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Reclamation Agreement A-22-070 with Fifth Standard Solar PV LLC.pdf
OocuSign Envelope ID: O7EAC36A-1330-4EAF-AA8C-O0147952DC7E 1 RECLAMATION AGREEMENT 2 THIS AGREEMENT is entered into on February 22, 2022 (the "Effective Date" of this 3 Agreement), by and between the COUNTY OF FRESNO, a political s ubdivisio n of the State of 4 California ("COUNTY"), and FIFTH STANDARD SOLAR PV, LLC, a Delaware limited liability 5 company ("APPLICANT"), each, a "Party" to this Agreement and together, the "Parties" to this 6 Agreement. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A. B. C. D. E. RECITALS On October 22 , 2020, purs uant to County Resolution No. 12853 , subject to the conditions listed therein, COUNTY's Planning Commission certified Environmental Impact Repo11 No. 7257 for the Fifth Standa rd Solar F acility Project Complex, approving, together, three conditional u se p e rmits, U nclass ified Conditional Use Permit ("CUP") Nos. 3562 through 3564. As a condition of those approvals, COUNTY's Planning Commission required APPLICANT's compliance with that certain Reclamatio n Plan, dated September 2016 (the "Reclamation Plan"). A true and complete copy of the Reclama tion Plan is attached hereto and incorporated herein by refere nce as Exhibit A , provided however, any refere nce therein to CUP No. 3563 is not incorporated herein. In County Resolution No. 12853 , the Planning Commission further required: "Prior to the issuance of any Construction Permits ... , the required bond amount, based on the engineer's estimate, s hall be depos ited (or ev id e nce of a Bank Guarantee or Irrevocable Letter of Credit shall be provided)." APPLICANT r e presents to COUNTY that APPLICANT will undertake the performance of the project for th e uses described in CU P Nos. 3562 and 3 564 as of the Effective Date of this Agree ment, but not the use de scribe d in CUP No. 3263. The Parties acknowledge that CUP Nos. 3562 and/or 3564 may be amended and/or rev ise d, as applicable, but only upo n and s ubject to approval by COUNTY in its di scretion, and that no s uch proposed amendments or revisions are pending before COUNTY for its consideration . The uses described in C UP Nos. 3562 and 3564 generally consists of the construction, operation, and maintenance of a 150-megawatt ("MW") solar photovoltaic generation facility, Reclamation Agreement -Fifth Standard Solar PV, LLC - I - Agreement No. 22-070 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 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 F. G. and an up to 137-megawatt hour ("MWh") energy storage facility (collectively, the "Project"). The Project does not include the 20 MW solar photovoltaic generation facility, which is the use described in CUP No. 3263 . The Project will be situated on and within the boundaries of that real property commonly described as seven contiguous parcels, totaling approximately 1,280 acres in the unincorporated area of F resno County, on the west side of State Route 269 (Lassen A venue), between Gale A venue and Jayne A venue, approximately one and a half-miles south of the City of Huron and approximately two miles east ofinterstate 5 (collectively, the "Property"), as more particularly described on Exhibit B , attached hereto and incorporated herein by reference . Generally, the Reclamation Plan states that, at the end of its expected 35-year useful life, the Project would be decommissioned and dismantled and the Property restored to an agricultural use-ready condition by APPLICANT in accordance with all applicable codes and regulations. To secure APPLICANT's faithful performance of its obligations under the Reclamation Plan with respect to CUP Nos. 3562 and 3564, APPLICANT has elected, among the types of financial assurance options in the Reclamation Plan, to establish and maintain an irrevocable standby letter of credit ("Letter of Credit"), issued by a financial institution to COUNTY, which Letter of Credit shall be (i) in the initial minimum available amount equal to the registered engineer's written cost estimate thereof provided by APPLICANT to COUNTY, (ii) automatically increased, as required herein, which automatic increases are required under condition no. 5 of COUNTY's Planning Commission's conditions of approval for CUP Nos. 3562 and 3564, (iii) in a form and substance, and issued by a such a financial institution having minimum requirements satisfactory to COUNTY as provided in this Agreement; and any replacement Letter of Credit, any succeeding financial institution by way of merger or consolidation of the financial institution or its successors or assigns under subsection 2(i)(8) hereof, and any new financial institution shall satisfy such requirements, and (iv) issued and delivered to COUNTY prior to COUNTY's issuance of any construction permit relating to CUP Nos. 3562 and 3564 or any portion thereof. Reclamation Agre ement-Fifth Standard Solar PV, LLC -2 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 2 3 H. 4 I.· The Parties understand and agree the that the initial minimum avai lable amount of the Letter of C redit, as provided herein , e qua ls the registered engineer's written cost estimate thereof provided b y APPLICANT to COUNTY. COUNTY and APPLICANT enter into thi s Agreement to enable APPLICANT to comply w ith 5 the require ments of the Reclamation P lan w ith r espect to CUP Nos. 3562 and 3564, and to 6 memorialize the respons ibilities of APPLICANT, and t he rights and remedies of COUNTY, 7 w ith respect to the Reclamation Plan with respect to CUP Nos. 3562 and 3564, as well as the 8 Letter of Credit and the Financial Institution. 9 J n consideration of the foregoing facts and c ircumstances, and fo r good and va lu able 1 O cons ideration, the sufficiency of which is acknowledged and as h aving been received, the Parties 11 hereby agree as fo ll ows: 12 13 1. APPLICANT'S OBLIGATIONS. (a) APPLICANT's Compliance with Reclamation Plan. 14 APPLICANT agrees that a ll of APPLICANT's activities set forth in th e Reclamation Plan w ith 15 respect to CUP Nos. 3562 and 3564 shal l be deemed as requirements of APPLICANT under this 16 Agreement and are enforceable by COUNTY under the terms and conditions of this Agreement. 17 APPLICANT represents to COUNTY that (i) APPLICANT is not, as of the Effective Date of th is 18 Agreement, pursuing any development under CUP No. 3263, and (ii) APPLICANT understands that 19 this Agreement does not and will not satisfy the COUNTY's Planning Commi ss io n 's conditions of 20 approval for CUP No. 3263 unless and until APPLICANT shall first enter into an amendment to this 2 1 Agreement, with COUNTY, on the terms and conditions o f this Agreement that would satisfy the 22 COUNTY's P lanning Commission's conditio ns of a pproval for CUP No. 3263 as well as COUNTY, 23 and then, and not later t han five (5) business days s ubsequent to the execution of s uc h amendment by 24 the Parties, cause the F inancial Institution to issue to COUNTY an amendment to the Letter of Credit 25 to increase t h e then-cu rrent minimum avai lable amount of the Letter of Credit (which then-current 26 minimum available amount shall be a utomatically increased as required herein), so that s uch then- 27 c urrent minimum available amount is increased by the initi al minimum a mount of the increase for 28 CUP No. 3263 , w hi ch initial minimum amount of such increase shall be equa l to a registered Reclamation Agreement -Fifth Standard Solar PY, LLC -3 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E I engineer's written cost estimate thereof provided by APPLICANT to COUNTY (which initial 2 minimum amount of such increase shall be automatically increased in the same manner as required 3 herein for the then-current minimum available amount of the Letter of Credit), so that the Letter of 4 Credit, as so increased, shall secure APPLICANT's faithful performance of its obligations under this 5 Agreement, as so amended. APPLICANT shall, at its own cost, fully perform and comply with all 6 provisions of the Reclamation Plan, including without limitation Sections 5 (Reclamation Activities), 7 6 (Site Plan), 7 (Decommissioning Cost Estimate) and 8 (Financial Assurances) thereof, with respect 8 to CUP Nos. 3562 and 3564. APPLICANT shall decommission, dismantle, and remove the Project, 9 and reclaim the Property to its pre-Project condition pursuant to the Reclamation Plan with respect to IO CUP Nos. 3562 and 3564 within twelve (12) months after the earliest to occur of any of the following, 11 as reasonably determined by COUNTY: (i) there has not been substantial development of the Project 12 by October 22, 2022; (ii) the Project, or a substantial portion thereof, has not produced electricity for 13 at least six (6) consecutive months within a twelve (12) month period, or for three hundred sixty five 14 (365) non-consecutive days within any twenty four (24) month period, during the term of this 15 Agreement; (iv) the expiration or early termination of either or both of the CUP Nos. 3562 or 3564; or 16 (v) thirty-five (35) years from the commencement of operation of the Project, in its entirety (each, an 17 "Event of Project Cessation"). If there are any inconsistencies between the terms and conditions of 18 this Agreement and the provisions of the Reclamation Plan with respect to CUP Nos. 3562 and 3564, 19 such inconsistencies shall be resolved by giving precedence to the t e rms and conditions this 20 Agreement over the provisions of the Reclamation Plan with respect to CUP Nos. 3562 and 3564. 21 (b) Event of Project Cessation; Notice to COUNTY and COUNTY's Request. 22 APPLICANT shall provide written notice to COUNTY pursuant to Section 5 hereof within ten 23 ( 10) calendar days after the occurrence of any Event of Project Cessation, provided however, the 24 failure of APPLICANT to provide or delay in providing such notice shall not prohibit COUNTY from 25 exercising its rights and remedies under this Agreement. 26 In addition to the foregoing paragraph, upon COUNTY's written request to APPLICANT, 27 which shall be made in the same manner for providing notice pursuant to Section 5 hereof, concerning 28 whether there is any Event of Project Cessation, APPLICANT shall , not later than ten (10) calendars Reclamation Agreement -Fifth Standard Solar PY , LLC - 4 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-M8C-D0147952DC7E days after receipt of such request, provide written responsive notice to C OUNTY pursuant to Section 2 5 hereof, which notice shall be accompanied by copies of, or electronic links to, the records, so 3 requested by COUNTY, concerning the status of the Project's development, and of the Project's 4 operation and electricity production. APPLICANT shall retain and maintain such records for a 5 minimum of five (5) years from their creation. 6 (c) Time is of the Essence. 7 It is understood that time is of the essence in the p erformance of all obligations under this 8 Agreement and the Reclamation Plan with respect to CUP Nos . 3562 and 3564. Any reference in this 9 Agreement to "business days" shall mean the business days of the Party required to perform an l O obligation he rein, any reference in this Agreement to a major requirement of the Financial Institution 11 under the Letter of Credit shall mean the business days of the Financial Institution to perform a major I 2 requirement thereunder, and any reference in this Agreement to a Rating Agency (as hereinafter 13 defined) within respect to a Financial Institution Requirement (as hereinafter defined) shall mean the 14 business days of the Rating Agency. 15 2. SECURITY FOR APPLICANT'S PERFORMANCE OF OBLIGATIONS. 16 (a) Letter of Credit; Delivery; Required Minimum Annual Amounts; Expiration. 17 As security to COUNTY for APPLICANT's faithful performance of all of its obligations 18 under this Agreement, APPLICANT shall require the Financial Institution (as hereinafter defined) to 19 issue and deliver to COUNTY, as the beneficiary, the Letter of Credit in the initial minimum available 20 amount of at least SIX MILLION, THREE HUNDRED SIXTY EIGHT THOUSAND, FIVE 21 HUNDRED-NINETY EIGHT AND 50/100 UNITED STATES DOLLARS ($6,368,598.50) and 22 having an issue date of February 23 2 2022 (as well as having an effective date that is the same date as 23 the issue date of the Letter of Credit, if an effective date is set forth in the Letter of Credit), and an 24 initial expiration date that is on the first anniversary of the issue date of the Letter of Credit, and 25 written information satisfactory to COUNT Y of the Financial Institution complying with the Financial 26 Institution Requirements. APPLICANT shall require the Financial Institution to deliver the Letter of 27 Credit to COUNTY's Director of Public Works and Planning not later than five (5) business days 28 subsequent to the execution of this Agreement by the Parties, and COUNT Y, upon being satisfied Reclamation Agreement -Fifth Standard So lar PY, LLC -5 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E with the Letter of Credit so delivered and w ith the Financial Institution complying with the Financial 2 Institution Requirements will, not later than five (5) bu s iness days subsequent to receipt by 3 COUNTY's Director of Public Works and Planning of the Letter of Credit, provide COUNTY's 4 written acceptance of the Letter o f Cred it to the Financial Institution with a copy thereof provided to 5 APPLICANT. Such acceptance by COUNTY with respect to the Letter of Credit shall not limit 6 COUNTY's rights and remedies with respect to the Letter of Credit so accepted should the Financial 7 Institution subsequently fail to comply with the Financial Institution Requirements. 8 The Letter of C re dit s ha ll be iss ued and maintained so that the minimum avai lable amount, 9 including the automatic increases in such minimum amount as required he rein , of the Letter of Credit, 1 O for each then-current annual p e riod thereof , s hall match the minimum required amount corresponding 11 to each a pplicable then-current annual period in the "Schedule o f Require d Minimum Annual 12 Amounts," Schedule A , attached and incorporated here in by this reference, provided however, 13 subsequent to any partial drawing that has been paid to COUNTY und er the Letter of Credit, the stated 14 available amount of th e Letter of Credit for the s ubseque nt the n-curre nt annual p e ri od s hat I be reduced 15 by the a mount of such drawing. 16 The minimum ava ilabl e amount, including the automatic increases in such amount as required 17 herein, of the Letter of Cred it issued by the Financial Instituti o n to COUNTY is not a limitation o n 18 APPLICANT's obligations under this Agreement or the Reclamation Plan with respect to CUP Nos. 19 3 562 and 3564. The initial expiration date for the Letter of Credit, or a ny extended exp iration date that 20 is set fo rth in the Letter of Credit, is allowed by C OUNT Y only as an accommo dation t o 21 APPLICANT a nd th e Financial Institution is s uing the Letter of C redit, and sha ll not in any way 22 whatsoever be a limitation on APPLICANT's obligations to maintain the Letter of Credit, as required 23 herein, at all times during the te rm of this Agreement. Any acceptance of the Letter of Credit by 24 COUNTY is subject t o the prov is ions of this p aragraph. APPLICANT is not allowed to cause the 25 issuan ce of multiple Letters of C r e dit, each in a minimum avail a ble amount that is less than the 26 minimum then-current availabl e amount of the Letter of Credit required herein, to satisfy the 27 requirements herein for the Letter of Credit. 28 / / / Rec lamation Agreement -Fifth Standard So lar PY, LLC -6 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 (b) The Financial Institution -References. 2 Unless this Agreement otherwise expressly makes a distinction between or among the 3 F inancial Institution, any Succeeding Financial Institution under subsection 2(i)(8) hereof, and any 4 new Financial Institution, or such distinction is reasonably apparent from the context of this 5 Agreement, all references herein to "Financial Institution" shall mean and include the financial 6 institution, including its successors and assigns, that issues the Letter of Credit (or would issue any 7 replacement Letter of Credit) to COUNTY, or that would become a Succeeding Financial Institution 8 under subsection 2(i)(8) hereof, and/or any new Financial Institution that wou ld issue any replacement 9 Letter of Cred it to COUNTY, as applicable. 10 (c) The Letter of Credit -References. 11 Unless this Agreement otherwise expressl y makes a distinction between the Letter of Credit 12 and any replacement Letter of Credit or such distinction is reasonably apparent from the context of 13 this Agreement, all references herein to "Letter of Credit" shall mean and include the Letter of Credit 14 that is (or any replacement thereof that would be) issued by the Financial Instituti on to COUNTY, 15 and/or any replacement Letter of Credit ( or any replacement thereof) that would be issued by any new 16 Financial Institution to COUNTY, and/or there is any Succeeding F inancial Institution by way of 17 merger or consolidation of the Financial Institution or its successors or assigns under subsection 18 2(i)(8) hereof, as applicable, including any amendments to such Letter of Credit ( or any replacement 19 thereof), and/or any to such replacement Letter of Credit ( or any replacement thereof), that wou ld be 20 issued by the Financial Institution, and/or any new Financial Institution, as applicable, to COUNTY, 21 and/or there is any Succeeding Financial In stitution by way of merger or consolidation of the 22 Financial Institution or its successors or assigns under subsection 2(i)(8) hereof, as applicable. 23 (d) Applicant's Contractual Covenants. 24 All references in this Agreement to the requirements for the Letter of Credit, the Financial 25 Institution, or the Financial Institution Requirements (defined below) are APPLICANT's contractual 26 covenants to COUNTY, which requirements APPLICANT shall impose upon the Financial Institution 27 and ensure that the Financial Institution complies with such requirements at all times during the term 28 of this Agreement, for the benefit of C OUNTY, it being understood between the Parties that the Letter Reclamation Agreement -Fifth Standard Solar PV, LLC -7 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E I of Credit, the Financial Institution, and Financial Institution Requirements shall be subject to their 2 respective requirements under this Agreement. 3 (e) Financial Institution Requirements. 4 APPLICANT shall cause the Financial Institution issuing the Letter of Credit to COUNTY to: 5 (i) be chartered or licensed under the laws of the United States, any State thereof, or the District of 6 Columbia; (ii) be subject to the jurisdiction of the laws of the United States, any State thereof, or the 7 District of Co lumbi a, to the satisfaction of COUNTY, provided however, if the Financial Institution is 8 a foreign ( other nation) Letter of Credit issuer, the Financial Institution shall satisfy the juridical entity 9 and jurisdiction requirements of California Commercial Code section 51 16 , subdivision (b ), so that the l O Financial Institution is deemed to be located in and subject to the jurisdiction of the United States, any 11 State thereof, or the District of Columbia; (iii) if the F inancial Institution receives deposits, be insured 12 by the Federal Deposit Insurance Corporation ("FDIC"), provided however, notwithstanding anything 13 to the contrary in this Agreement, all requirements and references under this Agreement relating to the 14 FDIC shall apply on ly if and when the Financial In stitution receives deposits, provided further 15 however, if the Financial Institution (or new Financial Institution) does not receive deposits at the tim e 16 that it issues the Letter of Credit ( or replacement Letter of Credit), but subsequently, at any time, 17 receives deposits ( or there is any Succeeding Financial Institution by way of merger or consolidation 18 of the Financial Institution or its successors or assigns under subsection 2(i)(8) hereof, and such 19 Succeeding Financial Institution at any time receives deposits), APPLICANT shall, within thirty (30) 20 days thereof, provide written thereof notice to COUNTY purs uant to Section 5 hereof; (iv) have a 21 financial institution issuer long-term rating of at least "Investment Grade" (provided however, if a 22 Rating Agency has more than one (1) issuer long-term rating at any time for the Financial Institution, 23 then all of such issuer long-term ratings for the Financial Institution shall at all such times be at least 24 "Investment Grade") by at least two (2) of (A) Fitch Ratings Ltd. ("Fitch "), (B) Moody's Investors 25 Service, Inc. ("Moody's") or (C) Standard & Poor 's Ratings Services ("S&P") or their respective 26 successors (collectively, the "Rating Agencies"), which "Investment Grade," by way of example, as 27 of the Effective Date of this Agreement, but not as a limitation, is at least BBB-(S&P and Fitch) and 28 Baa3 (Moody's), and (v) provide written information satisfactory to COUNTY that: (A) that the Reclamation Agreement-Fifth Standard Solar PY, LLC -8 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E Financial Institution has a FDIC certificate number (or if a FDIC certificate number is no longer used 2 in the banking industry in the United States, then the equivalent thereof to the satisfaction of 3 COUNTY), and the name of the financial institution in the FDIC certificate having such FDIC 4 certificate number is identical to the name of such Financial Institution in the Letter of Credit; and (B) 5 the Rating Agencies providing a rating of the Financial Institution are using the identical name (as 6 determined by COUNTY) of the Financial Institution in the FDIC certificate having such FDIC 7 certificate number for such Financial Institution and in the Letter of Credit to identify the Financial 8 Institution in their respective Rating Agency's Publication (as hereinafter defined) (collectively, (i) 9 through and including (v) in this subsection 2(e) are the "Financial Institution Requirements"). 10 (f) Change of Rating Agency; Notice Required. 11 In the event of a change of any of the Rating Agencies that are rating the Financial Institution, 12 APPLICANT shall give written notice thereof to COUNTY pursuant to Section 5 hereof not later than 13 ten (10) business days after any such change, including written information that demonstrates the 14 Financial Institution's continued compliance with the Financial Institution Requirements. 15 (g) APPLICANT's Identification of Financial Institution. 16 APPLICANT intends for Sumitomo Mitsui Banking Corporation, New York Branch, to serve 17 as the Financial Institution under this Agreement. APPLICANT represents to COUNTY, as of the 18 Effective Date of this Agreement, that: (i) Sumitomo Mitsui Banking Corporation, New York Branch, 19 is validly existing as a foreign banking organization under the laws of the State of New York, that it 20 has all the powers of a foreign branch as specified under Article V of the Banking Law of the State of 21 New York, is authorized to transact business in the State ofNew York, and is duly licensed to 22 maintain a branch office at 277 Park Avenue, New York, New York; (ii) Sumitomo Mitsui Banking 23 Corporation, New York Branch does not receive deposits; (iii) Sumitomo Mitsui Banking 24 Corporation, New York Branch is rated by Fitch at "A ," Moody's at "Al ," and S&P at "A" in 25 compliance with the Financial Institution Requirements; and (iv) after having conducting a diligent 26 investigation, there is no pending Succeeding Financial Institution that would be by way of merger or 27 consolidation of the Financial Institution or its successors or assigns under subsection 2(i)(8) hereof. 28 COUNTY shall have the right, without undertaking any investigation, to rely solely upon such Reclamation Agreement -Fifth Standard Solar PY, LLC - 9 - DocuSign Envelope ID: O7EAC36A-1330-4EAF-AA8C-D0147952DC7E I representations by APPLICANT to COUNTY under this subsecti on 2(g), and any information 2 obtained by COUNTY from any Rating Agency under subsection 2(h) hereof, for purposes of 3 determining the Financ ial Institution's complian ce w ith the Financial Institution Requirements. 4 5 (h) Changes Relating to the Identity of the Financial Institution. (I) In the event of (i) any change of the Rating Agencies that are rating th e 6 Financial Institution, including any Succeeding Financial Institution, or a n y n ew Financial Institution, 7 as applicable, (ii) any change in the name and/or identification of a Financial Institution, including any 8 Succeeding F inancial Institution, or any new Financial Institution, as appli cab le, (iii) APPLICANT 9 causing any new F inancial Institution to issue any replacement Letter of Credit to COUNTY, (iv) any 1 O Succeeding F ina ncia l Institution by way of merger or consolidation of the F in ancial Instituti on o r its 11 successors or assigns under subsection 2(i)(8) hereof, and/or (v) any change in the FDIC certificate 12 number for the Financial Institution, COUNTY may exercise any or all of its rights as hereinafter set 13 forth in th is subsection 2(h) so that COUNTY is assured by APPLICANT that each Rating Agency 14 that is rating the Financial Institution, including any Succeeding Financial Institution, or any new l 5 F inancial Institution, as appl icable, is actua ll y identifying s uch F inancia l Institution, including any 16 s u ch S ucceeding Financial Institution, or any such new Financial Institution, as appli cable. 17 (2) In the event of the occurrence of any of the conditions identified in 18 subsection 2(h)( I) hereof, COUNTY may provide written notice to APPLICANT, which notice if so 19 provided, shall be pursuant to Section 5 hereof, (i) seeking confirmation of the identity of the 20 Financial Institution (or such any such Succeeding Financia l Institution or new F inancial Institution) 21 rated by any Rating Agency, by stating the name of the Financial Institution (or s uch Succeedi ng 22 Financial Institution or new Financial Institution) that appears to COUNTY to be the name that such 23 Rating Agency uses to identify t h e F inanc ial Institution (or such Succeeding Financial Institution or 24 new Financial Institution), which name COUNTY has obtained from such Rating Agency ("Rating 25 Agency's Apparent Name"), accompanied by t he internet web link to (or hardcopy of, if not so 26 available on the internet), the relevant page(s) that COUNTY has obtained from such Rating Agency's 27 publication(s), which shall be readily available to members of the public, showing such Rating 28 Agency's Apparent Name, including, by way of example, an internet web page ("Rating Agency's Reclamation Agreement -Fifth Standard Solar PV, LLC -10 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E Publication"), as well as a copy of the FDIC certificate having the F DIC certificate number for the 2 Financial Institution (or such Succeeding Financial Institution or new Financial Institution) reasonably 3 known to COUNTY (or stating that COUNTY cannot ascertain the FDIC certificate number for the 4 Financial Institution (or such Succeeding Financial Institution or new Financial Institution), and (ii) 5 referencing the requirements of APPLICANT's responsive written notice, as hereinafter set forth in 6 this subsection 2(h)(2). Within ten (10) business days after the date that such notice was provide d by 7 COUNTY, APPLICANT shall provide written responsive notice to COUNTY pursuant to Section 5 8 hereof (i) unconditionally representing to COUNTY that, after conducting a diligent investigation, 9 such Rating Agency 's Apparent Name that COUNTY submitted to APPLICANT is the correct name 1 O that such Rating Agency uses to identify the Financial Institution ( or such Succeeding Financial 11 Institution or new Financial Institution), as well as a copy of the FDIC certificate having the FDIC 12 certificate number for the F inancial Institution (or such Succeeding Financial Institution or new 13 Financial Institution) reasonably known to APPLICANT, or (ii) (a) representing to COUNTY that, 14 after conducting a diligent investigation, the Rating Agency's Apparent Name that COUNTY 15 submitted to AP PLICANT does not identify the Financial Institution (or such Succeeding Financial I 6 Institution or new F inancial Institution), and (b) unconditionally representing to COUNTY the correct 17 name that APPLICANT reasonably believes, after conducting a diligent investigation, such Rating 18 Agency uses to identify the Financial Institution ( or such Succeeding Financial Institution or new 19 Financial Institution), accompanied by the internet web link to (or hardcopy of, if not so available on 20 the internet), the relevant page(s) of the same Rating Agency's Publication submitted by COUNTY to 21 APPLICANT, showing such name of the Financial Institution (or such Succeeding Financial 22 Institution or new Financial Institution) (for example, if the Rating Agency's Publication 23 accompanying COUNTY's notice is the relevant page(s) of the Rating Agency's internet web site(s), 24 APPLICANT's responsive notice shall likewise be accompanied by a copy of the relevant page(s) of 25 the Rating Agency's same internet web site) as well as a copy of the FDIC certificate having the FDIC 26 certificate number for the Financial Instit ution (or such Succeeding Financial Institution or new 27 Financial Institution) reasonably known t o APPLICANT. If the written information provided by 28 APPLICANT, in COUNTY's reasonable determination, appears to be erroneous or incomplete, Reclamation Agreement -Fifth Standard Solar PY, LLC -11 - DocuSign Envelope ID: O7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 COUNTY shall, within ten (10) business days after the date that such notice was provided by 2 APPLICANT, provide written notice of objection(s) thereof to APPLICANT pursuant to Section 5 3 hereof, stating the reason(s) for COUNTY's objection(s), and the Parties shall promptly meet and 4 confer (which may be in-person, or by videoconference or telephone), and diligently and in good faith 5 act, to expeditiously resolve COUNTY's objection(s), which may include APPLICANT providing 6 additional written information that satisfies the requirements of this this subsection 2(h)(2), all of 7 which resolution process shall be completed within thirty (30) business days from the date that 8 COUNTY first provided such notice of objection(s) to APPLICANT. The type of additional written 9 information that APPLICANT shall provide to resolve COUNTY's objection(s), if any, shall be 1 O readily available to members of the public, and provided by the Rating Agency and/or the Financial 11 Institution (or such Succeeding Financial Institution or new Financial Institution); such information 12 may be corroborated with written information provided by any national investment news information 13 services, such as Bloomberg, by any national bank and investment rating service, such as Bauer 14 Financial, or written information provided by an officer of the Financial Institution (or such 15 Succeeding Financial Institution or new Financial Institution) having apparent authority to provide 16 such information, all of which shall be for COUNTY' s consideration under this subsection 2(h)(2). In 17 the event that a Rating Agency's Publication is not readily available in the typically-convenient form 18 to members of the public for any two (2) or more consecutive business days, subject to a maximum 19 allowance of five (5) business days in the aggregate (for example, a Rating Agency is not publishing 20 its Rating Agency's Publication on the internet during such period due to a calamity or disruption of 21 electronic services), (i) COUNTY and APPLICANT shall use any reasonable alternative written form 22 of the Rating Agency 's information that typically would be in the Rating Agency's Publication, so 23 long as the Parties use the same written form of the Rating Agency's information that shall be readily 24 available to members of the public under such circumstances, and (ii) the time period for performance 25 by either Party or both of the Parties, as applicable, as hereinabove set forth in this subs ection 2(h)(2) 26 shall be extended only by such same number of days within such period. Unless there is a pending, 27 unresolved objection by COUNTY, COUNTY shall have the right, without undertaking any 28 investigation, to rely solely upon such representations of and written information provide by Reclamation Agreement-Fifth Standard Solar PV, LLC -12 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E APPLICANT to COUNTY, and obtained by COUNTY from the Rating Agency, for purposes of 2 determining the Financial Institution 's (or such Succeeding Financial Institution or new Financial 3 Institution) compliance with the Financial Institution Requirements. In the event APPLICANT fails to 4 comply with the requirements of this subsection 2(h)(2), including but not limited to failing to respond 5 to any of COUNTY's notice(s) provided or attempted to be provided, or resolve any objections by 6 COUNTY to COUNTY's reasonable satisfaction, the Financial Institution (or s uch Succeeding 7 Financial Institution or new Financial Institution) shall be deemed to fail to comply with the Financial 8 Institution Requirements, and such failure shall constitute a "Special Event of Default." 9 (3) Upon the determination of COUNTY's Director of Public Works and IO Planning, or hi s or her designee (the "Director"), that a Special Event of Default has occurred, the I I Director shall have the right to immediately declare that APPLICANT is in material breach of this 12 Agreement, and COUNTY thereupon s hall be entitled, commencing upon one (I) Financial In stitution 13 business day after such occurrence of the Special Event Default, to immediately draw upon the Letter 14 of Credit, which shall be in the full available amount thereof, and hold s uch proceed s, without 15 require ment of earning intere st thereon, for the purposes of this Agreement, provided however, 16 COUNTY 's exercise of such right and remedy shall not limit COUNTY's other rights and remedies 17 under Sections 3 and/or 4 hereof or any of COUNTY 's other rights or remedies under the law or in 18 equity, and COUNTY's other rights and remedies under Sections 3 and/or 4 hereof shall not limit 19 COUNTY's exercise of such rights and remedy under subsection 2(h)(2) hereof and/or this subsection 20 2(h)(3) or any other of COUNTY' s rights or remedies under the law or in equity. COUNTY shal 1 21 provide written notice thereof pursuant to Section 5 hereof to APPLICANT, provided however, 22 notwithsta nding whether or when APPLICANT receives or is able to receive, or acts upon or is able to 23 act upon, such notice, or there are any circumstances beyond COUNTY's control that would frustrate 24 COUNTY's ability to provide such notice (and in any such case, such notice shall not be require d to 25 have been provided by COUNTY to APPLICANT), COUNTY shall in any event have the right to so 26 draw upon the Letter of C redit, which s hall be in the full available amount thereof. 27 (4) Subject to subsections 2(h)(2) and 2(h)(3) hereof, upon receipt of s uch 28 written notice provided by COUNTY to APPLICANT, under subsection 2(h)(3) hereof, APPLICANT Reclamation Agreement -Fifth Standard Solar PV, LLC -13 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E I shall, within thirty (30) calendar days, submit to COUNTY for its review and requested acceptance 2 pursuant to the terms and conditions of this Agreement, a proposed replacement Letter of Credit from 3 a new Financial Institution, which proposed replacement Letter of Credit shall comply with the 4 requirements of this Agreement, and which new Financial Institution shall comply with the Financial 5 Institution Requirements. 6 (A) Should the new Financial Institution issuing the proposed replacement 7 Letter of Credit comply with the F inancial Institution Requirements, COUNTY's review and 8 acceptance, if given, with respect to the proposed replacement Letter of Credit shall be limited so lely 9 to determining, in COUNTY's reasonable discretion, whether the proposed replacement Letter of 10 Credit and new Financial Institution comply with the requirements of this Agreement, and should the 11 proposed replacement Letter of Credit submitted to COUNTY, and/or the new Financial Institution, in J 2 COUNTY's reasonable discretion, be found by COUNTY as not in compliance with the requirements 13 of this Agreement, COUNTY shall notify APPLICANT in writing within fifteen (15) business days of 14 APPLICANT's submission thereof as to the non-compliant terms or non-compliance new Financial 15 Institution. Upon the receipt of such notification, APPLICANT shall have thirty (30) calendar days to 16 bring the proposed replacement Letter of Credit and/or Financial Institution into compli ance or submit 17 to COUNTY for its review and requested acceptance pursuant to the terms and conditions of this 18 Agreement a proposed new replacement Letter of Credit from a new Financial Institu t ion , provided 19 however, COUNTY shall contin ue to have the right to hold the full amount of the proceeds of the 20 Letter of Credit drawn upon, without requirement of earning interest thereon, for the purposes of this 21 Agreement. provided further however, COUNTY's continued exercise of such right and remedy sha ll 22 not limit COUNTY's other rights and remedies under Sections 3 and /or 4 hereof or any other of 23 COUNTY's rights or remedies under the law or in equity, and COUNTY's other rights and remedies 24 under Sections 3 and/or 4 hereof shall not limit COUNTY's continued exercise of such rights and 25 remedies under subsections 2(h)(2) and/or 2(h)(3) hereof or any other of COUNTY's rights or 26 remedies under the law or in equity. 27 (B) In the event the proposed replacement Letter of Credit and new 28 Financial Institution comply with the requirements of this Agreement, as determined by COUNTY Reclamation Agreement-Fifth Standard Solar PV, LLC -14 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-M8C-D0147952DC7E 1 under this Agreement, COUNTY's acceptance thereof shall not be withheld, conditioned or delayed, 2 and upon COUNTY's acceptance of such complying replacement Letter of Credit, COUNTY shall 3 promptly, but not later than ten (10) calendar days thereafter, return to APPLICANT the proceeds of 4 the Letter of Credit drawn upon, provided however, such acceptance by COUNTY with respect to the 5 proposed replacement Letter of Credit shall not limit COUNTY's rights and remedies with respect to 6 the proposed replacement Letter of Credit so accepted should the new Financial Institution 7 subsequently fail to comply with the Financial Institution Requirements. 8 (5) Nothing in this subsection 2(h) limits COUNTY's other rights or 9 remedies under the law or in equity . 10 (i) Financial Institution Requirements and Satisfactory Letter of Credit. 11 Pursuant to the terms and conditions of this Agreement, the Financial Institution shall comply 12 with the Financial Institution Requirements, and the Letter of Credit (including the form and substance 13 of the Letter of Credit) shall be subject to COUNTY's satisfaction. Notwithstanding anything in this 14 Agreement to the contrary, if the terms or conditions of this Agreement and the terms or conditions of 15 the Letter of Credit are in conflict, the terms and conditions of this Agreement s hall control with 16 respect to the subject matters set forth he rein. In determining whether a proposed replacement Letter 17 of Credit is satisfactory to COUNTY, COUNTY may consider whether the proposed rep lacement 18 Letter of Credit complies with the form and substance of the then-current Letter of Credit, and in any 19 event the new Financial lnstitution shall comply with the Financial Institution Requirements. 20 APPLICANT shall impose the Financial Institution Requirements upon the Financial Institution, 21 ensure that the Financial Institution complies with such requirements at all times during the term of 22 this Agreement and issues the Letter of Credit to COUNTY in compliance with the following major 23 requirements, which are not the only requirements for the Letter of Credit to be satisfactory to 24 COUNTY: 25 1. The Financial Institution shall establish in COUNTY's favor the Letter of 26 Credit, for the minimum available amount of the Letter of Credit, initially in the minimum available 27 amount, which amount shall be automatically increased as required herein, set forth in subsection 2(a) 28 hereof, for the term of the Letter of Credit. Reclamation Agreement -Fifth Standard Solar PY, LLC -15 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 2. The Letter of Credit shall be available to COUNTY by the Financia l 2 I nstitution's payment from its own immediately avai lable funds to COUNTY, via wire transfer (or 3 other form of transfer authorized by COUNTY) to COUNTY pursuant to COUNTY's payment 4 instructions, upon presentation of COUNTY's draft(s) (in the form of the sight draft attached as an 5 exhibit thereto) drawn at s ight on the Financial Institution, at its place of presentation provided 6 therein , and as allowed herein, and accompanied by the following documents: 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (A) COUNTY's statement to the Financial Institution in the form of the statement of beneficiary provided by COUNTY's purported representative, as follows: FIFTH STANDARD SOLAR PV, LLC, A DELA WARE LIMITED LIABILITY COMPANY, AND/OR ITS SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE "APPLICANT"), HAS NOT PERFORMED ONE OR MORE OF ITS OBLIGATIONS UNDER THAT CERTAIN WRITTEN RECLA MA Tf ON AGREEMENT ENTERED INTO BY AND BETWEEN THE APPLICANT AND THE COUNTY ON OR ABOUT FEBRUARY 22, 2022, AS AMENDED BY ANY WRITTEN AMENDMENT(S) THERETO (COLLECTIVELY, THE "AGREEMENT"). THE COUNTY HAS THE RIGHT, PURSUANT TO THE TERMS OF THE AGREEMENT, TO ORA W UPON THIS IRREVOCABLE STANDBY L E TTER OF CREDIT. (B) The Letter of Credit, if required to be presented by the Financial Institution. 3. COUNTY shall have the right to draw upon the Letter of Credit, and to make any requests for amendments, notices, or acknowledgements permitted under the Letter of Credit to the Financial Institution, at COUNTY's election, using either paper or electronic medium, and for electronic medium, including by way of example, as of the Effective Date of this Agreement, but not as a limitation, by a telephonic facsimi le transmission (also called telecopy), or by transmission of a portable document format [.PDF] document delivered by e lectronic mail (and if more than one means of electronic presentation is allowed by the Financial institution, then such multiple means of electronic presentation shall be permitted under the Letter of Credit). The p lace of presentation for any drawing upon the Letter of Credit using either paper or electronic medium shall be at least one of the Financial Institution's office locations within the United States, except for A laska and Hawaii, and for any drawings using paper medium, shall be freely accessib le to members of the public during the Financial Institution's regular business hours. Reclamation Agreement-Fifth Standard So lar PV, LLC -16 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 4 . COUNTY shall have the right to make partial and multiple drawings under the 2 Letter of Credit up to the then-current available amount thereof; provided however, such partial or 3 multiple drawings under the Letter of Credit shall reduce the stated avai table amount of the Letter of 4 Credit by any such partial drawing. 5 5. All drafts drawn under and in compliance with the terms and conditions of the 6 Letter of Credit shall be duly honored by the Financial Institution if drawn and presented to the 7 Financial Institution at its place of presentation in the Letter of Credit for payment as provided in the 8 Letter of Credit. The Financial Institution shall give COUNTY written notice of any dishonor within 9 three (3) business days of any presentation to the Financial Institution of any documents not made in 1 O compliance with the terms or conditions of the Letter of Credit, and such notice of dishonor shall state 11 all discrepancies upon which such dishonor is based. Any notice of dishonor that the Financial 12 Institution gives COUNTY will not bar COUNTY from curing any discrepancies with respect to such 13 presentation, or making any other presentations, in compliance with the terms and conditions of the 14 Letter of Credit. 15 6. All Financial Institution fees and charges relating to the Letter of Credit shall be 16 payable by APPLICANT, and in no way shall affect or reduce the then-current available amount of 17 the Letter of Credit, nor will such fees or charges be payable by or charged to COUNTY. 18 7. The Letter of Credit shall not in any way whatsoever be modified, amended, 19 altered, limited, or cancelled without COUNTY' s written consent; provided however, such written 20 consent shall not be required if (i) the then-current available amount of the Letter of Credits is 21 increased, (ii) the Letter of Credit Expiration Date (as defined in subsection 2(i)(9) hereof), or the 22 then-current Letter of Credit Extended Expiration Date (as defined in Subsection 2(i)(9) hereof) is 23 extended, or (iii) the Financial Institution specifies that its new, then-current electronic mail address, 24 facsimile number, or telephone number, as applicable , which shall be within the United States, except 25 for Alaska and Hawaii, for the presentation of documents for purposes of a drawing in electronic 26 medium. 27 8. The Letter of Credit, and the undertaking of the Financial Institution thereunder, 28 shall not be assigned, alienated, or delegated by the Financial Institution or its successors or assigns, Reclamation Agreement -Fifth Standard Solar PY, LLC -17 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AABC-D0147952DC7E 1 o ther than to a successor Financial Inst ituti o n by way of merger o r consolidation (s uch s uccessor 2 Financial Instituti o n, the "Succeeding Financial Institution"); upon a ny su c h merger or 3 consolidation, and continuing thereafter, (i) any S ucceeding F inancia l Institution shall be bound by the 4 terms of th e Letter of C redit a nd sha ll have th e same ob li gations as Financial Instituti on as the o ri g inal 5 Financial thereunder a nd s ha ll satis fy a ll of the require me nts for the F in a ncial In stitu t ion here und e r, 6 a nd (ii ) a ll term s, provisions and conditions contained in the Letter of C re dit (as am ended by any 7 a mendments to t he Letter of Cred it issued to COUNTY pursuant to the terms and conditions t hereof) 8 shall continu e in full force and effect and the Letter of Cred it shall remain valid , and e n forceab le and 9 b ind ing against th e Succeeding Financial Institution in accordance w ith its term s; a nd the S ucceeding 1 O Financial Institution shall give COUNTY written notice within s ix ty (60) calendar days after a ny such 11 merger o r conso lidation . 12 9. T he expiry date of the Letter of Credit s hall be deemed a utom a ti call y extended 13 an d such exten s ion shall be effective autom atically with o ut amendm en t o r notice for an add iti onal 14 period of at least o ne (l) year from the expi ration date of the Letter of Credit ("Letter of Credit 15 Expiration Date"), or each success iv e fut ure anniv ersary of the exp iratio n date thereof (each, a 16 "Letter of Credit Extended Expiration Date"), which ever is later, unless at least one hundred 17 twenty ( 120) calendar days prio r to the Letter of Cred it Exp ir ation Date, o r the then-current Letter of 18 Cred it Extend ed Expir ation Date, w hi c hever is later, the Finan cial Institution g ive s COUNTY w ritten 19 notice that the Financ ia l Institution e lects not to perm it t he Letter of Credit to be extended beyond the 20 Letter of Credit Exp irati on Date, or the then-current Letter of C redit Extended Expiration Date, 21 w hich ever is later ; a nd , in the event that such notice is g iven to COUNTY, the F inancia l Institution 22 shall engage w ith COUNTY that, notwiths tanding such notice, all drafts thereafter drawn under a nd in 23 compli a n ce with the terms of th e Letter of Credit s ha ll be duly ho nored by the Finan c ia l Institution, if 24 drawn and presented to the F in ancial Institution at its place of presentation set forth in the Letter of 25 Credit for payme nt as provided in the Letter of Credit o n or before the Letter of Credit Exp iration 26 Date, or the then-current Letter of Credit Ext e nded Expirati on Date, whichever is late r. 27 I 0. If the expiry date of the Letter of Cred it is deemed automaticall y extended as 28 provided above, the th e n-c urre nt avai lable amount of the Letter of Credit shall be deemed Reclamation Agreement -Fifth Standard Sola r PV, LL C -18 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E automatically increased to the stated amount for then-current annual period as set forth in the schedule 2 of stated amounts therein, which schedule shall match the minimum required amount corresponding to 3 each applicable then-current annual period in the "Schedule of Required Minimum Annual 4 Amounts," Schedule A, provided however, subsequent to any partial drawing that has been paid to 5 COUNTY under the Letter of Credit, the stated available amount of the Letter of Credit for the 6 subsequent then-current annual period shall b e reduced by the amount of such drawing. 7 11. Upon the Financial Institution's receipt of COUNTY's written request, the 8 Financial Institution shall promptly, but not later than ten (10) business days thereafter, issue to 9 COUNTY an amendment to the Letter of Credit to change COUNTY's payment instructions, to 1 O change COUNTY's address in the Letter of Credit, or the titles of any of COUNTY's purported 11 representatives in the Letter of Credit, or the sight draft, or the statement of beneficiary, and 12 COUNTY's written request may be presented to the Financial Institution by using any medium in the 13 Letter of Credit for drawing drafts, either in paper or electronic medium. 14 12. Upon the Financial Institution's receipt of COUNTY's written request, the 15 F inancial Institution shall promptly, but not later than ten (10) business days thereafter, give 16 COUNTY a written acknowledgment (i) confirming that the Letter of Credit remains in full force and 17 effect according to its terms (and providing specific reference to any amendments to the Letter of 18 Credit that have been issued to COUNTY, or, if no such amendments have been is sued to COUNTY, 19 the Financial Institution shall so state), (ii) confirming the then-current available amount of the Letter 20 of credit (and providing specific reference to any partial drawing(s) and the amount(s) and date(s) 2 I thereof), and (iii) confirming the then-current expiry date of the Letter of Credit; provided however; if 22 the Financial Institution has given COUNTY any such acknowledgment pursuant to this paragraph, 23 any such request that COUNTY subsequently makes shall be not less than one (I) year from the date 24 of the Financial Institution 's last acknowledgment given to COUNTY. 25 13. Any amendments to the Letter of Credit shall be prepared, executed, and 26 certified in the same form and manner as the Letter of Credit provided by such Financial Institution. 27 14 . Any amendments to Letter of Credit, and any notices and acknowledgments that 28 the Financial Institution gives to COUNTY with respect to the Letter of Credit shall be given and Reclamation Agreement-Fifth Standard Solar PV, LLC -19 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-O0147952DC7E delivered to COUNTY's address in the Letter of C redit, by commercial overnight courie r servi ce, 2 delivery fees prepaid, requirin g the signature of COUNTY's purported repre se ntative to confirm 3 COUNTY's receipt thereof. 4 15 . Except as express ly stated therein, the Letter of C re dit d oes not depend o n, n o r 5 is it s ubject to, any cond it ion or qualifi cation. 6 16. Except as expressly stated there in, the Letter of C re dit shall b e subj ect to the 7 international sta ndby practices typica ll y used by COUNTY as a be neficiary of an irrevocable s tandby 8 letter of cred it , w hi ch, as of the Effectiv e Date of thi s Agreement, are th e International Standby 9 P racti ces (ISP 98) International C hambe r of Commerce, Publication No. 590, 1998 Version (the 1 O "ISP"); to the extent not inconsistent with the ISP 98, the Letter of Credit sh a ll be governed by and 11 construed in accord a nce with th e laws of the State of Ca li fornia, including, but not limited to, Divi s io n 12 5 o f the Cali fo rnia Comm ercia l Code, entitled Uniform Comme rcia l Code--Letters of C redit, § 510 l 13 through and including § 5 11 8, a nd Appendix to Division 5-Letters of Credit. 14 17. The F inancial In stituti o n shall agree to the following for itself and its 15 representatives, successors, assigns, and property: the F inancial Institution sh a ll irrevocably and 16 unconditiona ll y s ubmit to the exclu s ive jurisdiction of the courts located within Fresno County (and 17 the res p ecti ve appellate courts the reof), in respect of a ny action o r proceeding brought again st the 18 Financial Institution, or the recognitio n o r e nforce m ent of any judgment, or th e settlement of a ny 19 di spute, arising o ut of or rel ating in any way to the Letter o f C redit; the Financial Institution sh a ll 20 irrevocably and unco nditi ona ll y waive any objection or defense, includin g but not limited to defense 21 o f an inc onveni e nt fo rum, that the Financial I nstituti on m ay n ow or hereafter have to the laying of 22 venue in such courts; a nd the Fi n a nci a l Institution shall agree not to, and shall irrevocably and 23 unco nditionally waive a n y ri g ht it mig ht o therwise have to, bring any acti o n o r proceeding agai nst 24 COUNTY in any forum other than in s uc h courts ; provided h owever, that in any actio n or proceed ing 25 that COUNTY brings the F in ancial Institution us in s uc h courts, t he F inancial Institution may bring its 26 respons ive p rocee ding in those sa me courts. 27 18 . At COUNTY's written request prior to the Letter of Credit Expiration Date, or 28 th e the n-c urrent Letter of Credit Extended Expi rati o n Date, w hi c he ver is late r, the Financial In stituti o n Reclamation Agreement -Fifth Standard So lar PV, LLC -20 - DocuSign Enve lope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 agrees, to issue a replacement original of the Letter of Credit h aving the same terms and conditions 2 thereof (the "Replacement Original Letter of Credit") o r of any amendments having the same terms 3 and conditions as any amendments to the Letter of Credit issued to COUNTY (the "Replacement 4 Original Amendments") to COUNTY if COUNTY returns the mutilated origin a l of any such 5 documents to the Financial Institution, or if COUNTY certifies to the Financial Institution that the 6 o ri gina l of any s uch documents has been lost, stolen, or destroyed and provides the Financial 7 Institution with a reasonably acceptable indemnity from a reasonably acceptab le ind emnitor. Any s uch 8 issued Replacement Original Letter of credit or any such issued Replacement Original Amendments 9 shall replace and be deemed to be the original of the issued original Letter of Credit or any issued 1 O original amendments being replaced, as applicable, and the Financial Institution sha ll mark any such J I issued Replacement Original Letter of Credit or any such issued Replacement Original Amendments 12 as the replacement original letter of credit or as the replacement original amendments, as appli cable. 13 19. The Letter of Cred it shall be executed, issued, and delivered by a duly 14 authorized officer of the Financial Institution and contain a certification by an appropriate corporate 15 officer, such as the Financial Institution 's general counsel or corporate secretary, or his or her 16 designee, who shall have authority to certify, and shall certify, that the individual executing, issuing, 17 and delivering the Letter of Credit is authorized to do so for and o n behalf of the Financial Institution, 18 and that the signature of such individual on the Letter of Credit is authentic. In I ieu of such 19 certification, the Financia l Institution may deliver to COUNTY, along with the Letter of Credit so 20 issued, a resolution or separate certificate of the Financial Institution to the foregoing effect, provided 21 that such resolution or separate certificate shall be deemed to be a requirement of the Letter of Credit 22 under this Agreement, and sha ll be subject t o th e review and acceptance of COUNTY. 23 20. No terms or condition in the Letter of Credit, or amendment thereto, or notice or 24 acknowledgement thereof provided under the Letter of Credit, shall be subject to the approval, 25 signature, or countersignature of, or notice given to, APPLICANT, and no document shall be issued, 26 signed, or counter-signed by APPLICANT as a term or condition of the Letter of Credit, or 27 amendment thereto 28 Reclamation Agreement -Fifth Standard Solar PY, LLC -2 I - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E ln the event that the Financial Institution gives COUNTY written notice that the Financia l 2 Institution elects not to permit the Letter of Credit to be extended beyond the Letter of Credit 3 Expiration Date, or the then-current Letter of Credit Extended Expiratio n Date, whichever is later, 4 APPLICANT shall , at least sixty (60) calendar days prior to the Letter of Credit Expiration Date, or 5 the then-current Letter of Credit Extended Expiration Date, whichever is later, of the Letter of Cred it, 6 cause a new Financia l Institution, which complies with the Financial Institution Requirements, to issue 7 and deliver a replacement Letter of Credit to COUNTY for its review and requested acceptance 8 pursuant to the terms and conditions of this Agreement. Such acceptance by COUNTY w ith respect to 9 the replacement Letter of Credit shall not limit COUNTY's rights and remedies with respect to the 1 O replacement Letter of Credit so accepted shou ld the new Financia l Institution subsequently fail to 11 comply with the Financial Institution Requirements. Any replacement Letter of Credit shall be issued 12 to COUNTY in the then-current available amount of the then-current Letter of Credit, including the 13 automatic increases in the amount thereof, as provided herein, and shall have an issue date not later 14 than the next calendar day after the Lette r of Credit Expiration Date, or the then-current Letter of 15 Credit Extended Expiration Date, whichever is later, of the then-current Letter of Credit. The issue 16 date of the replacement Letter of Credit shall be the same date as the effecti ve date of the replacement 17 Letter of Credit, if the effective date of the replacement Letter of Credit is set forth therein. 18 All of the requirements for, and terms and conditions concerning, the Letter of Credit, as 19 provided herein, shal l also apply to any replacement Letter of Cred it, provided that the initi al 20 expiration date of the replacement Letter of Credit sh a ll be at least one (I) year from the expiry date of 21 the then-current Letter of Credit, and provided further that the initial expiration date for the 22 replacement Letter of Credit, or a ny extended expiration date that is set fo rth in the replacement Letter 23 of Credit, is a ll owed by COUNTY only as an accommodation to APPLICANT and the Financial 24 Institution issuing the replacement Letter of Credit, and shall not in any way whatsoever be a 25 limitation on APPLICANT's ob ligations to maintain the rep lacement Letter of Credit, as required 26 herein, at all times during the term of this Agreement. Any acceptance of any replacement Letter of 27 Credit by COUNTY is subject to the provisions of this paragraph. 28 Reclamation Agreement -Fifth Standard Solar PY, LLC -22 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E APPLICANT shall impose the Financial Institution Requirements upon the Financial 2 Institution (or any or Succeeding Financial Institution or any new Financial Institution), and ensure 3 that the Financial Institution (or any or Succeeding Financial Institution or any new Financial 4 Institution) complies with such Financial Institution Requirements at all times during the term of this 5 Agreement and maintains the Letter of Credit ( or any replacement Letter of Credit) issued to 6 COUNTY, as provided herein, without loss or interruption in coverage, so that APPLICANT's 7 performance of its obligations under this Agreement is continuously secured by the Letter of Credit 8 ( or a replacement Letter of Credit) that complies in all respects with the terms and conditions of this 9 Agreement. IO COUNTY's Director is hereby authorized by COUNTY to make any determination by 11 COUNTY, or to take any action on behalf of COUNTY, required or permitted by COUNTY under 12 this Agreement, unless such action is expressly stated h e rein as required to be taken by COUNTY's 13 Board of Supervisors. 14 3. DEFAULT. 15 For purposes of this Agreement, the occurrence of any one or more of the following events 16 shall constitute an "Event of Default" by APPLICANT under this Agreement: 17 (a) APPLICANT fails to cause the Financial Institution to timely issue and deliver 18 the Letter of Credit to COUNTY, as required by Section 2 hereof; 19 (b) APPLICANT fails to create, retain, maintain or make available to COUNTY, 20 upon COUNTY's request as provided herein, any records concerning the status of the Project's 21 development, and of the Project's operation and electricity production as required by subsection 1 (b) 22 hereof. 23 (c) The breach or default, in any material respect, in the performance of any 24 obligation under this Agreement, or falsity of any representations or warranties, of APPLICANT 25 and/or written information provided by or on behalf of APPLICANT to COUNTY, including, but not 26 limited to, whether the Financial Institution complies with the Financial Institution Requirements, or 27 the confirmation of the identity of the Financial Institution (or any Succeeding Financial Institution or 28 Reclamation Agreement-Fifth Standard Solar PV, LLC -23 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E I new Financial Institutio n) for purposes of subsection 2(h) hereof, which information is deemed to be 2 material to this Agreement; 3 (d) The failure of APPLICANT to timely pay any amount payable by 4 APPLICANT, when due, in connection with the Reclamation Plan with respect to CUP Nos. 3562 5 and/or 3564 or this Agreement; 6 (e) The failure of APPLICANT to pay, or cause to be paid, when due, a ll property 7 taxes and assessments , and any penalties or interest thereon, that are a lien on the Property ; 8 (t) The fai lure of APPLICANT to observe or perform, in any material respect, any 9 other obligation under this Agreement or the Reclamation Plan with respect to CUP Nos. 3562 and/or 10 3564 for a period of thirty (30) calendar days after COUNTY provides written notice to APPLICANT 11 pursuant to Section 5 hereof, stati ng the ob li gation APPLICANT has failed to perform, provided 12 however, if the nature of the default is s uch that APPLICANT cannot reasonably cure the default 13 with in thirty (30) ca lendar days, APPLICANT s hall have an additional reasonable time to cure, 14 subject to APPLICANT commencing to cure within the thirty (30) calendar day period and diligently 15 pursuing the cure to completion and completing the cure not later one hundred twenty (120) calendar 16 days from the date of COUNTY's notice of such failure to perform. Notwithstanding any thing to the 17 contrary in this Agreement, such additional reasonable time for APPLICANT to cure a default under 18 this subsection 3(e) shall not apply to any of APPLICANT's obligations under Sections l, 2 , 6, 8 19 and/or 16 hereof; 20 (g) APPLICANT fail s to cause a new Financial Institution to timely iss ue and 21 deliver a replacement Letter of Credit to COUNTY, as required by Section 2 hereof; 22 (h) Bankruptcy, reorganization, liquidation, arrangement, in so lvency, receivers hi p 23 or conservatorship proceedings, or other proceedings for relief under any bankruptcy or similar law or 24 laws for the re li ef of debtors, are instituted by or against APPLICANT, and are not dismissed within 25 ninety (90) days of institution, or there is an assignment by APPLICANT for the benefit of creditors, 26 or any s imilar action taken by or against APPLICANT, or APPLICANT is insolvent; 27 (i) APPLICANT or APP LI CANT' s Transferee ( defined in Section 6 hereof), if it 28 is an entity, ceases to be an entity lawfully doing business in the United States, or if it is an individual, Reclamation Agreement-Fifth Standard So lar PY, LLC -24 - DocuSign Envelope ID : D7EAC36A-1330-4EAF-AA8C-D0147952DC7E ceases to be permanently and lawfull y residing in the United States, o r in eithe r s uch case, if not 2 s ubj ect to servic e of process in Ca lifornia , ceases having an agent for service of process in Cali fo rni a; 3 (j) If the Parties e nter into a n amendment to thi s A g reement, on the terms and 4 conditions of th is Agreement for the purpose of satisfying the COUNTY' s Planning Commission's 5 conditions of approval for CUP No. 3263 as well as COUNTY, but APPLICANT fails to cause the 6 Financial Institution to t ime ly issue and deliver the amendment to the Letter of Cred it to COUNTY, to 7 increase the then-current avai lable amount of the Letter of Credit, inc luding the a utomatic increases in 8 such avai labl e amount, with respect to CUP No. 3263, as required by subsectio n s I (a), 2(a), and 9 2(i)( 1) and ( I 0) hereof; 10 (k) The fa ilure of the F inanc ia l Institution to observe or perform, in any material 11 respect, a ny obl igation of the Financia l Institution under the Letter of Credit; 12 (I) T he failure of the F inancial Institut ion to satisfy the F ina nc ia l Institution 13 Require ments at any time; 14 (m) The Financial Institution announces, e ither publicly, o r to APPLICANT, the 15 anticipated clos ure or discontinuance of any place of presentation id entifi ed in the Letter of Credit fo r 16 the purpose of COUNTY's drawing under the Letter of C redit regardless of w h ether or when such 17 place of presentation closes or discontinues; or 18 (n) The Fi nancial Institution closes or discontinues any place of presentation in the 19 Letter of Credit for t he purpose of COUNTY's drawing under the Letter of Credit. 20 4 . COUNTY'S REMEDIES. 21 Upon the determination of COUNTY's Board of Supervisors, by an offici a l action, t hat an 22 Event of Default has occurred, COUNTY's Board of Supervisors shall have the right to d ecl are that 23 APPLICANT is in material breach of this Agreement, and COUNTY thereupon s ha ll be e ntitl ed to 24 immediately draw upon the Letter of Credit, or from time to time immed iately make partial drawings 25 upon the Letter of Credit, and subsequent to any partial drawing that has been p a id to COUNTY under 26 the Lette r of C redit, the stated available amount of the Letter of C redit for the s ubsequent then-current 27 annual period shall be reduced by the amount of s uch drawing, as provided in s ubsecti o n 2(a) hereof 28 and subsections 2(i)(4) and (10) hereof. COUNTY wi ll provide APPLICANT at least twenty-one (2 1) Reclamation Agreement -Fifth Standard Solar PY, LLC -25 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E calendar days' advance written notice pursuant to Section 5 hereof of the date, time and place of the 2 public meeting at which COUNTY's Board of Supervisors will consider and determine whether 3 APPLICANT is in material breach of this Agreement. 4 Notwithstanding anything to the contrary herein, in the event that there is an Event of Default 5 under subsections 3(c), 3(£), 3(g) and/or 3(h) hereof, or APPLICANT is unable able to receive or act 6 upon any notice, if provided by COUNTY, or there are any circumstances beyond COUNTY's 7 (including COUNTY's Board of Supervisors') control that would frustrate COUNTY's ability to 8 provide such notice, then (i) in any such case, such notice shall not be required to be provided by 9 COUNTY to APPLICANT, (ii) such action by COUNTY's Board of Supervisors shall not be 1 O required, (iii) COUNTY's Director shall have the right to determine that an Event of Default has 11 occurred, (iv) COUNTY'S Director shall have the right to declare that APPLICANT is in material 12 breach of thi s Agreement, (v) for an Event of Default under subsection 3(g) hereof, COUNTY 13 thereupon shall be entitled to draw upon the Letter of Credit pursuant to Section 2 hereof, and (vi) for 14 an Event of D e fault under subsections 3(h) and/or 3(i) hereof, COUNTY thereupon shall be entitled to 15 immediately draw upon the Letter of Credit, which shall be in the full available amount thereof. 16 If COUNTY draws upon the Letter of Credit, COUNTY shall use the proceeds thereof so lely 17 to perform the reclamation of the Property in substantial conformity with the Reclamation Plan with 18 respect to CUP Nos. 3562 and 3564: provided however, any such act by COUNTY shall not obligate 19 COUNTY to continue performance under, or to complete, such Reclamation Plan, beyond the amount 20 of such fund s so drawn. Subject to the limitation of COUNTY's obligations in the foregoing sentence, 21 COUNTY may also use a portion of such proceeds for COUNTY's reasonable administrative and 22 overhead costs in connection with such reclamation of the Property pursuant to the Reclamation Plan 23 with respect to CUP Nos. 3562 and 3564. COUNTY shall maintain records, for a period of one (I) 24 year after the fina l use of any proceeds of the Letter of Credit, documenting the use of the proceeds of 25 the Letter of Credit, and such records shal l be made available to APPLICANT, within ten (I 0) 26 calendar days after written request thereof by APPLICANT. 27 APPLICANT promises , covenants, and warrants that if COUNTY draws upon, or attempts to 28 draw upon, the Letter of Credit, APPLICANT (including any other persons (al so including any Reclamation Agreement-Fifth Standard Solar PV, LLC -26 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E individuals), firms, or entities acting a t t he direction of APPLICANT) sha ll not in a ny way 2 whatsoever, either directly or indirectly, defeat, interfere with, obstruct, o r cause delay to said right of 3 COUNTY to do so, including, but not limited to, demanding or instructing the F inancial Institution 4 not to honor or pay on any draw or demand for payment by COUNTY under the t erms and conditions 5 of the Letter of Credit, or taking any legal action against COUNTY and/or the Financial Institution to 6 prevent or enjoin COUNTY from drawing upon or obtaining payment under the Letter of Credit, 7 purs uant to the terms and cond iti ons the reof. 8 Nothing in this Section 4 limits COUNTY's other rights or remedies under the law or in 9 equity. 10 5. NOTICES. t 1 All notices, consents, approvals , reques ts, correspondence, documents, reports, demands and other 12 communications (collectively, "n otice") which the Parties are required or desire to serve upon or 13 deliver to one another shall be in writing and s hall be given by any of the fo ll owing methods: (i) 14 personal delivery, in which case notice is effective upon delivery ; (ii) certified or registered United 15 States mail, return receipt requested, in wh ich case notice shall be deemed delivered upon receipt if 16 delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges 17 prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is 18 confirmed by the delivery service addressed in the appropriate manner for the metho d of service, as 19 set forth below: 20 I I I 21 II I 22 I I I 23 I I I 24 / / / 25 I I I 26 I I I 27 I I I 28 I I I Reclamation Agreement -Fifth Standard Solar PY, LLC -27 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 2 3 4 5 6 7 8 9 10 11 12 13 COUNTY Director of Public Works and Planning County of Fresno 2220 Tulare Street, Eighth Floor Fresno, CA 93 721 Copies of notices to COUNTY s hall also be given s imultaneously to: Fresno County Counsel 2220 Tulare Street, Fifth Floor Fresno, CA 93721 County Administrative Officer Attn: Public Works and Planning Analyst County of Fresno Hall of Records 2281 Tulare Street, Room 304 Fresno, CA 93721 APPLICANT Senior Director, Solar Develo pment FIFTH STANDARD SOLAR PV, LLC RWE Renewables Americas 20 California St, Suite 500 San Francisco, CA 94111 Copies of notices to Applicant shall also be given simultaneously to: RWE Renewables Americas, LLC Attn: Legal Department/ 5th Standard 701 Brazos Street, Suite 1400 Austin , Texas 7870 I 14 For all claims arising out of or related to this Agreement, nothing in this Section 5 establishes, 15 waives, or modifies any claims presentation requirements or procedures provided by law, including 16 but not limited to the Government Claims Act (Division 3.6 of T itle 1 of the Government Code, 17 beginning with section 810). 18 For any written request that COUNTY makes to the Financial Institution under s ubsection 19 2(i)(l l) hereof , COUNTY shall give written notice thereof to APPLICANT under this Section 5 20 within one (1) business thereafter. 21 APPLICANT s hall promptly g ive notice to COUNTY upon APPLICANT becoming aware of 22 (i) the Financial Ins titution announcing the anticipated closure o r di scontinu a nce, or closing or 23 discontinuance, of any place of presentation in the Letter of C redit for the purpose of COUNTY' s 24 drawing under the Letter of Credit, or (ii) any merger or consolidation of the Financial Institution or 25 its successors or assigns referenced in s ubsection 2(h) hereof. 26 6. NOTICE OF TRANSFER. 27 U nless there is an Event of Default, APPLICANT may, without COUNTY's consent, transfer 28 this Agreement, but only in its entirety, to any entity lawfully doing business in the United States, or Reclamation Agreement -F ifth Standard Solar PY , LLC -28 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E any ind iv idual pe rmanently and lawfully res iding in the United States, and in either s uch case either 2 subj ect to serv ice of process in California or having an agent fo r service of process in Cali forn ia , 3 which s imultaneous ly becom es th e sole p e rmittee unde r CUP Nos. 3562 and 3564 ("Tra nsferee"). 4 Notwithstanding the foregoing , but still s ubject to the fo rego in g condition that there is not an Event of 5 Defau lt, such transfer shall n ot be effective unless a nd until , not later than thi1ty (3 0) cale ndar d ays 6 a fter the transfer, APPLICANT shall (i) prov id e writte n notice pursuant to Section 5 hereof of t he 7 tra nsfer to COUNTY, together w ith the written con tact in formation fo r the Transferee's duly 8 a uthorized representa tive fo r purposes of receiving and g iv in g notices unde r Section 5 he reof and the 9 Transferee 's agent for service of process in California, (ii) cause Transferee to execute a n assignment t O and assumption agreement, in a form and s ubsta nce reasonably satisfactory to COUNTY, expressly 11 t ra nsferring a ll o f the ri g hts of APPLICANT under thi s Agreement, a nd a ss uming a ll of the 12 obli gatio ns of APPLICANT under thi s Agreement, a nd (iii) provide written information reasona bl y 13 satisfactory to COUNTY that the Transferee is , or s hall within a reaso nable time become, the so le 14 permittee und er CUP Nos . 3562 a nd 3564. Upon such satisfacti on of the above conditions, 15 APPLICANT sha ll un conditi onally release a ll of its rights under thi s Agreement, and thereu pon be 16 re li eved from a ll of its obligations under this Agreement, except t hose obli gations that, by their 17 express language, sur vive such a n assignment and transfe r . 18 In the event tha t APPLICANT transfers this Agreement as provided in thi s Section 6, 19 COUNTY shall continu e to h ave the righ ts und er the Letter of C redit accepted and held by COUNTY, 20 un less a nd until COUNTY accepts, purs ua nt to thi s Agreement, a replacement Letter of Credit issued 2 1 to COUNTY by a new F ina ncial Institution for APPLICANT's tran sferee pursuant to th is Sectio n 6. If 22 COUNTY accepts s uc h replacement Letter of Credit, which accepta nce is s ubject to this Agreement , 23 COUNTY s ha ll promptly, but not late r than t en ( I 0) cale ndar d ays thereafter, return the Letter of 24 Cred it (in the then-current avai lable a m o unt thereof, less any drawings) being replaced to the 25 F in a nc ia l Instituti on. 26 7. RECORDATION OF EASEMENT. 27 To enable COUNTY to access the Property for purposes of contempl ated by this Agreement, 28 APPLICANT s ha ll cause the owner of the Property to irrevocably grant to COUNTY a no n-exc lu s ive Reclamation Agreement -Fifth Stand ard Solar PY, LLC -29 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 easement over, under, on, and across the Property (the "Easement"). A true and complete copy of the 2 form of the Easement is attached he reto and incorporated herein by reference as Exhibit C. COUNTY 3 shall have the right, upon the parties ' execution of thi s Agreement, to record the Easement in the 4 official records of COUNTY's Recorder with respect to the Property . 5 APPLICANT promises, covenants, and warrants to COUNTY that APPLICANT has not, since 6 COUNTY's Planning Commission's adoption of County Resolution No. 12853 , and at all times 7 thereafter until the termination of thi s Agreement, shall not record any liens, encumbrances, 8 covenants, conditions, restrictions, reservations, contracts, leases or licenses, ease ments, o r ri ghts of 9 way in the official records of COUNTY's Recorder with respect to the Prope1ty, or otherwise cause or 10 p ermit any activity, which interferes or will interfere with COUNTY's rights under the Easement, 11 without COUNTY's express written consent, which sha ll not be unreasonably withheld, conditioned 12 or delayed. J 3 APPLICANT promises, covenants, and warrants to COUNTY that the Lease between 14 APPLICANT and owner of the property, as referenced in the recitals to the Easement, shall not 15 interfere with COUNTY's ri ghts under the Easement, without COUNTY's express written consent, 16 which shall not be unreasonably withheld, conditioned or delayed. 17 8. SATISFACTION OF RECLAMATION PLAN. 18 Upon APPLICANT's reasonable determination that it has satisfied each of the provisions of 19 the Reclamation Plan with respect to CUP Nos. 3562 and 3564, APPLICANT shall s ubmit written 20 notice to COUNTY pursuant to Section 5 hereof of such determination, which notice s hall set forth 2 J the spec ific reasons and be accompanied by suppo rting written information, and s hall be prominently 22 entitled "Satisfaction Notice under Reclamation Agreement" ("Satisfaction Notice"). 23 COUNTY s hall have s ixty (60) ca lendar days to determine, in its sole discretion, whether 24 APPLICANT has fai led to sati sfy any of the provisions of the Reclamation P lan with re s pect to CUP 25 Nos. 3562 and 3564. COUNTY s hall provide written notice to APPLICANT pursuant to Section 5 26 hereof of COUNTY's determination that COUNTY either accepts the Satisfaction Notice, in which 27 case COUNTY's notice shall be prominently entitled either "Notice of Acceptance under the 28 Reclamation Agreement" ("Notice of Acceptance of Satisfaction"), or that COUNTY is dissatisfied Reclamation Ag reement -Fifth Standard Solar PV, LLC -30 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 with the Satisfaction Notice, in which case COUNTY's notice shall identify what provisions of the 2 Reclamation Plan with respect to CUP Nos. 3562 and 3564 remain unsatisfied, and may, in 3 COUNTY's discretion be accompanied by supporting written information, if any, for the reasons for 4 the notice, and such notice shall be prominently entitled "Notice of Dissatisfaction Under Reclamation 5 Agreement" ("Notice of Dissatisfaction"), as applicable. 6 Within sixty (60) calendar days of receipt of a Notice of Dissatisfaction, APPLICANT shall 7 satisfy those provisions of the Reclamation Plan with respect to CUP Nos. 3562 and 3564 identified in 8 the Notice of Dissatisfaction, except in those instances where such compliance shall take longer than 9 sixty (60) calendar day s, APPLICANT s hall have such time as is reasonably necessary as long as 10 APPLICANT has begun such compliance and diligently continues to pursue such compliance to 11 completion, provided however, all such compliance actions shall be finalized within one hundred and 12 eighty (180) calendar days of APPLICANT's receipt of the first Notice of Dissatisfaction. 13 APPLICANT shall provide COUNTY written notice pursuant to Section 5 hereof upon completion of 14 the actions set forth in the Notice of Dissatisfaction. APPLICANT's completion of the actions set 15 forth in the Notice of Satisfaction shall, upon COUNTY's determination thereof, it is sole discretion, 16 within forty ( 45) calendar days thereof, and written notice thereof, which shall be given to 17 APPLICANT pursuant to Section 5 hereof within fifteen (15) calendar days after such determination, 18 be deemed APPLICANT's satisfaction of its obligations under the Reclamation Plan with respect to 19 CUP Nos. 3562 and 3564 and this Agreement. 20 Within ten ( I 0) calendar days after either such notice of satisfaction being given by COUNTY 21 to APPLICANT, COUNTY shat I return the then-current Letter of Credit (in the then-current available 22 amount thereof, less any drawings) to the Financial Institution, and upon the delivery thereof, this 23 Agreement thereupon shall terminate and the rights and obligations herein shall be of no further force 24 or effect. 25 9. GOVERNING LAW; VENUE. 26 The rights and obligations of the Parties and all interpretation and performance of this 27 Agreement shall be governed in all re spects by the laws of the State of California. 28 Reclamation Agreement-Fifth Standard Solar PY, LLC -31 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E Venue for any action arising out of or related to this Agreement shall only be in Fresno 2 County, California. 3 10. CONSTRUCTION OF AGREEMENT. 4 The Parties hereby acknowledge that they and their respective counsel have cooperated in the 5 drafting and preparation of this Agreement, for which reason this Agreement shall not be construed 6 against any Party as the drafter hereof. 7 11. SEVERABILITY. 8 If any provis ion of this Agreement is determined to be illegal, invalid , void , or unenforceable 9 in a final judgment by a court of competent jurisd iction , each and every other provi s ion hereof shall 1 O remain in full force and effect. 1 I 12. HEADINGS. 12 The headings contained in this Agreement are for reference purposes only and shall not affect 13 in any way the meaning or interpretation of this Agreement. 14 13. THIRD-PARTY BENEFICIARIES. 15 Notwithstanding anything else to the contrary herein, the Parties acknowledge and agree that 16 n o person (including any individual), firm , corporation, or entity, other than the Parties, s hal I b e 17 deemed an intended third-party beneficiary of this Agreement. 18 14. INDEPENDENT CAPACITY. 19 The Parties agree that APPLICANT , its agents, officers, and employees act in an independent 20 capacity from COUNTY , and not as agents of COUNTY. 21 15 . LEGAL AUTHORITY. 22 Each Party represen ts and warrants to the other Party that s uch Party is duly authorized and 23 e mpowered to execute, enter into, and perform its obligations set forth in thi s Agreement, and that the 24 individual and/or entity signing this Agreement on behalf of such Party has been duly authorized to 25 execute this Agreement on behalf of s uch Party, and will, by s igning thi s Agreement on such Party's 26 behalf, legall y bind s uch Party to the terms, covenants, and conditions of this Agreement. Eac h Party 27 furth e r represents and warrants to the other Party that no other person (including any individual) or 28 entity is required to g ive its approval or consent to this Agreement in order for such Party to authorize, Reclamation Agreement -F ifth Standard Solar PV, LLC -32 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E enter into, and perform its obligations under this Agree ment, or that if such approval or consent to this 2 Agreement is re quired, that such approval or consent ha s been obtained. 3 16. APPLICANT'S AGENT FOR SERVICE OF PROCESS. 4 APPLICANT represents to COUNTY that APPLICANT's agent for service of process in 5 California, and that such agent's address for receiving such service of process in California, which 6 information APPLICANT shall maintain with the office of the California Secretary of State, is as 7 follows: 8 C T Corporation System 330 N Brand Blvd. 9 Glendale, CA 91203 10 APPLICANT further represents to COUNTY that if APPLICANT changes its agent for 11 service of process in California, or APPLICANT's agent for servi ce of process in California changes 12 its address for receiving such service of process in California, which changed information 13 APPLICANT shall maintain with the office of the California Secretary of State, APPLICANT shall 14 give COUNTY written notice thereof within fiv e (5) calendar days the reof pursuant to Section 5 15 hereof. 16 17. COUNTERPARTS. 17 This Agreement may be executed in one or more original counterparts, all of which together 18 will constitute one and the same agreement. 19 18. MODIFICATION. 20 Any matters of this Agreement may be modified from time to time by the written consent of all 21 the Parties without, in any way, affecting the remainder. 22 19. ENTIRE AGREEMENT. 23 This Agreement constitutes the entire agreement between APPLICANT and COUNTY with 24 respect to the subject matter hereof and supersedes all previous agreements, nego tiations, proposals, 25 commitments, writings, advertisements, publications, and unde rstanding of any nature whatsoever 26 unless expressly included in this Agreement. In the event of any incon sistency in interpreting the 27 documents which constitute this Agreement, the incons iste ncy s hall be resolved by giving precedence 28 in the following order of priority: ( l ) first , the text of this Agreement ( excluding Schedule A, Exhibit Reclamation Agreement -Fifth Standard So lar PY, LLC -33 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1 A , Exhibit B , and Exhibit C); (2) second, Schedule A ; (3) third, Exhibit A; (4) fo urth, Exhi bit B ; a nd 2 (5) fifth , Exhibit C. 3 20. ELECTRONIC SIGNATURES. 4 The Parties agree that this Agreement may be executed by e lectronic signature as provided in 5 this Sectio n 20. 6 (a) An "electronic s ignature" means any symbol or process intend ed by an individual 7 s i gn ing thi s Agreement to represent the ir s ignature , inc luding but n o t limite d to (i) a digital sig n ature; 8 (ii) a faxed version of an o ri ginal handw ritte n s ig nature ; or (ii i) an e lectronica ll y scanne d a nd 9 trans mitted (fo r example by PDF doc ument) of a handw ritte n s ig n ature. 10 (b) Each electronic signature affixed o r attached to this Agreement (i) is deemed 11 e quivalent t o a valid o ri g in a l h andwritten s ignature of the person s ig ning this Agreement for all 12 purposes, including but not limited to evid e ntiary proof in any administrative o r judicial proceeding, 13 and (ii) has the same force a nd effect as the va lid orig ina l handwritten s ignature o f that person. 14 (c) The prov is ions of this Sectio n 20 satisfy the require m ents of C ivil Code section 15 1633 .5, s ubdivision (b), in the U ni form E lectroni c Transaction Act (Civ il Code, Division 3, Part 2 , 16 T itl e 2.5, beginning with secti on 1633 .1 ). 17 (d) Each Party using a digital s ignatu re r epresents that it ha s undertaken a nd satis fi e d the 18 requirements of Government Code section 16.5 , subdiv ision (a), paragraphs (1) thro u g h (5), and 19 a grees that each other Party may r e ly upon that re presentatio n . 20 (c) T his Agreement is n ot conditioned upo n the Parties conducting the transactio n s unde r 21 it by electronic means and either Party may s ig n this Agreement with an orig ina l handwritten 22 sign a ture. 23 (Signature page is next page.) 24 25 26 27 28 Reclamation Agreement -F ifth Stand ard Solar PY, LLC -34 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E IN WITNE SS WHEREOF, APPLICANT and COUNTY hereby execute this Agreement as of 2 the date first written above. 3 4 5 6 7 8 9 10 11 12 13 COUNTY OF FRESNO vltlL By: ___________ _ Brian Pacheco , Chairman of the Board of Supervisors of the County of Fresno ATTEST: Bernice E. Seidel , Clerk of the Board of Supervisors County of Fresno , State of California By:~ Deputy 14 For accounting use only: 15 Org: 16 Account: 17 Fund: 18 Subclass : 19 Program: 20 21 22 23 24 25 26 27 28 FIFTH STANDARD SOLAR PV, LLC, a Delaware limited liability company By: RWE Investco EPC Mgmt, LLC, a Delaware limited liability company Its ManagerG 0°J::jY '<;lvJ1 6 ~ 2E7DD840F7FE4C9 ... By: ___________ _ Edward Shelton , Vice President Reclamation Agreement -Fifth Standard Solar PV , LLC -35 - DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 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 SCHEDULE A Schedule of Required Minimum Annual Amounts [See Attached] Reclamat ion Agreement-Fifth Standard Solar PV, LLC DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E Year No. 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 29 30 31 32 33 34 35 Schedule of Required Minimum Annual Amounts Schedule A Annual Period Required Minimum Annual Amount Febraury 23, 2022 -February 22, 2023 $6,368,598.50 Febraury 23, 2023 -February 22, 2024 $6,559,656.46 Febraury 23, 2024 -February 22, 2025 $6,756,446.15 Febraury 23, 2025 -February 22, 2026 $6,959,139.53 Febraury 23, 2026 -February 22, 2027 $7,167,913.72 Febraury 23, 2027 -February 22, 2028 $7,382,951.13 Febraury 23, 2028 -February 22, 2029 $7,604,439.66 Febraury 23, 2029 -February 22, 2030 $7,832,572.85 Febraury 23, 2030 -February 22, 2031 $8,067,550.04 Febraury 23, 2031 -February 22, 2032 $8,309,576.54 Febraury 23, 2032 -February 22, 2033 $8,558,863.84 Febraury 23, 2033 -February 22, 2034 $8,815,629.75 Febraury 23, 2034 -February 22, 2035 $9,080,098.65 Febraury 23, 2035 -February 22, 2036 $9,352,501.60 Febraury 23, 2036 -February 22, 2037 $9,633,076.65 Febraury 23, 2037 -February 22, 2038 $9,922,068.95 Febraury 23, 2038 -February 22, 2039 $10,219,731.02 Febraury 23, 2039 -February 22, 2040 $10,526,322.95 Febraury 23, 2040 -February 22, 2041 $10,842,112.64 Febraury 23, 2041 -February 22, 2042 $11,167,376.02 Febraury 23, 2042 -February 22, 2043 $11,502,397.30 Febraury 23, 2043 -February 22, 2044 $11,847,469.22 Febraury 23, 2044 -February 22, 2045 $12,202,893.30 Febraury 23, 2045 -February 22, 2046 $12,568,980.09 Febraury 23, 2046 -February 22, 2047 $12,946,049.50 Febraury 23, 2047 -February 22, 2048 $13,334,430.98 Febraury 23, 2048 -February 22, 2049 $13,734,463.91 Febraury 23, 2049 -February 22, 2050 $14,146,497.83 Febraury 23, 2050 -February 22, 2051 $14,570,892.76 Febraury 23, 2051 -February 22, 2052 $15,008,019.55 Febraury 23, 2052 -February 22, 2053 $15,458,260.13 Febraury 23, 2053 -February 22, 2054 $15,922,007.94 Febraury 23, 2054 -Febru ary 22, 2055 $16,399,668.18 Febraury 23, 2055 -February 22, 2056 $16,891,658.22 Febraury 23, 2056 -February 22, 2057 $17,398,407.97 Reclamation Agreement -Fifth Standard Solar PV, LLC DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBIT A 2 Reclamation Plan 3 [See Attached] 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 Reclamation Agreement -Fifth Standard Solar PV, LLC DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D01479 52DC7E • RECLAMATION PLAN FIFTH STANDARD SOLAR PROJECT COMPLEX FRESNO COUNTY, CALIFORNIA Prepared for: Fifth Standard Solar PV, LLC an affiliate of RWE Solar Development, LLC 20 California Street, Su ite 500 San Francisco, CA 94111 Contact: Matt Stucky (matt.stucky@rwe.com) Prepared By: Kimley >>> Horn Kimley-Horn and Associates , Inc. 1100 W Town and Country Rd, Suite 700 Orange, CA 92868 Contact: David Bossu, P.E. Prepared on: August 18, 2021 DocuSign Envelope ID : D7EAC36A-1330-4EAF-AA8C-D0147952DC7E TABLE OF CONTENTS FIFTH STANDARD SOLAR PROJECT COMPLEX Reclamation Plan TABLE OF CONTENTS Reclamation Plan 1. 0 Current Site Use 2.0 Proposed Use of the Site 3. 0 Duration of the Proposed Use 4.0 Current and Future Ownership 5.0 Reclamation Activities 6. 0 Site Plan 7. 0 Decommissioning Cost Estimate 8.0 Financial Assurances 9.0 Owner Notification Appendices A. Fifth Standard Solar Project Complex Site Plan B. Notification of Reclamation Plan to Owners of Record List of Tables Table 1 Site Ownership Table 2 Fifth Standard Solar Project Complex Decommissioning Cost Estimate Fifth Standard Solar Project Complex August 2021 i 1 1 2 2 2 3 5 6 7 7 A-1 B-1 3 6 DocuSign Envel ope ID: O7EAC36A-1330-4EAF-AABC-D0147952DC7E This page intentionally left blank Fifth Standard Solar Project Complex August 2021 ii Kimley >>>Horn DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E RECLAMATION PLAN In 2011 , Fresno County approved specific requirements for site reclamation following development and decommissioning of solar facilities. In order to comply with these requirements, Kimley-Horn and Associates, Inc. and Fifth Standard Solar PV, LLC, a Delaware limited liability company (the "Applicant," being an affiliate of RWE Solar Development, LLC, successor in interest to EC&R Solar Development, LLC), have prepared this Reclamation Plan to support the Fifth Standard Solar Project Complex (the "Project") in obtaining Construction Permits. This plan provides the information requ ired under Fresno County's Reclamation Plan guidance, including details of site use, ownership of the property, the reclamation process and timeline , and an engineering cost estimate . 1.0 CURRENT SITE USE Description of present use of site The Project site will be approximately 1,280 acres of land and includes the Fifth Standard Solar Facility, a 150 MW solar photovoltaic (PV) energy generation facility , and the Blackbriar Battery Storage Facility , a 137 MW battery storage facility that would utilize five acres of the Project site. The Project is located 1.5 miles south of Huron , California, in an unincorporated area of Fresno County. Lassen Avenue (California State Route 269) borders the eastern side of the site and is the only paved road in the immediate vicinity of the site. Trinity Avenue, Tractor Avenue, and Phelps Avenue intersect the site, but are not improved roads. Other nearby communities include Avenal (10 miles south), Ora (11 miles west), Kettleman City (12 miles southeast), and Coalinga (13 miles west). Surrounding land uses include farmland, the Pacific Gas and Electric Company's (PG&E's) Gates Substation and two nearby solar generating facilities (Gates Solar and West Gates Solar). The Gates Substation is located 0.4 mile southwest of the Project site . The existing West Gates Solar facility is adjacent to the Gates Substation , 0.5 mile southeast of the site. The Gates Solar facility is located to the north and immediately adjacent to the Project site. Interstate 5 (1-5) is located approximately 2 miles west of the site. The Pleasant Valley Ecological Reserve is located across 1-5, 6 miles west of the site (CDFW, 2016). New Coalinga Municipal Airport is located approximately 9 miles to the west of the site. The Project site is located in an area of predominantly agricultural land. It is zoned AE20 and is designated "Exclusive Agricultural" under the Fresno County General Plan. Land use within the Project site currently consists of actively farmed row crops, including tomatoes and wheat. Irrigation lines and access roads are also present on the Project site. Several power lines border and cross the site, including high-voltage transmission lines. There are six existing wells on the site, four of which are active. Fifth Standard Solar Project Complex August 2021 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AABC-D0147952DC7E 2.0 PROPOSED USE OF THE SITE Describe the proposed alternate use of the land (all equipment to be installed above ground and underground, structures, fencing etc.) The Applicant is proposing to construct, operate, maintain, and ultimately to decommission the Project on an approximately 1,271-acre site in unincorporated Fresno County. The Project site is located 2 miles east of 1-5, 1.5 miles south of Huron , and approximately 13 miles east of Coalinga . There is a proposed onsite substation, where power generated/stored at the facility shall be increased in voltage to match that of the point of interconnection at the adjacent Gates Substation. Fifth Standard and Blackbriar will share a single generation inter-tie ("gen-tie") line which shall connect the Project substation to the Gates Substation. The gen-tie line will require approximately 0.3 mile of 230-kV, single-circuit overhead electric transmiss ion line to connect the Project site to the Gates Substation . Major components of the Project include solar PV panels mounted on a single-axis tracker system, inverters, an onsite substation , an underground collection system , and an overhead transmission line. Major components of the energy storage facility include battery containers, inverters, transformers, switchgear, fenc ing, concrete foundations and an underground collection system. 3.0 DURATION OF THE PROPOSED USE Duration of the alt ernate use of the property (specify termination date) The Project is expected to have a lifespan of 35 years. At that time, the facilities would be decommissioned and dismantled and the site restored to an agricultural use-ready condition in accordance with all applicable codes and regulations. Assuming that the Project is operational in late 2022 , the anticipated termination date would be in late 2057, with decommissioning activities taking place in 2058. 4.0 CURRENT AND FUTURE OWNERSHIP Address ownership of the property (lease or sale) The Applicant has finalized lease negotiations with the current landowners (see Table 1) and has site control for a period up to 35 years. Fifth Standard Solar Project Complex 2 August 2021 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E Williamson Act Parcel# Contracts Number 075-060-15S AP 365 075-060-52S AP 367 075-070-01 S AP 2227 075-070-32S AP 2227 075-070-34S AP 2227 075-070-35S AP 2799 075-070-33S AP 2799 SOURCE: Fresno County, 2016. TABLE 1 SITE OWNERSHIP Ownership G3 Farmi ng Trust Woolf Properties G3 Farming Trust Woolf Family T rust No. 1 Woolf Family Trust No . 1 Woolf Family Trust No. 1 Woolf Family Trust No. 1 5.0 RECLAMATION ACTIVITIES Describe how the subject property will be reclaimed to its previous agricultural condition, specifically: A) Timeline for completion of reclamation after solar facility has termed The Project has an expected lifetime of 35 years, after which time it would be decommissioned and the site restored to a condition suitable for agricultural use. The reclamation process will include the disassembly and removal , or demolition (if applicable), of all above-and below-ground infrastructure, including: solar PV panels mounted on a single axis-tracking system , battery containers, inverters, transformers, substation equipment, operation and maintenance container, switchgear, control building container, fencing , concrete foundations, underground collection system, and an overhead transmission line. The reclamation activities will be conducted following expiration of all power purchase agreements. Decommissioning will take 12 months. B) Handling of any hazardous chemicals/materials to be removed During decommissioning, all electrical equipment will be disassembled and removed for re-use or recycling. During Project operation and maintenance, no hazardous materials are anticipated to be necessary to be handled, stored, transported, used, or disposed of on the Project site. Therefore, the handling and removal of hazardous chemicals/materials will not be a significant component of the reclamation process. Any hazardous chemicals that are brought onto the Project site w ill be handled in compliance with all regulations and standards. All necessary documentation (such as a Hazardous Materials Business Plan, Risk Management Plan, or Spill Prevention Control and Countermeasures Plan, if required) will be completed and submitted to the County in the required timeframe and maintained at the facility site in accordance with applicable rules and regulations. Fifth Standard Solar Project Complex August 2021 3 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E C) Removal of all equipment, structures, buildings and improvements at and above grade, Decommissioning includes removal of above-ground and below-ground structures; and site reclamation, including restoration of topsoil, revegetation, and seeding to reduce erosion. Temporary erosion and sedimentation control Best Management Practices (BMPs) would be implemented during the decommissioning phase of the Project. Decommissioning activities would consist of: • Disconnecting the facility from the utility power grid; • Dismantling and removal of all above ground equipment and structures including: solar PV panels mounted on single-axis tracker system, inverters , transformers , operation and maintenance container , substation, and overhead transmission line, Removal of switchgear, including: disconnecting switches , circuit breakers, battery containers , switchgear; • Removal of fence posts and fencing ; • Removal of roads (both graveled and compacted earth, including the aggregate base); • Break-up and removal of concrete pads and foundations; and • Decompact compacted service areas and return to agricultural use-ready conditions. It is not anticipated that grading would be required ; • Cleaning and removal of all debris onsite to restore site to pre-developed conditions. At the end of the Project life, the PV panels should be evaluated to determine their va lue in a secondary market. If not resold or repurposed , they should be recycled . The battery containers would be evaluated to determine their value in a secondary market. If not resold or repurposed , they would be recycled . The majority of the remaining Project components should be recycled. Equipment, such as drive controllers, inverters, transformers, and switchgear, can be either re-used or their components recycled . Poured concrete pads should be removed and recycled or reused as clean fill. D) Removal of any below grade foundations The Project may require limited construction of below-grade foundations to provide support for battery containers . Assuming a subsequent allowable and desirable use for the foundations is not identified , all below-grade concrete foundations will be demolished , unearthed and removed from the facility site . Appropriate civil construction work (such as back-filling) will follow the extraction of the below-grade concrete foundations in order to achieve reclamation of the land for agricultu ral use . E) Removal of any below grade infrastructure (cables/lines, etc.) that are no longer deemed necessary by the local public utility company The Project will require installation of numerous underground electrical cables and associated infrastructure needed for facility operation . Depending on final design, these underground cables will be installed in either PVC or rigid steel conduits and/or di rect-bury as allowed by code. The reclamation process shall include the removal of all underground Fifth Standard Solar Project Complex August 2021 4 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D01479 52 DC7E conduits and cables, with each material to be sorted and routed for recycling as appropriate. Once cables and conduits are removed all exposed trenches will be back- filled . F) Detail any grading necessary to return the site to original grade The Project site is generally level and will not require grading prior to construction , and therefore will require limited or no grading following decommissioning. G) Types of crops to be planted Following decommissioning , the Project site shall be returned to a condition suitable for agricultural use. During the decades of use as a solar facility, the soil should not be regularly tilled or irrigated . The rows between the panels will likely become compacted. After removing the equipment, decompaction of soils shall occur through deep ripp ing. The ripping depth should be dependent upon the compaction depth . Soil moisture shall be adjusted as necessary to achieve best results during the ripping operation . Special attention should be given to the areas between the panels , compacted earth areas, and the gravel access roads. A cover crop , s uch as a grain/vetch mix, should then be grown for at least one season . Vetch is a nitrogen-fixing crop that helps return this key nutrient to site soils. The grain should generate a good volume of organic matter, and tilling the grain stubble into the soil should help elevate organic matter content in the soil. Beyond the first year's cover crop, the type of crops planted will be at the discretion of the landowner and depend on factors such as the availability of water for irrigation and general conditions in the agricultural sector at the time . Any irrigation water shall be obtained from either onsite wells or an extern a l source. HJ Ir riga ti on system details to be use d (existin g well, pumps, etc. should remain throughout the solar fa cility use There are si x ex isting wells within the Fifth Standard Solar Complex, four of which are active and adequate for use during construction of the Project. Water necessary for operation and maintenance of the Project will be minimal and is expected to be suppl ied from groundwater, although other sources may be used. Existing wells and associated agriculture-related irrigation infrastructure will be left in situ for the life of the Project. 6.0 SITE PLAN Site plan drawings are attached (see Appendix A). Fifth Standard Solar Project Complex 5 August 2021 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 7.0 DECOMMISSIONING COST ESTIMATE An engineering cost estimate of reclaiming the site to its previous agricultural condition shall be submitted for review and approval Estimated costs associated w ith returning the Project site to a condition suitable for agricu ltural use are provided be low in Table 2. TABLE 2 FIFTH STANDARD SOLAR PROJECT COMPLEX DECOMMISSIONING COST ESTIMATE1,2 1 DEMOLITION QUANTITY UNITS PRICE 1 .01 Fence Removal (includes aate removal) 36,810 LF $5.00 1.02 Access Road Removal 1 ,500,000 SF $0.13 1.03 Remove PV Panels and Racking System (including 500,000 EA $5.00 cable, rackinQ component and steel oiles) 1.04 Remove Skids (includes inverter removal, transformer 69 EA $1,150.00 removal , and foundation removal) 1.05 Underground Collector Rem oval (AC and DC) and 2 ,000,000 LF $0.15 Backfill 1.06 Operation and Maintenance Container Removal 1 EA $5,000.00 /includes foundation re moval) Substation Removal (includes overhead transmission line, power transformer, circuit switcher, circuit breaker, 1.07 voltage and distribution xfmrs, disconnect switches, 1 EA $136,000.00 group operated switches, connectors, fittings, and fasteners) 1.08 Remove Pad Mounted Switchgear (located withi n 1 EA $6,000.00 switchvardl 1 .09 Battery Module Removal 39,600 EA $5.00 1.10 Battery Container Removal (includes foundation 110 EA $5,000.00 removal) 1.11 Inverter Removal (includes foundation removal) 110 EA $1,150.00 1.12 Transformer Removal (includes foundation removal) 110 EA $8,000.00 Switch Gear Removal (includes 1 medium voltage switch 1.13 gear, 1 plant control and LV switchgear and associated 2 EA $6,000.00 f oundation removal) 1 .14 Battery Underground Collector Removal (AC and DC) 11 ,800 LF $0.15 and Backfill 1.15 Transportation (this assumes 50 -mile round trip)3 1 LS $120,000.00 Site Restoration and Seeding (includes decompacting 1.16 and blending compacted soils and applying grain/vetch 1 ,405 AC $353.00 mix across the sitel TOTAL 10% CONTINGENCY GRAND TOTAL COST $184 050.00 $195,000.00 $2,500,000.00 $79 ,350.00 $300,000.00 $5,000.00 $136,000.00 $6,000.00 $198 ,000.00 $550 ,000.00 $126,500 .00 $880,000.00 $12 ,000.00 $1,770.00 $120,000.00 $495,965.00 $5 789 635 .00 $578,963.50 $ 6 368 sss .so• 1 This Eng ineer's Opinion of Probable Construction Cost is based upon the Site Plan prepa red by others and dated 08/15116. The Engineer has no control over the cost of labor, materials, eq uipm ent, or over the Contractor's methods of determining prices or over competitive bidding or market conditions . Opinions of probable cos ts provided herein are based on the information kn own to Engineer at this time and represen t only the Engineer's judg ment as a des ign professional familiar with the con struction in dus try. The Engineer cannot and does not guaran tee that proposa ls, bids, or actu al construction costs will not vary from its op inions of probable costs. 2 Disposal fees and labor costs are reflected in all the above prices. All prices were confi rmed with a local co ntracting company and are reflected in 2018 US dollars. 3 This assumes that approximately 320 trips of a 50,000 lb capacity dem olition roll -off tru ck w ill travel 50 miles ' round trip to a nearby recycling and disposal facilities . 4 It is understood that for the purpose of the coun ty, salvage costs are no t incl uded. However, for es timating purposes it is anticipat ed that the Fifth Standa rd Sola r Project will y ield approximately $900,436 in salva ge. Fifth Standard Solar Project Complex August 2021 6 DocuSign Envelope ID: D7EAC36A-1 330-4EAF-AA8C-D0147952DC7E 8.0 FINANCIAL ASSURANCES Financial assurances equal to the cost of reclaiming the land to its previous agricultural condition shall be submitted to ensure the reclamation is performed according to the approved plan. Financial assurances shall be made to the County of Fresno and may take the form of cash, letter of credit, or bond that complies with Section 66499 of the California Government Code et. seq. The Applicant will provide necessary financial assurances upon completion of final site plans and updating of the reclamation plan 's engineering cost estimate . Posting of the assurances is anticipated prior to construction, and will be provided as either a letter of credit or a bond that complies with Section 66499 of the California Government Code. 9.0 OWNER NOTIFICATION Evidence that all owners of record have been notified of the proposed reclamation plan Please see Appendix B for details of owner notification. Fifth Standard Solar Project Complex 7 August 2021 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E • APPENDIX A Site Plan PROJECT INFORMATION APPLICANT FIFTH STANDARD SOLAR PY, LLC .A. VICINITY MAP -FRESNO COUNTY N j SEC. 34 & SEC. 27 & y ,-• SECTIONS: E j SEC. 28 T.20 S, R. 17E, -,-. 10 M.0.M. t.-. 0 ,~ l , __ , ~ : FIFTH STANDARD APN 075-060-155, ,?c VI . l di ' ---1 -TAX PARCEL/APN # A~N oi~s~~~O=~~S9, "' ~ •....._ • • APN 075-070-325'. 3 ~-• . 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I" I~"'-111jll£llAStFOAllO ·l tlfVA'OONSWNU 4 I" I"""'' n ~ ~ ~ ~ ~ ~ ;-i n n n n n n I I n -C0NTRWO'I Blatrner 392 COUNTY ROAD SO AVON, MN 56310 ',\..°7' 01' .... ~ .. ~ ,;.,,,, ;.. 'c:O 99,t'-f .. ~ ~,1'1 THISOAAWING rsnu PIIIOPl:l!T'{Of: 0.H.BlATTN[lt&SONS,lNC.Ar«Jt5 TAANSM!TTtOIN(OH!WlNCE. THE REPROOUCTION.tJSf,OR Oli(lOSUJIE, IN WHOlfOfl IN PART, Of THE OESIGNCCNTAl._£0 HL'WN IS Pl'Dl-l!81T[O wmtOUT W,aTTtN CONSEN"f OJ O.H.. IIV,TTNER& SONS. INC. -.ittft.TTTTO SITE LAYOUT GENERAL ARRANGEMENT -INCPHON -------DE:SIGNER j T,UANNA DAA.WN BY I T.LE»INA CHECXf08V J lt,.o.,a;wip DATE: 1SHffT: rV; OS-24-2021 30FXX O DocuS;gn Envelope ID: D7EAC36A-1330-4EAF-AA8C-D01(7952DC7E BATTERY CONTAINER 0 SITE ELEVATION • WEST BESS YARD 8'-11" BATTERY CONTAINER 11 BATTERY CONTAINER 12" PAD (FINISHED GRADE) EXISTING GRADE FENCE BATTERY CONTAINER 8'·11" BATTERYCONTAINER 6" REVEAL 8'-6" ELECTRICAL WATER TANKS CABINET FOR FIRE SUPPRESSION BATTERYCONTAINER BATTERY CONTAINER ------1%GRADESLOPE ------FROM CENTER ROADWAY WATER TANKS FOR FIRE SUPPRESSION T fT 7'-11" PCS 8' 8'-6" L 6" BATTERY CONTAINER ii BATTERY CONTAINER 0 SITE ELEVATION • BESS YARD •-~-.. __ -PIIOJtCTNAME FIFTH STANDARD & BLACKBRIAR BESS -fltOJECllQCAT)c»,, -----FRESNO COUNTY, CA %" !'O~"N, 120" 7'1l.16"W -0-!NT RWE -,rn~ION ~~Y-•I 0($CIPIIC.~ B'l'j o.m .1.J ~iUAStfOUtO nlO'i/2l/20Zl ,jmvATJONSDfTA.'U n 1115/lOll ,1 I ·I I •I I ·I I •I I ,1 I ·I I ·I I ·I I -COHfRJ,CTO!I Blatrner 392C0Vt,'TYl!.OA050 AVO~, t.1:11 S6Jl0 l~lftll',.,/-IS.Jh ... ft-IS OAAWING IS Tl1E "1'10Pffm' or OH.llt>,TTMUlt.~S,INC.ANOIS TRAHSt.MTT(OINc;0NflOENa. THl RD'ftODUCTION,USE.,OflO!SQO'iUR[,IH WKX!OftlN,AAf,OFTWfOESiGNCONfAINEO Hl:Jl(IH ts PROH:MEO wmtOVT WlllmN CONWM OF O.H. 81.ATTNt:R I SONS, INC. -SttfETTlm ------SITE LAYOUT ELEVATIONS -tNCfilJlON ------DBIGNfR I T .W,NNA DAA\Mt &V I T.ID.NNA CHEO(ID 11 I R.N£MBHA!U) OATE:05,24-2021 ISH[!1~xx rEV: 0 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E • APPENDIX 8 Notification of Reclamation Plan to Owners of Record DocuSign Envelope ID: O7EAC36A-1330-4EAF-AABC-D0147952DC7E l EXHIBIT B 2 The Property 3 [See Attached] 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 Reclamation Agreement-Fifth Standard Solar PY, LLC DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBIT B THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS : Parcel 1: APN 075 -06-15s The Southeast quarter of Section 28, Township 20 South, Range 17 East, Mount Diablo Base and Meridian, in the unincorporated area of the County of Fresno, State of California according to the Official Plat thereof. Parcel 2: APN 075-06-52s The Northeast quarter of Section 28, Township 20 South, Range 17 East, Mount Diablo Base and Meridian, according to the Official Plat thereof. Parcel 3 : APN 075-070-01s Section 27, Township 20 South, Range 17 East, Mount Diablo Base. and Meridian, in the uni ncorporated area of the County of Fresno, State of California according to the Official Plat thereof. Parcel 4 & 5: APN 075-070-32s, 34s The Southeast quarter of Section 23, Township 20 South, Range 17 Ea st, Mount Diablo Bas e and Meridian, according to the Official Plat thereof. Parcel 6 & 7: APN 075-070-33s, 35s Those portions of Section 34, Township 20 South, Range 17 East, Mount Diablo Base and Meridian, according to the Official Plat thereof. The East 467 feet of the South 934 feet of the Northwest quarter of said Section 34, and the West 467 feet of the South 934 feet of the Northeast quarter of Section 34. DocuSign Envelope ID: O7EAC36A-1330-4EAF-AA8C-O0147952DC7E 1 EXHIBITC 2 Form of Easement 3 [See Attached] 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 Reclamation Agreement -Fifth Standard Solar PY, LLC DocuSign Envelope ID: D7EAC36A-1330-4EAF-AASC-D0147952DC7E RECORDING REQUESTED BY: STEVE E. WHITE, DIRECTOR FRESNO COUNTY PUBLIC WORKS AND PLANNING 2220 Tulare Street, Sixth Floor Fresno, California 93721 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 SPACE FOR RECORD ER'S USE ONLY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCESS EASEMENT is made this _ day of ____ _ 2021 , by G3 Farming Trust, ("GRANTOR"), in favor of the County of Fresno, a political subdivision of the state of California ("COUNTY"). I. RECITALS A. In connection with its leasehold interest, granted from GRANTOR, Fifth Standard Solar PV , LLC (the "PROJECT OWNER") propose to allow parties to construct, operate, and eventually decommission photovoltaic electricity generating facilities , energy storage facilities , and associated infrastructure to be known as "Project," located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "Project Site"), as more particularly described on Exhibit A , attached hereto and incorporated by this reference. B. On October 22, 2020, pursuant to COUNTY Resolution No. 12853 , subject to the conditions listed therein, the COUNTY's Planning Commission certified Environmental Impact Report DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E No. 7257 for the Project, adopted findings relating thereto, and approved Uncl assified Conditional Use Perm it ("CUP") No. 3562 through 3564. C. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the so le 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 "Gran tor Property"). D. The County Planning Commission conditioned approval of the Project on, among other things, PROJECT OWNER' compliance with a reclamation plan, prescribing the process for decommissioning of the Project (as defined below) (the "Reclamation Plan"). E. In order to secure the PROJECT OWNER obligations under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (the "Reclamation Agreement") by which PROJECT OWNER covenant to, among other things, fully comply with all provisions of the Reclamation Plan, and provide and maintain security for these obligations in the form of cash deposit (the "S ecurity"). F. The term of each CUP for the Project is thirty (35) years after its effective date, which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the provisions of applicable law . G. The Reclamation Plan and the Reclamation Agreement require PROJECT OWNER to decommission the solar photovoltaic power p lant at (i) the expiration or termination of CUP No. 3562 through 3564 or (ii) the abandonment of the Project w ithout the PROJECT OWNER making efforts to cure a disruption of e lectricity production, whichever occurs first, and reclaim the Property to its condition before the Project was constructed. H . PROJECT OWNER is providing the Security to secure their obligations under the Reclamation Agreement. In the event PROJEC T OWNER defaults under the Reclamation Agreement, COUNTY may draw on the Security and use the proceeds thereof to carry out the reclamation of the Property in substantial conformity with the Reclamation Plan. I. ln the event COUNTY elects, in its sole discretion, to carry out the Reclamation Plan on the Grantor Property, COUNTY must have the right to immediate access the Grantor Property. II. GRANT OF LIMITED EASEMENT 2 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E I. GRANTOR hereby establishes in favor of, 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 limited purpose of, in COUNTY 's sole discretion, carrying out the reclamation of the Grantor Property in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose. This Easement does not impose any obligation, either express or implied, upon the COUNTY to carry out any reclamation of the Grantor Property under the Reclamation Agreement or with respect to the Reclamation Plan. 2 GRANTOR expressly reserves for itself, its successors and its assigns , the right to use its Gran tor 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 Easement shall, without further action by any person or entity, terminate and be of no further force or effect upon the earlierof: a . The termination of the Reclamation Agreement; or b . COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or complete reclamation of the Grantor Property. 4. This Easement is subject to all superior matters of title on the Grantor Property, which have been recorded against the Grantor Property in the office of the Fresno County Recorder prior to the date that the Grantor executed this Easement, including without limitation any and all liens, encumbrances , covenants, conditions, restriction, reservation, contracts, leases, licenses, easements, and rights of way. 5. This Easement shall not be modified except upon a written amended approved by the COUNTY. This Easement shall bind and inure to the benefit of the successors and assigns of the parties hereto . However, nothing contained herein shall be deemed to grant to the public any right of access to the Grantor Property or to grant any rights in any third party . 6. This Easement may be executed in counterparts, which taken together, shall constitute one instrument. 3 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 7. This Easement, and the rights granted herein, shall be interpreted in accordance with the laws of the State of California. 8. Upon GRANTOR's execution and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY's immediate recordation of this Easement 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 has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has 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 has not conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interest 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. 10. The Recitals above are incorporated herein by reference as though fully set forth herein. [SIGNATURE ON FOLLOWING PAGE] 4 DocuSign Enve lope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E IN WITNESS WHE REOF, the unders igned have caused thi s Grant of Access E asement to be executed the date hereinabove written . GRANTEE APPROVED Steven E . White , Director Department of Public Works and Planning By ___________ _ APPROVED AS TO LEGAL FORM Daniel C . Cederborg Fresno County Counsel By : _________ _ Deputy APPROVED A S TO ACCOUNTING FORM Oscar J . Garcia, C.P.A. Auditor-Contro ll er I Treasurer-Tax Coll ector By: _________ _ Deputy [ADD NOTA RY PAGES FOR EACH OF T HE SIGNING PARTIES] GRANTOR Stuart P . Woo lf, a Managing T rustee of G3 Farming Trust Corporatio n formerl y titled Stuart Farm in g Trust c/o Ross Franso n, 7041 N . Van Ness B lvd., Fresno, CA 93711 mailing address DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBIT A Project Site Depiction I ' ~ St:l~tll'il~ l-·~ ~· -g!l ..,.., 'Y ti½!!&&ti \1 ~fitll l 1 0 -7 .~ ~~''-.:.",-;'l e --·c t- !,I\ W Tract o r Ave, 07506052S 07507001S I 07506015S I ., W Phelps Ave - 07507034S 075070325 I \ 01so103ss l \07507033S Ill w ;> <it ~ e l;'-~ 2 _g .s "' "' CJ Fift ':>tandmd P roiec t Pa:rc ~I J 0 ),!,l!(J f F<"'-WJayneAve - I DocuSign Envelope ID : D7EAC36A-1330-4EAF-AA8C-D0147952DC 7E EXHIBITB Legal Descriptions THE LAND REFERRED TO HEREIN BELOW IS SITU A T ED IN THE COUNTY OF FRESNO, STA TE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: APN 075-06-15s The Southeast quarte r of Section 28 , Township 20 South, Range 17 East, Mount Diab lo Base and Meridian, in the unincorporated area of th e County of Fresno, State of California according to the Official Plat th ereof. APN 075-070-0ls Section 27, Township 20 South, Range 17 East, Mount Diablo Base. and Meridian, in the unincorporated area of the County of Fresno, State of California according to the Official Plat the reof. DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E RECORDING REQUESTED BY: STEVE E . WHITE, DIRECTOR FRESNO COUNTY PUBLIC WORKS AND PLANNING 2220 Tulare Street, Sixth Floor Fresno, California 93721 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 SPA CE FOR RECORDER'S USE ONLY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCESS EASEMENT is made this _ day of ____ _ 2021, by Woolf Properties, a California Corporation ("GRANTOR"), in favor of the County of Fresno, a political subdivision of the state of California ("COUNTY"). I. RECITALS A. In connection with its leasehold interest, granted from GRANTOR, Fifth Standa rd Solar PY , LLC (the "PROJECT OWNER") propose to allow parties to construct, operate, and eventually decommission photovoltaic electricity generating facilities , energy storage facilities, and associated infrastructure to be known as "Project", located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "Project Site"), as more particularly described on Exhibit A, attached hereto and incorporated by this reference. B. On October 22 , 2020, pursuant to COUNTY Resolution No. 12853, subject to the conditions listed therein, the COUNTY's Planning Commission certified Environmental Impact Report DocuSign Envelope ID: D7EAC36A-1330-4EAF-M8C-D0147952DC7E No. 7257 fo r the Project, adopted findings re lating thereto, and approved Unclassified Conditional Use Permit ("CUP") No. 3562 throug h 3564 . 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 Co unty Planning Commission conditioned approval of the Project on, among other things, PROJECT OWNER' compliance with a reclamation plan, prescribing the process for decommiss ioning of the Project (as defined below) (the "Reclamation Plan"). E. In order to secure the PROJECT OWNER obligations under th e Reclamation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (the "Reclamation Agreement") by which PROJECT OWNER covenant to, among other things, fully comply with all provisions of the Reclamation Plan, 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 (35) years after its effective date, w hich COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the provisions of applicable law. G . The Reclamation Plan and the Reclamation Agreement require PROJECT OWNER to decommission the solar photovoltaic power plant at (i) the expiration or termination of CUP No. 3562 through 3564 or (ii) the abandonment of the Project without the PROJECT OWNER making efforts to cure a disruption of electricity production, whichever occurs first , and reclaim the Property to its condition before the Project was constructed. H. PROJECT OWNER IS providing the Security to secure their obligations under the Reclamation Agreement. In the event PROJECT OWNER defaults under the Reclamation Agreement, COUNTY may draw on the Security and us e the proceeds thereof to carry o ut the reclamation of the Property in substantial conformity with the Reclamation Plan. I. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation Plan on the Grantor Property , COUNTY must have the right to immed iate access the Grantor Property. II. GRANT OF LIMITED EASEMENT 2 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1. GRANTOR hereby establishes in favor of, 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 limited purpose of, in COUNTY 's sole discretion, carrying out the reclamation of the Grantor Property in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose. This Easement does not impose any obligation, either express or implied, upon the COUNTY to carry out any reclamation of the Grantor Property under the Reclamation Agreement or with respect to the Reclamation Plan. 2 GRANTOR expressly reserves for itself, its successors and 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 Easement shall, without further action by any person or entity, terminate and be of no further force or effect upon the earlier of: a . The termination of the Reclamation Agreement; or b. COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or complete reclamation of the Grantor Property. 4. This Easement is subject to all superior matters oftitle on the Grantor Property, which have been recorded against the Grantor Property in the office of the Fresno County Recorde r prior to the date that the Grantor executed this Easement, including without limitation any and all liens, encumbrances , covenants, conditions, restriction, reservation, contracts, leases, licenses, easements, and rights of way. 5. This Easement shall not be modified except upon a written amended approved by the COUNTY. This Easement shall bind and inure to the benefit of the successors and assigns of the parties hereto. However, nothing contained herein shall be deemed to grant to the public any right of access to the Grantor Property or to grant any rights in any third party. 6. This Easement may be execut ed in counterparts, which taken together, shall constitute one instrument. 3 DocuSign Envelope ID: O7EAC36A-1330-4EAF-AA8C-O0147952DC7E 7. This Easement, and the rights granted herein, shall be interpreted in accordance with the laws of the State of California. 8. Upon GRANTOR's execution and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY's immediate recordation of this Easement 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 has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has full power and authority to authorize COUNTY to record thi s Easement against the Grantor Property in the office of the Fresno County Recorder, (c) GRANTOR has not conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interest 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. 10. The Recitals above are incorporated he re in by reference as though fully set forth herein. [SIGNATURE ON FOLLOWING PAGE] 4 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E IN WITNESS WHEREOF, the undersigned have caused this Grant of Access Easement to be executed the date hereinabove written. GRANTEE APPROVED Steven E. White, PE, PLS, Director Fresno County Department of Public Works and Planning By: __________ _ APPROVEDASTOLEGALFORM Daniel C. Cederborg Fresno County Counsel By:------------ Deputy APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, C .P.A. Fresno County Auditor-Controller I Treasurer-T ax Collector By: __________ _ Deputy [ADD NOTARY PAGES FOR EACH OF THE SIGNING PARTIES] GRANTOR Woolf Properties, LLC, a California limited liability company By: __________ _ Stuart P. Woolf, President c/o Ros s Franson, 7041 N. Van Ness Blvd., Fresno, CA 93 711 mailing address DocuSign Envelope ID: D7EAC36A-1330-4EAF-M8C-D0147952DC7E EXHIBIT A Project Site Depiction j / fl' s,1_,_,, ~ --~' {? rioi1 'Tit: ..,.., ~ -':' ,,1 1 --· 5 a:,~1ou t \ V -- ~ ....... _ ,: -c ~--. ·,, . I- !,I\ WTroc torAve 075060525 07507001S I I 07506015S W Phelps Ave - 07507034S 07507032S I I \ I \ - 01so103ss l \07507033S "' Ill ~ ~ ,: r ~ 0 ...J Ill c:::J F fm Sto n d{lr>J Pr oJect Pa rci:I i 0 i,5t.:u l f F..-. WJcyneAv e - I DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBITB Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED fN THE COUNTY OF FRESNO, ST ATE OF CALIFORNIA AND IS DE SCRIBED AS FOLLOWS: Parcel 2: APN 075-06-52s The Northeas t q uarter of Section 28, Township 20 South, Range 17 East, Mount Diab lo Bas e and Mer idi an, according to the Official Plat thereof. DocuSign Envelope I D: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E RECORDING REQUESTED BY: STEVE E. WHITE, DIRECTOR FRESNO COUNTY PUBLIC WORKS AND PLANNING 2220 Tulare Street, Sixth Floor Fresno, California 93721 AND WHEN RECORDED MAIL TO: OFFICE OF FRE SNO 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 TI-IIS SPACE FOR RECORDER'S US E ONLY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCE SS EASEMENT is made this_ day of ____ _ 2021 , by WOOLF FAMILY TRUST NO. I, ("GRANTOR"), in favor of the County of Fresno, a political subdivision of the state of California ("COUNTY"). I. RECITALS A. In connection with its leasehold interest, granted from GRANTOR, Fifth Standard Solar PV, LLC (the "PROJECT OWNER") propose to allow parties to construct, operate, and eventually decommission photovoltaic electricity generating facilities , energy storage facilities , and associated infrastructure to be known as "Project," located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "Project Site"), as more particularly described on Exhibit A , attached hereto and incorporated by this reference. B . On October 22, 2020, pursuant to COUNTY Resolution No. 12853, subject to the conditions listed therein, the COUNTY's Planning Commission certified Environmental Impact Repo1t DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E No. 7257 for the Project, adopted findings relating thereto, and approved Unclassified Conditional Use Permit ("CUP") No. 3562 through 3564. C. GRANT OR 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 "Gran tor Property"). D. The County Planning Commission conditioned approval of the Project on, among other things, PROJECT OWNER' compliance with a reclamation plan, prescribing the process for decommissioning of the Project (as defined below) (the "Reclamation Plan"). E. In order to secure the PROJECT OWNER obligations under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (the "Reclamation Agreement") by which PROJECT OWNER covenant to, among other things, fully comply with all provisions of the Reclamation Plan, and provide and maintain security for these obligations in the form of cash deposit (the "Security"). F. The term of each CUP for the Proje ct is thirty (35) years after its effective date, which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the provisions of applicable law. G. The Reclamation Plan and the Reclamation Agreement require PROJECT OWNER to decommission the solar photovoltaic power plant at (i) the expiration or termination of CUP No. 3562 through 3564 or (ii) the abandonment of the Project without the PROJECT OWNER making efforts to cure a disruption of electricity production, whichever occurs first, and reclaim the Property to its condition before the Project was constructed. H. PROJECT OWNER is providing the Security to se cure their obligations under the Reclamation Agreement. In the event PROJECT OWNER defaults under the Reclamation Agreement, COUNTY may draw on the Security and use the proceeds thereof to carry out the reclamation of the Property in substantial conformity with the Reclamation Plan. I. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation Plan on the Grantor Property, COUNTY must have the right to immediate access the Grantor Property. II. GRANT OF LIMITED EASEMENT 2 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 1. GRANTOR hereby establishes in favor of, 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 limited purpose of, in COUNTY's so le discretion , carrying out the reclamation of the Grantor Property in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose. T his Easement does not impose any obligation, either express or implied, upon the COUNTY to carry out any reclamation of the Grantor Pro petty under the Reclamation Agreement or with respect to the Reclamation P lan. 2 GRANTOR expressly reserves for itse lf, its successors and its assigns, the right to use its Grantor Property or to grant other licenses or easements on the Grantor Property, so long as s uch uses do not unreasonably interfere with the rights h erein granted. 3. T his Easement shall, without further action by any p e rso n or entity, terminate and be of no further force or effect upon the earlier of: a. T he termination of the Reclamation Agreement; or b. COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or complete reclamation of the Grantor Property. 4. This Easement is subject to all superior matters of title on the Grantor Property, which have been recorded against the Grantor Prope11y in the office of the Fresno County Recorder prior to the date that the Grantor executed this Easement, including without limitation any and all liens, encumbrances , covenants, conditions, restriction, reservation, contracts, leases, licenses , easements, and rights of way. 5. This Easement shall not be modified except upon a written amended approved by the COUNTY. This Easement shall bind and inure to the benefit of the successors and assigns of the parties hereto . However, nothing contained herein shall be deemed to grant to the public any right of access to the Grantor Property or to grant any rights in any third party. 6. This Easement may be executed in counterparts, which taken together, s hall constitute one instrument. 3 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E 7. This Easement, and the rights granted herein, shall be interpreted in accordance with the laws of the State of California. 8. Upon GRANTOR's execution and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY's immediate recordation of this E asement 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 has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has full power and authority to authori z e COUNTY to record this Easement against the Grantor Property in the office of the Fresno County Recorder, (c) GRANTOR has not conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interest 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. 10. The Recitals above are incorporated herein by reference as though fully set forth herein. [SIGNATURE ON FOLLOWING PAGE] 4 DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E IN WITNESS WHEREOF, the undersigned have caused this Grant of Access Easement to be executed the date hereinabove written. GRANTEE APPROVED Steven E. White, PE, PLS, Director Department of Public Works and Planning By:------------ APPROVE D AS TO LE GAL FORM Daniel C. Cederborg Fresno County Counsel By:------------ Deputy APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, C.P.A. Auditor-Controller I Treasurer-Tax Collector By: _________ _ Deputy GRANTOR Daryl Barsoom, a Trustee of the Woolf Family Trust No. l Lee Henricksen, a Trustee of the Woolf Family Trust No. 1 Joel Perkins, a Trustee of the Woolf Family Trust No. I c/o Ross Franson, 7041 N. Van N ess Blvd., Fresno, CA 93711 mailing Address DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBIT A Project Site Depiction WTractorAv e 07506052S 07507001S 07506015S 1-------lL--------+---------,---------f' W Phelps Ave t::]Fi f:'ra St ondmd F'ro;ec.t Porcocl 0 1~!.-C(.I ---===F•.-. 07507034S 075070325 I \ !---------'""+ ....... -+'----------, .. IJ 07507035$ I \07507033S i ~ ~ 2 .9 ,E ~ II) 1---'--I ___ W-'-'J'--ayneAYe DocuSign Envelope ID: D7EAC36A-1330-4EAF-AA8C-D0147952DC7E EXHIBITB Legal Descriptions THE LAND REFERRED TO HEREIN BELOW rs SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA AND rs DESCRIBED AS FOLLOWS: APN 075-070-32s, 34s The Southeast quarter of Section 23, Township 20 South, Range 17 East , Mount Diablo Base and Meridian, according to the Official Plat thereof. APN 075-070-33s, 35s Those portions of Section 34, Township 20 South, Range 17 East, Mount Diablo Base and Merid ian, accord ing to the Official Plat thereof. The East 467 feet of the South 934 feet of the Nort hwest quarter of said Section 34, and the West 467 feet of the South 934 feet of the Northeast quarter of Section 34 . RECORDING REQUESTED BY: STEVE E. WHITE, DIRECTOR FRESNO COUNTY PUBLIC WORKS AND PLANNfNG 2220 Tulare Street, Sixth Floor Fresno, California 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 SPA CE FOR RECO RD ER 'S US E ON LY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCESS EASEMENT is made this _ day of ____ _ 2021 , by WOOLF FAMILY TRUST NO. I, ("GRANTOR"), in favor of the County of Fres no, a political subdivision of the state of California ("COUNTY.'). I. RECITALS A. In connection with its leasehold interest, granted from GRANTOR, Fifth Standard Solar PY, LLC (the "PROJECT OWNER") propose to allow parties to construct, operate, and eventually decommission photovoltaic electricity generating facilities, energy storage facilities, and associated infrastructure to be known as "Project," located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "P roject Site"), as more particularly described on Exhibit A , attached hereto and incorporated by this reference. B. On October 22, 2020, pursuant to COUNTY Resolution No. 12853, subject to the conditions listed therein, the COUNTY's Planning Commission certified Env ironmental Impact Report No. 7257 for the Project, adopted findings relating thereto, and approved Unclassified Conditional Use Permit ("CUP") No. 3562 through 3564. C. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the sole fee owner of a portion of the Proj ect Site, the legal description of which is set forth in Exhibit B, attached hereto and incorporated by this reference (the "Grantor Property"). D. The County Planning Commission conditioned approval of the Project on, among other things, PROJECf OWNER' compliance with a reclamation plan, prescribing the process for decommissioning of the Project (as defined below) (the "Reclamation Plan"). E. In order to secure the PROJECT OWNER obligations under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (the "Reclamation Agreement'') by wh ich PROJECT OWNER covenant to, among other things, fully comply with all provisions of the Reclamation Plan, and provide and maintain security for these obligations in the form of cash depos it (the "Security"). F. The term of each CUP for the Project is thirty (35) years after it s effective date, which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the provisions of applicable law. G. The Reclamation Plan a nd the Reclamation Agreement require PROJECT OWNER to decommission the solar photovoltaic power plant at (i) the expiration o r termination of CUP No. 3562 through 3564 or (ii) the abandonment of the Project without the PROJECT OWN E R making efforts to cure a disruption of electricity production, whichever occurs first, and reclaim the Property to its condition before the Project was constructed. H. PROJECT OWNER is providing the Security to secure their obligations under the Reclamation Agreement. In the event PROJECT OWNER defaults under the Reclamation Agreement, COUNTY may draw on the Security and use the proceeds thereof to carry out the reclamatio n of the Property in substantial conformity with the Reclamation Plan. I. In the event COUNTY elects, in its so le di scretion, to carry out the Reclamation Plan on the Granter Property, COUNTY must have the right to immediate access the Granter Property. II. GRANT OF LIMITED EASEMENT 2 1. GRANTOR hereby establishes in favor of, 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 limited purpose of, in COUNTY 's sole discretion, carrying out the reclamation of the Grantor Property in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, a nd for no oth er purpose. This Easement does not impose any obligation , either express or implied, upon the COUNTY to carry out any reclamation of th e Gran tor Property under the Reclamation Agreement or with respect to the Reclamation Plan. 2 GRANTOR expressly reserves for itself, its successors and its assigns, the right to use its Grantor Property or to grant other li censes or easements on the Grantor Property, so long as such uses do not unreasonably interfere with the rights herein granted . 3. This Easement shall, without further action by any person or entity, terminate and be of no further force or effect upon the earlierof: a. The termination of the Reclamation Agreement; or b. COUNTY's iss uance of written notice to GRANTOR that COUNTY will not undertake or complete reclamation oftheGrantor Property. 4. This Easement is subject to all superior matters of title on the Grantor Property, which have been recorded against the Grantor Property in the office of the Fresno Coun ty Recorder prior to the date that the Grantor executed this Easement, including without limitation any and all lien s, encumbrances, covenants, conditions, restriction, reservation, contracts, leases, licenses, easements, and rights of way . 5. This Easement shall not be modified except upon a written amended approved by the COUNTY. This Easement shall bind and inure to the benefit of the successors and assigns of the parties hereto. However, nothing contained herein shall be deemed to grant to the public any right of access to the Grantor Property or to grant any rights in any third party. 6. This Easement may be executed in counterparts, which taken together, shall constitute one instrument. 3 7. This Easement, and the rights granted herein, shall be interpreted in accordance with the laws of the State of California. 8. Upon GRANTOR's execution and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY 's immediate recordation of this Easement 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 has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has full power and authority to authorize COUNTY to record this Easement against the Grantor Property in the office o f the Fresno County Recorder, (c) GRANTOR has not conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interest in or to the Granto r Property that would unreasonab ly interfere with the rights herein granted, and any such conveyance or agreement in vio lation thereof shall be void. 10. The Recita ls above are incorporated herein by reference as though fully set forth herein. [SIGNATURE ON FOLLOWING PAGE} 4 IN WITNESS WHEREOF, the undersigned have caused this Grant of Access Easement to be executed the date hereinabove written. GRANTEE APPROVED Steven E. White, PE, PLS, Director Department of P ublic Works and Planning By: _________ _ APPROVED AS TO LEGAL FORM Daniel C. Cederborg Fresno County Cou nsel By: _________ _ Deputy APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, C.P.A . Auditor-Contro ll er I Treasurer-Tax Co ll ector By: _________ _ Deputy GRANTOR Daryl Bars , a Trustee of the Woolf Family Trust No. 1 c/o Ross Franson, 7041 N. Van Ness Blvd., Fresno, CA 937 11 mailing Address ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness , accuracy, or validity of that document. State of Ca lifornia County of 1-=~e."::>n.O On ~ o,.:<"l. V,ll'{ Y, 2-h l-D 2 2. before me, ~~1~·a':~~dE;\ili":dr~~2ex~, u.. personally appeared 1>c,. "''1 \ 'ba., SOO Y'<'\ who proved lo me on the basis of satisfactory evidence to be the personM whose name(~) is/are-- subscribed to the within instrument and acknowledged to me that he/~tbe;, executed the same in his/be17tbeil' authorized capacity(~. and that by his/her/tbeir signature~ on the instrument the person~g-), or the entity upon behalf or which the person(8'f acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI TNESS my hand and official seal. Signature ~-.Jd~ (Seal) EXHIBIT A Project Site Depiction ti Satl'(a\1Ml.o ~~ .. ,. '~ ~ " ···,t ~ .. ~~,---..... "-i., ~II • J t... -V - -~ i . .'--. 1/) WTractorAve 07506052S 07507001S 07506015S W Phelp s A.ve - 07507034S 07507032S J \ 01so103ss l \07507033S .. ., < < e i:., ~ r- .9 II) c::] F,ft:1-$t:md tird Pro,e.:t Por.:,e-1 + 0 1,.SO!t j _ r e t"I. ...J!_ JoyneA.ve -- EXHIBIT B Legal Descriptions THE LAND REFERRED TO HEREIN BELOW I S S ITUATED IN THE COUNTY OF FRESNO, STA TE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS : APN 075-070-32s, 34s The Southeast quarter of Section 23, Townsh ip 20 South, Range 17 East, Mount Diablo Base and Meridian, accord ing to the Official P lat thereof. APN 075-070-33s, 35s Those portions of Section 34, Township 20 South, Range 17 East, Mount Diab lo Base and Merid ian, according to the Official P lat thereof. The East 467 feet of th e South 934 feet of the Northwest q uarter of said Section 34, and the West 467 feet of the South 934 feet of the Northeast quarter of Section 34. RECORDING REQUESTED BY: STEVE E. WHITE, DIRECTOR FRESNO COUNTY PUBUC WORKS AND PLANNING 2220 Tulare Street, Sixth F loor Fresno, California 93721 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§§ 6l03, 27383 , a n d 27388.1 THIS SPACE FOR RECORD ER'S USE ONLY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCESS EASEMENT is made this _ day of ____ _ 2021 , by G3 Farming Trust, ("GRANTOR"), in favor of the County of Fresno, a political subdivision of the state of California ("COUNTY"). I. RECITALS A. In connection with it s leasehold interest, granted from GRANTOR, Fifth Standard Solar PY, LLC (the "PROJECT OWNER") propose to allow parties to construct, operate, and eventually decommission photovoltaic electricity generating facilities, energy storage faci lities, and associated infrastructure to be known as "Project," located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "Project Site"), as more particularly described on Exhibit A , attached hereto and incorporated by this reference. B. On October 22, 2020, pursuant to COUNTY Resolution No. 12853, subject to the conditions listed therein, the COUNTY's Planning Commission certified Env ironmental Impact Report No. 7257 for the Project, adopted findings relating thereto, and approved Unclassified Cond iti onal Use Permit ("CUP") No. 3562 through 3564. C. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the so le fee owner of a portion of the Project Site, the legal description of which is set fort h in Exhibit B, attached hereto and incorporated by this reference (the "Grantor Property"). D. The County Planning Commission conditioned approval of the Project on, among other things, PRO.JP.CT OWNER' compli ance with a reclamation plan, prescribing the process for decommissioning of the Project (as defined below) (the "Reclamation Plan"). E. In order to secure t he PROJECT OWNER obligations under the Reclam ation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (the "Reclamation Agreement") by which PROJECT OWNER covenant to, among other things, fully comply with all provisions of the Reclamation Plan, and provide and maintain security for these obli gations in the form of cash deposit (the "Security"). F. The term of each CUP for the Project is thirty (35) years after its effective date, which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the provisions of applicab le law. G. The Reclamation Plan and the Reclamation Agreement requi re PROJECT OWNER to decommission t h e so lar photovoltaic power plant at (i) the expiration or termination of CUP No. 3562 through 3564 or (ii) the abandonmenl of the Project w ith out the PROJECT OWNER making efforts to cure a disruption of e lectricity production, whichever occurs first, and reclaim the Property to its condition before the Project was constructed. H. PROJECT OWNER is providing the Security to secure their obligations under the Reclamation Agreement. In the event PROJECT OWNER defaults under the Reclamation Agreement, COUNTY may draw on th e Secu rity and use the proceeds thereof to carry out the reclamation of the Property in substantial conformity with the Reclamation Plan. I. In t he event COUNTY elects, in its sole discretion, to carry out the Reclamation Plan on the Grantor Property, COUNTY must have the right to immediate access the Grantor Property. II. GRANT OF LIMITED EASEMENT 2 1. GRANTOR hereby establishes in favor of, 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 limited purpose of, in COUNTY's sole discretion, carrying out the reclamation of the Grantor Property in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose. This Easement does not impose any obligation, either express or implied, upon the COUNTY to carry out any reclamation of the Grantor Property under the Reclamation Agreement or with respect to the Reclamation Plan. 2 GRANTOR expressly reserves for itself, its successors and 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 Easement shall , without further action by any person or entity, terminate and be of no further force or effect upon the earlier of: a. The termination of the Reclamation Agreement; or b. COUNTY 's issuance of written notice to GRANTOR that COUNTY will not undertake or complete reclamation of the Grantor Property. 4. This Easement is subject to all superior matters of title on the Gran tor Property, which have been recorded against the Grantor Property in the office of the Fresno County Recorder prior to the date that the Grantor executed this Easement, including without limitation any and all liens, encumbrances, covenants, conditions, restriction, reservation, contracts, leases, licenses, easements, and rights of way. 5. This Easement shall not be modified except upon a written amended approved by the COUNTY. This Easement shall bind and inure to the benefit of the successors and assigns of the parties hereto. However, nothing containe d herein shall be deemed to grant to the public any right of access to the Grantor Property or to grant any rights in any third party. 6. This Easement may be executed in counterparts, which taken together, shall constitute one instrument. 3 7. This Easement, and the rights granted herein , shall be interpreted in accordance with the laws of the State of California. & Upon GRANTOR 's execution and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY 's immediate recordation of this Easement against the Granter Property in the office of the Fresno County Recorder. 9. GRANTOR represents, covenants, and warrants to COUNTY that (a) the person executing this E asement has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has full power and authority to authorize COUNTY to record this Easement against the Granter Property in the office of the Fresno County Recorder, (c) GRANTOR has not conveyed (or agreed to convey), and will not convey (or agree to convey), any right, title, or interest 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. JO. The Recitals above are incorporated herein by reference as though fully set forth herein . [SIGNATURE ON FOLLOWING PAGE] 4 IN WITNESS WHEREOF, the und ersigned have caused th is Grant of Access Easement to be executed the date hereinabove written. GRANTEE APPROVED Steven E. White, Director Department of Public Works and Planning By ___________ _ APPROVED AS TO LEGAL FORM Daniel C. Cederborg Fresno County Counsel By: __________ _ Deputy APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, C .P.A. Auditor-Controller/ Treasurer-Tax Co llector By: _________ _ Deputy [ADD NOTARY PAGES FOR EACH OF THE SIGNING PARTIES] GRANTOR Stuart P. Woolf, a Managing Trustee of G3 Farming Trust Corporation formerly titled Stuart Farming Trust c~t:anNess Blvd., Fresno, CA 93711 mailing address EXHIBIT A Project Site Depiction W TractorA"'e 07506052S 07507001S 07506015S 1------'--------+--------,--------~~~~~~e--------i c:] Fifth Stondord Project Parcel 0 1$00 ---===:::if, .. 07507034S 07507032S 07507035S ,__~ ___ W_J_gyrieAve EXHIBIT B Legal Descriptions THE LAND REFERRED T O HEREIN BELOW IS S ITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORN IA AND IS DE SCRIBED AS FOLLOWS: APN 075-06-15s The Southeast q uarter of Section 28, Township 20 South, Range 17 East, Mount Diablo Base a nd Meridian, in t he unincorporated a rea of the County of Fresno, State of Cali fornia accord in g to the Official Plat t hereof. APN 075-070-0ls Section 27, Township 20 South, Range 17 East, Mount Diablo Base. and Meridian, in the unincorporated area of the Coun ty of Fresn o, State of Cali forn ia accord in g t o the Official Plat thereof. CALIFORNIA NOTARY ACKNOWLEDGEMENT (INDIVIDUAL) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy, or validity of that document. State of California County of ;::-<''2.Sn.o On ~ CLn ~0, ~ ,).-:l... before me, "oQ.tt¼ 3". C,.bLQeffi 3 ~o\ah._j ?u. 'c\,·c., (insert name and title of the officer), personally appeared &\½D-'<'~ "7 \lJ en>\~ , who proved to me on the basis of satisfactory evidence to be the person(.s') whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/s!:$/they' executed the same in his/be1'7theit authorized capacity(ifis'), and that by his/ber/tl:!e"ir signature(s) on the instrument the person($), or the entity upon behalf of whic!l the person(g} acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~~-~W (Seal) Copyright © 2018 N otaryAcknowledgement.com. All R ights Reserved. RECORDING REQUESTED BY: STEVE E. WHITE, DIRECTOR FRESNO COUNTY PUBLJC WORKS AND PLANNING 2220 Tulare Street, Sixth Floor Fresno, California 93721 AND WHEN RECORDED MAIL TO: OFFICE OF FRESNO COUNTY COUNSEL STOP# 32 RECORDED FOR THE BENEF IT OF T HE COUNTY OF FRESNO COUNTY, Exempt from Record ing Fees; Gov. Code §§ 6 I 03 , 27383, and 27388.1 THI S SPACE FOR RECORDER'S USE ONLY GRANT OF LIMITED ACCESS EASEMENT Woolf Properties, a California Corporation THIS GRANT OF LIMITED ACCESS EASEMENT is made this_ day of ____ ~ 2021, by Woolf Properties, a California Corporat ion ("GRANTOR"), in favor of the County of Fresno, a political subd ivision of the state of Cal ifornia ("COUNTY"). I. RECITALS A. In connectio n with its leaseho ld interest, granted from GRANTOR, Fifth Standard So lar PY , LLC (the "PROJECT OWNER") propose to a ll ow parties to construct, operate, and eventuall y decommission photovoltaic electricity generating facilities, energy storage faci li ties, and associated infrastructure to be known as "Project", located on twelve contiguous parcels, totaling an approximately 1,600-acre site in unincorporated Fresno County (the "Project Site"), as more particularly described on Exhibit A , attached hereto and incorporated by th is refere nce. B. On October 22, 2020, pursuant to COUNTY Resolution No. 12853, subject to the conditions li sted therein, the COUNTY'S Planning Commission certified Environmental Impact Report No. 7257 for the Project, adopted findings relating thereto, and approved Unclassified Conditional Use Pennit ("CUP") No. 3562 through 3564. 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 County Planning Commission conditioned approval of the Project on, among other things, PROJOCT OWNER' compliance with a reclamation plan, prescribing the process for decommiss ioning of the Project (as defined below) (the "Reclamation Plan"). E. ln order to secure the PROJECT OWNER obligations under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into a written agreement (th e "Reclamation Agreement") by which PROJECT OWNER covenant to, among other things, fully comply w ith all provisions of the Reclamation P lan , 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 (35) years after its effective date, which COUNTY may extend in its so le discretion, unless earlier terminated in accordance with the provisions of applicab le law. G. The Reclamation Plan and the Reclamation Agreement require PROJECT OWNER to decommission the solar photovoltaic power p lant at (i) the expiration or te rmination of CUP No. 3562 through 3564 or (ii) the abandonment of the Project w ith out t he PROJECT OWNER making efforts to cure a disruption of electricity production , whichever occurs first , and reclaim the Property to its condition before the Project was constructed. H . PROJECT OWNER IS prov idin g the Security to secure their obli gations under the Reclamation Agreement. In the event PROJECT OWNER defaults under the Reclamation Agreement, COUNTY may draw on the Security and use the proceeds thereof to carry out the reclamation of the Property in substantial conformity with the Reclamation Plan. I. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation Plan on the Grantor Property, C OUNTY mu s t have the right to immediate access the Grantor Property. II. GRANT OF LIMITED EASEMENT 2 1. GRANTOR hereby establishes in favor of, and grants to COUN TY, including it s contractors, officers, emp loyees, and representatives, a non ex clu sive access easement over, und er, o n, and across the Grantor Property (the "Easement"), sole ly fo r accessing the Granto r Property for the limited purpose of, in COUNTY's so le di scretion , carrying o ut the reclamation of th e Gran tor Property in substa ntial conformity with the Reclamation P lan, purs uant to the Reclam atio n Agreement, and for no other purpose. This Easement do es not impose any ob li gation , e ith er express or impli ed, upon th e COUNTY to carry o ut any reclamation of the G rantor Property under the Reclamation Agreement or w ith re sp ect to t he Reclamation Plan. 2 GRANTOR expressly reserves fo r itself, its s uccessors a nd it s assigns, th e right to u se its Grantor Property or t o grant o ther licenses or easements o n the Grantor Property, so lon g as s uch uses do not unreasona bl y interfere with the rights herein granted. 3. T hi s Easement s hall, without further action by any person or entity, terminate and be of no further force or effect upon the earli er of: a. The termin atio n of the Reclamation Agreement; or b. COUNTY's issuance of w ritte n notice to GRANTOR that COUN TY wi ll no t undertake or compl e te recla mati o n of the Grantor Property. 4. T hi s Easement is subj ect to a ll s uperi or matters of title o n the G ran tor Pro perty , which have been recorded again st th e G ran to r Property in th e o ffice of the Fresno County Recorder prior to the date that t he Grantor executed this Ease m e nt, including w ith out limitation any a nd all lien s, encumbrances, covenants, condition s, restriction, reservation, contracts, leases, licenses, easements, and rights of way. 5. T hi s Easement shall not be modified except upon a written amended approved by t he COUNTY. This Easement shall bind and inure to the benefit of th e s uccessors and assigns of the parties hereto. However, nothin g contained herein sha ll be deemed to grant to the pub li c any right of access to the G rantor Property or to gra nt a ny ri g ht s in a ny third party . 6. This Easement may be executed in counterparts, which taken together, s hall const itute one instrument. 3 7. This Easement, and the rights granted herein , s h a ll be interpreted in accordance with the laws of the State of Cali forn ia. 8. Upo n GRANTOR's executi o n and delivery of this Easement to COUNTY, GRANTOR agrees to COUNTY's imm ediate recordation of t hi s Ease ment against th e Grantor Property in the office of the Fresno Coun ty Recorder. 9. GRANTOR represents, covenants, a nd warrants to COUNTY that (a) the person executing this Easement has full power and authority to execute and deliver this Easement to COUNTY; (b) GRANTOR has full power and authority to a uthorize COUNTY to record this Easem ent against the Grantor Property in the office of the Fresno County Recorder, (c) GRANTOR has not co nveyed (or agreed to convey), a nd wil l not convey (or agree to convey), any right, title, or in terest in or to the Grantor Property t hat wou Id unreasonably interfere with t he r ights herein granted, a nd any such conveyance o r agreement in vio lation thereof sha ll be vo id . 10. The Recita ls above are incorporated here in by reference as though fully set forth herein. [SIGNA TURE ON FOLLOWING PAGE] 4 IN WITNESS WHEREOF, the undersigned have caused this Grant of Access Easement to be executed the date hereinabove written. GRANTEE APPROVED Steven E. White, PE, PLS, Director Fresno County Department of Public Works and Planning By: _________ _ APPROVED AS TO LEGAL FORM Daniel C. Cederborg Fresno County Counsel By: _________ _ Deputy APPROVED AS TO ACCOUNTING FORM Oscar J. Garcia, C.P.A. Fresno County Auditor-Controller/ Treasurer-Tax Collector By: _________ _ Deputy [ADD NOTARY PAGES FOR EAC H OF THE SIGNING PARTIES] GRANTOR Woolf Properties, LLC, a California limited liability company c/o Ross Franson, 7041 N. Van Ness Blvd., Fresno, CA 93711 mailing address EXHIBIT A Project Site Depiction WTraetorAVI! 07506052S 07507001S 07506015S 1-----..L.--------l..,_ ______ ..,. ______ --t~psA,;e -- 07507034S 07507032S 07507035S t:] Fifth Standard Project Parcel 0--=::::::::i·.so:' .... ,__~ __ W_J_oyneAve EXHIBIT B Legal Description THE LAND REFERRED TO H EREIN BELOW IS SJTUATED IN TH E COUNTY OF FRESNO, STATE OF C ALIFORNIA AND IS DESCRIBED AS FOLLOWS: Parcel 2: APN 075-06-52s The Northeast quarter of Section 28, Township 20 South , Range 17 East, Mount Diablo Base and Meridian, according to the Official Plat th ereof. CALIFORNIA NOTARY ACKNOWLEDGEMENT (INDIVIDUAL) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of r--.e.s l"\Q On Sc.,n ,;to ,~o~<?,. before me,'oe-\-h{J:-~PtP%'i:> %4 s:y -v ...... ~\ ,~ (insert name and title of the officer), personally appeared §:>¼ov:\-? u)oo\41 , who proved to me on the basis of satisfactory evidence to be the person(s, whose name(S') is/are-subscribed to the within instrument and acknowledged to me that he/she/the1 executed the same in his/ber/tReir authorized capacity(i&s}, and that by his/berttheir signature(.aj on the instrument the person(aj', or the entity upon behalf of which the person(.aj acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Copyright© 2018 NotaryAcknowledgement.com . All Rights Reserved .