event one or more PROJECT OWNERS defaults tmder the
Reclamat ion Agreement, COUN1Y may draw on the Security an d use the proceeds thereof to carry
out the reclama tion oftbe Property in substantia l conformity with the Reclamation Plan.
I.In the event COUN1Y elects, in its sole discretion, to carry out the Reclamation Plan
on the Grantor Property, COUNTY must have the right to immediately access the Grantor Property.
II.GRAN T OF LIMITED EASEMENT
I.GRANTOR hereby establish es in favor o� and grants to COUNTY, including its
contractors, officers, employees, and representatives, a nonexclusive access easement over, under, on,
and across the Grantor Property (the "Easement''), solely for accessing the Grantor Property for the
lirnited purpose o� in COUNTY's so]e discretion, carrying out the reclamation of the Granter Propert y
in substantial coofunnit y with the Reclamation Plan, pursuant to the Reclamation Agreement, and fur
no other pmpose. This Easement does not impose any obligation, �ither express or implied, upon the
COUNTY to carry out any reclamation of the Grantor Property tmder the Reclamation Agreement or
with respect to the Reclamation Plan.
2 GRANTOR ex'Pressly reserves fur itself, its successors an d its assigns, the right to use
its Grantor Property or to grant other licenses or easements on the Grantor Property, so long as such
uses do not unreasonably interfere with the rights herein granted.
3.This Easemmt shall, without further action by aoy person or entity, terminate and be of
no further force or e:ffuct upon the earlier of.
a. The terminat ion of the Reclamation Agreement; or
b. COUNTY's issuance of written notice to GRANTOR that COUNTY will not
undertake or complete reclamation of the GraiiDr Property.
4 This Easement is subject to all superior matters of title on the Grantor Property, wh ich
have been recorded against the Grantor Property in the office of the Fresno County Recorder prior to
the date that GRANTOR executed this Easement, includ ing without limitation any and all liens,
483 l-3529-9477 2 3
encumbrances, covenants, conditions, restriction, reservation, contracts, leases, licenses, easements,
and rights of way.
5. This Easecrent shall not be moclified except upon COUN 'IY's written approval This
Easement shall bind and inure to tbe benefit of the successors and assigns of the parties hereto .
However, nothin.g contained herein shall be deemed to grant to the public any right of access to the
Gra ntor Property or to grant any rights in any third party.
6.This Easement may be executed in cotmterparts, wlricb taken together, shall constit ut e
one inslTUmenl
7.Th.is Easement, and the rights granted herein, shall be interpreted in accordance wi th
the laws of the State of Califumi a.
8.Upon GRANTOR'S execution and delivery of this Easement to COUNTY,
GRANTOR agrees to COUNTY's immediate recordation of this F.asemeot against the Grantor
Property in the office of the Fresno County Recorder.
9.GRANTOR represents, covenants, and warrants to COUNTY that (a) the person
executing this Easement bas full power and authority to execute and deliver this Easement to
COUNTY; (b) GRANTOR bas :full power and authority to authorize COUNTY to record this Easement
against the Grantor Property in the office of the Fresno County Recorder, (c) GRANTOR bas not
conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interes t
in or to the Grantor Property that would unreasonably interfere with the rights herein granted, and any
such conveyance or agreement in violation thereof shall be void.
lQ The Recitals above are incorporated herein by reference as though fully set forth
herein.
[SIGNATURE ON FOLLOWING PAGE]
4831-3 529.9477 2 4
GRANTOR:
Title:
EXHIBIT A
Little Bear SoJar Project Site
4831-3529-9477.2 A-1
Little Bear Solar 3
Project Site -CUP No. 3551
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA CN COUNTY OF FRESNO, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
Parcel I : APN: 019-110-06s t
The Northwest quarter of Section 13, Township 14 South, Range 14 East, Mount Diab lo Base and
Meridian, according to the Official Plat thereof.
End of Description.
EXHIBIT B
Little Bear Solar 3, LLC -Grantor Property
4831-3529-9477 2 B-1
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AP-4120
@s 156.38Ac.
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15
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Hoz.;11.201, sw ,M Agricultural PreseNe
SEC'S. 13, 14, 15,22,23, & 24, T. 14 S., R. 14 E., M.D.B. & M.
AP-4120
@s 1S6.38Ac.
-
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1S8.18Ac.
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0118 NORTH
NOTE· Ass8;SSO('s Block Numbers Sht:Hm In Elipses.
Assessor's Parwl Numbers Shown in C/rdes.
Tax Rate Area
UO-a\S 019-11
AVE.
W.W.D.
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472.70Ac.
26-UUJ'
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Assessor's Map Bk. 01 � 1 • Pg. 11
County of Fresno, Calif. 0
j °s 120()"