HomeMy WebLinkAboutAgreement A-17-211 with RE Tranquillity 8 Azul RE Tranquillity 8 Rojo.pdf 17-0466 Agreement No. 17-211
1 RECLAMATION AGREEMENT
2 THIS AGREEMENT is entered into this 16th day of May , 2017, by and
3 between the COUNTY OF FRESNO, a political subdivision of the State of California ("COUNTY"),
4 and RE Tranquillity 8 Azul LLC, a Delaware limited liability company ("AZUL OWNER") and RE
5 Tranquillity 8 Rojo LLC, a Delaware limited liability company ("ROJO OWNER" and, collectively
6 with AZUL OWNER, "OWNERS") each a"Party" and collectively, the "Parties."
7 WITNESSETH:
g WHEREAS, on October 9, 2014, pursuant to County Resolution No. 12466, subject to the
9 conditions listed therein,the COUNTY's Planning Commission certified Environmental Impact Report
10 No. 6730 for the Tranquillity Solar Generation Facility, approving eight separate conditional use
1 1 permits, Unclassified Conditional Use Permit ("CUP") Nos. 3451 through 3458. As a condition of
12 those approvals,the Planning Commission required compliance with that certain Reclamation Plan: RE
13 Tranquillity 8 LLC, UCUP Application Number 3458, dated August, 2014 (the "Reclamation Plan").
14 A true and complete copy of the Reclamation Plan is attached hereto and incorporated herein by
15 reference as Exhibit A.
16 WHEREAS, AZUL OWNER will undertake the performance of a component of the Project
17 described in CUP No. 3458, consisting of the construction and operation of a solar photovoltaic power
18 plant capable of generating up to twenty(20)megawatts ("MW") (the"Azul Project").
19 WHEREAS, ROJO OWNER will undertake the performance of a component of the Project
20 described in CUP No. 3458, consisting of the construction and operation of a solar photovoltaic power
21 plant capable of generating up to one hundred (100) MW (with no more than twenty (20) MW being
22 generated from the portion of land covered by CUP No. 3548) (the "Rojo Project" and, collectively
23 with the Azul Project, the "Project").
24 WHEREAS, the Project will be situated on that real property commonly described as Four (4)
25 parcels located south of W.Manning Avenue,north of W.Nebraska Avenue,east of S. Derrick Avenue,
26 and west of Monterey Avenue on approximately Three Hundred Nineteen and 531100 (319.53) acres in
27 western unincorporated Fresno County(the"Property"), as more particularly described on Exhibit B,
28 attached hereto. The Azul Project will be located on the portion of the Property described in Part I of
069923\8542832v3
I Exhibit B (the "Azul Property") and the Rojo Project will be located on the portion of the Property
2 described in Part II of Exhibit B (the "Rojo Property").
3 WHEREAS,the Reclamation Plan requires that OWNERS decommission the Project at the end
4 of the Project's useful life or the termination of CUP No. 3458, whichever occurs first, and reclaim the
5 site to its pre-Project condition. To secure OWNERS'performance of their respective obligations under
6 the Reclamation Plan,the Reclamation Plan requires that OWNERS,in their sole discretion(i)post cash
7 in the initial minimum amount identified in CUP No. 3458 ("Cash Equivalent") or (ii) establish and
8 maintain throughout the life of the Project an irrevocable standby letter of credit, issued to COUNTY
9 from a state or national financial institution ("Letter of Credit", collectively with the "Cash
10 Equivalent", the "Security"). The Security shall be in the initial minimum amount identified in CUP
11 No. 3458, shall be delivered to COUNTY prior to COUNTY's issuance of the building permit for CUP
12 No. 3458, and, if the Letter of Credit, shall be in a form and substance satisfactory to COUNTY as
13 provided in this Agreement.
14 WHEREAS, to enable OWNERS to comply with the above-referenced requirements of the
15 Reclamation Plan and to memorialize the respective responsibilities of OWNERS and COUNTY with
16 respect to the Reclamation Plan, and COUNTY's rights with respect to the Letter of Credit, COUNTY
17 and OWNERS enter into this Agreement.
18 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
19 is hereby acknowledged, the Parties hereby agree as follows:
20 1. APPLICANT'S OBLIGATIONS.
21 (a) Compliance with Reclamation Plan.
22 AZUL OWNER, with respect to the Azul Property, and ROJO OWNER, with respect to the
23 Rojo Property, shall each, at its own cost, fully comply with all provisions of the Reclamation Plan
24 applicable to their respective Property, including but not limited to, Section 6 thereof.
25 (b) Notice to COUNTY.
26 AZUL OWNER shall provide written notice to COUNTY within seven(7) calendar days of the
27 occurrence of either (i) the expiration or termination of CUP No. 3458 or (ii) the abandonment of the
28 AM Project without AZUL OWNER making efforts to cure a disruption of electricity production,
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I whichever occurs first. ROJO OWNER shall provide written notice to COUNTY within seven (7)
2 calendar days of the occurrence of either (i) the expiration or termination of CUP No. 3458 or (ii) the
3 abandonment of the Rojo Project without ROJO OWNER making efforts to cure a disruption of
4 electricity production,whichever occurs first. Each such notice shall be provided to the person set forth
5 in Section 6 of this Agreement.
6 (c) Time is of the Essence.
7 It is understood that time is of the essence in the performance of all obligations under this
8 Agreement and the Reclamation Plan. Any reference in this Agreement to "business days" shall mean
9 the business days of the Party required to perform an obligation herein.
10 2. SECURITY FOR APPLICANT'S OBLIGATIONS.
11 As security to COUNTY for OWNERS's faithful performance of all of their obligations herein,
12 ROJO OWNER(for itself and on behalf of AZUL OWNER) shall, not later than five (5)business days
13 subsequent to the final execution of this Agreement by the Parties submit the Security to the COUNTY,
14 which shall be a cash amount of Two Hundred Nineteen Thousand Seven Hundred Four Dollars and no
15 cents($219,704.00),which may only be drawn upon by the COUNTY upon the occurrence of an Event
16 of Default pursuant to Section 3 of this Agreement. Upon receipt from APPLICANT, the COUNTY
17 Director of Public Works and Planning, or his or her designee (the "Director"), shall deposit the Cash
18 Security in a non-interest bearing account(the "Cash Security Account").
19 On or before the each April 25 for each year that this Agreement is in effect, ROJO OWNER
20 (for itself and on behalf of AZUL OWNER) shall remit the sum of Six Thousand Five Hundred Ninety
21 One Dollars and Twelve Cents ($6,591.12) ("Annual Increase to Cash Security"), which shall be
22 added to the Cash Security to satisfy OWNERS's obligation to increase the Cash Security by three
23 percent(3%)per year. Upon receipt from ROJO OWNER,the COUNTY Director of Public Works and
24 Planning, or his or her designee(the"Director"), shall deposit the Annual Increase to the Cash Security
25 Account.
26 The Director is hereby authorized by COUNTY to make any determination by COUNTY, or to
27 take any action on behalf of COUNTY, required under this Agreement.
28
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1 3. DEFAULT.
2 For purposes of this Agreement,the occurrence of any one or more of the following events shall
3 constitute an "Event of Default" by ROJO OWNER or AZUL OWNER, as applicable, under this
4 Agreement:
5 (a) ROJO OWNER fails to deliver the Cash Equivalent to the COUNTY;
6 (b) The breach or default, in any material respect, in the performance of any
7 obligation in this Agreement, or falsity of any representations or warranties, of ROJO OWNER or
8 AZUL OWNER contained in this Agreement;
9 (c) The failure of ROJO OWNER with respect to the Rojo Property or AZUL
10 OWNER with respect to the Azul Property to timely pay any amount due or owed by ROJO OWNER
1 1 or AZUL OWNER, as applicable, in connection with the Reclamation Plan or this Agreement;
12 (d) The failure of ROJO OWNER with respect to the Rojo Property or AZUL
13 OWNER with respect to the Azul Property to observe or perform, in any material respect, any other
14 obligation under this Agreement or the Reclamation Plan for a period of thirty(30) calendar days after
15 COUNTY provides written notice to ROJO OWNER or AZUL OWNER, as applicable, stating the
16 obligation ROJO OWNER or AZUL OWNER has failed to perform,provided however, if the nature of
17 the default is such that ROJO OWNER or AZUL OWNER, as applicable cannot reasonably cure the
18 default within thirty (30) calendar days, ROJO OWNER or AZUL OWNER, as applicable, shall have
19 an additional reasonable time to cure, subject to ROJO OWNER or AZUL OWNER, as applicable,
20 commencing to cure within the thirty (30) calendar day period and diligently pursuing the cure to
21 completion and completing the cure not later one hundred twenty(120) calendar days from the date of
22 COUNTY's notice of such failure to perform. Notwithstanding anything to the contrary in this
23 Agreement, this subsection d shall not apply to any of ROJO OWNER's obligations under Section 2 of
24 this Agreement or ROJO OWNER's or AZUL OWNER's obligations under Section 11 of this
25 Agreement;
26 (e) Bankruptcy, reorganization, liquidation, arrangement, insolvency, receivership
27 or conservatorship proceedings, or other proceedings for relief under any bankruptcy or similar law or
28 laws for the relief of debtors, are instituted by or against ROJO OWNER or AZUL OWNER, and are
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I not dismissed within ninety (90) days of institution, or there is an assignment by ROJO OWNER or
2 AZUL OWNER for the benefit of creditors, or any similar action taken by or against ROJO OWNER
3 or AZUL OWNER, or ROJO OWNER or AZUL OWNER is insolvent.
4 (f) The failure of ROJO OWNER, AZUL OWNER or any Transferee as defined in
5 Section 9 of this Agreement to fulfill any obligation stated in said Section 9.
6 4. COUNTY'S REMEDIES.
7 Upon the determination of COUNTY's Board of Supervisors,by an official action,that an Event
8 of Default has occurred with respect to ROJO OWNER or AZUL OWNER, COUNTY's Board of
9 Supervisors shall have the right to declare that ROJO OWNER or AZUL OWNER, as applicable, is in
10 material breach of this Agreement, and COUNTY thereupon shall be entitled to immediately draw upon
I I the Security, or from time to time immediately make partial draws upon the Security, which partial
12 draws shall permanently reduce the total amount of the Security. COUNTY will provide ROJO
13 OWNER or AZUL OWNER, as applicable, at least twenty-one (21) calendar days' advance written
14 notice of the date, time and place of the public meeting at which the COUNTY's Board of Supervisors
15 will consider and determine whether ROJO OWNER or AZUL OWNER is in material breach of this
16 Agreement.
17 If COUNTY draws upon the Security,COUNTY shall use the proceeds thereof solely to perform
18 the reclamation of the Property in substantial conformity with the Reclamation Plan;provided however,
19 any such act by COUNTY shall not obligate COUNTY to continue performance under, or to complete,
20 such Reclamation Plan, beyond the amount of such funds so drawn. Subject to the limitation of
21 COUNTY's obligations in the foregoing sentence, COUNTY may also use a portion of such proceeds
22 for COUNTY's reasonable administrative and overhead costs in connection with such reclamation of
23 the Property pursuant to the Reclamation Plan. COUNTY shall maintain records, for a period of one
24 (1) year following the final use of any proceeds of the Security, documenting the use of the proceeds of
25 the Security, and such records shall be made available to ROJO OWNER and AZUL OWNER, within
26 ten(10) calendar days following written request thereof by ROJO OWNER or AZUL OWNER.
27 ROJO OWNER and AZUL OWNER each promises, covenants, and warrants that if COUNTY
28 draws upon, or attempts to draw upon, the Security, ROJO OWNER and AZUL OWNER (including
069923\8542832v3 - 5 -
I any other persons, firms, or entities acting at the direction of ROJO OWNER or AZUL OWNER) shall
2 not in any way whatsoever defeat, interfere with, obstruct, or cause delay to said right of COUNTY to
3 do so.
4 5. SEVERABILITY.
5 If any provision of this Agreement is determined to be illegal, invalid,void, or unenforceable in
6 a final judgment by a court of competent jurisdiction,each and every other provision hereof shall remain
7 in full force and effect.
8 6. NOTICES.
9 The persons and their addresses having authority to give and receive notices under this
10 Agreement include the following:
1 1 COUNTY AZUL OWNER
12 Director of Public Works and RE Tranquillity 8 Azul LLC
13 Planning c/o Recurrent Energy
County of Fresno 300 California St., 7th Floor
14 2220 Tulare Street, Eighth Floor
Fresno, CA 93721 San Francisco, CA 94104
15
16 Copies of notices to COUNTY shall
17
also be given to: ROJO OWNER
18 Fresno County Counsel RE Tranquillity 8 Rojo LLC
2220 Tulare Street, Fifth Floor c/o Recurrent Energy
19 Fresno, CA 93721 300 California St., 7th Floor
San Francisco, CA 94104
20 County Administrative Officer
Attn: Public Works and Planning
21 Analyst
22 County of Fresno
Hall of Records
23 2281 Tulare Street, Room 304
Fresno, CA 93721
24
Any and all notices between COUNTY and ROJO OWNER or AZUL OWNER provided for in,
25
or permitted under,this Agreement shall be in writing and shall be deemed duly served when personally
26
delivered to one of the parties, or in lieu of such personal services, when deposited in the United States
27
Mail, postage prepaid, addressed to such Party.
28
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1 7. LEGAL AUTHORITY.
2 Each individual executing or attesting this Agreement hereby covenants, warrants, and
3 represents to the other Party: (1)that he or she is duly authorized to execute and deliver this Agreement
4 on behalf of his or her respective Party in accordance with the following: for each of ROJO OWNER
5 and AZUL OWNER, its respective articles of organization and operating agreement; and for COUNTY,
6 its governing legal authority; (2) that this Agreement is binding upon his or her respective Party; and
7 (3) that his or her respective Party is duly organized and legally existing in good standing in the State
8 of California.
9 8. MODIFICATION.
10 Any matters of this Agreement may be modified from time to time by the written consent of all
1 1 the Parties without, in any way, affecting the remainder.
12 9. NOTICE OF TRANSFER.
13 Unless there is an Event of Default, ROJO OWNER and AZUL OWNER may, without
14 COUNTY's consent, transfer their respective interests in this Agreement, but only in their entirety, to
15 any entity or person that becomes the sole owner of the Azul Project and the Rojo
16 Project("Transferee"). Notwithstanding the foregoing, but still subject to the foregoing condition that
17 there is not an Event of Default, such transfer shall not be effective unless and until,not later than thirty
18 (30) calendar days after the transfer, ROJO OWNER and AZUL OWNER shall (a) provide written
19 notice of the transfer to COUNTY, together with the contact information for the Transferee's duly
20 authorized representative for purposes of receiving and giving notices under Section 6 of this
21 Agreement, (b) cause Transferee to execute an assignment and assumption agreement, in a form and
22 substance reasonably satisfactory to COUNTY, expressly assuming the obligations of the ROJO
23 OWNER and AZUL OWNER under this Agreement, and (c) provide evidence reasonably satisfactory
24 to COUNTY that the Transferee is, or shall become, a permittee under CUP No. 3458. Upon such
25 satisfaction of the above conditions, ROJO OWNER and AZUL OWNER shall be relieved from all
26 obligations under this Agreement, save and except those obligations that, by their express language,
27 survive such an assignment and transfer.
28
069923\8542832v3 - 7 -
I In the event that ROJO OWNER and AZUL OWNER transfers this Agreement as provided in
2 this Section 9, COUNTY shall continue to have the rights under the Security.
3 10. RECORDATION OF EASEMENT.
4 To enable COUNTY to access the Property for purposes of contemplated by this Agreement,
5 ROJO OWNER shall cause the owner of the Rojo Property to grant to COUNTY a non-exclusive
6 easement over, under, on, and across the Rojo Property (the "Rojo Easement") and AZUL OWNER
7 shall cause the owner of the Azul Property to grant to COUNTY a non-exclusive easement over,under,
8 on, and across the Azul Property (the "AM Easement" and, collectively with the Rojo Easement, the
9 "Easements"). A true and complete copy of the form of the Easements is attached hereto and
10 incorporated herein by reference as Exhibit C. COUNTY shall have the right, upon the parties'
1 1 execution of this Agreement, to record the Easements in the official records of the County Recorder
12 with respect to the Property.
13 ROJO OWNER promises, covenants, and warrants to COUNTY that ROJO OWNER shall not,
14 and AZUL OWNER promises, covenants and warrants to COUNTY that AZUL OWNER shall not,
15 subsequent to the date of this Agreement, record any liens, encumbrances, covenants, conditions,
16 restrictions,reservations, contracts, leases or licenses, easements, or rights of way in the official records
17 of the County Recorder with respect to the Property,which interferes or will interfere with COUNTY's
18 rights under the Easements, without the COUNTY's express written consent, which shall not be
19 unreasonably withheld, conditioned or delayed.
20 ROJO OWNER promises, covenants, and warrants to COUNTY that the Lease between ROJO
21 OWNER and owner of the Rojo Property, as referenced in the recitals to the Rojo Easement, shall not
22 interfere with COUNTY's rights under the Rojo Easement, without the COUNTY's express written
23 consent, which shall not be unreasonably withheld, conditioned or delayed. AZUL OWNER promises,
24 covenants, and warrants to COUNTY that the Lease between AZUL OWNER and owner of the Azul
25 Property, as referenced in the recitals to the Azul Easement, shall not interfere with COUNTY's rights
26 under the AM Easement, without the COUNTY's express written consent, which shall not be
27 unreasonably withheld, conditioned or delayed.
28
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1 11. SATISFACTION OF RECLAMATION PLAN.
2 Upon each of ROJO OWNER's and AZUL OWNER's determination, in its sole discretion,that
3 it has satisfied each of the provisions of the Reclamation Plan applicable to it, ROJO OWNER and
4 AZUL OWNER,as applicable,shall,together or separately,submit written notification to the COUNTY
5 of such determination, which notice shall be prominently entitled "Satisfaction Notice under
6 Reclamation Agreement" ("Satisfaction Notice"). COUNTY shall have forty five (45) calendar days
7 from receiving both OWNERS' Satisfaction Notices to determine, in its sole discretion, whether the
8 OWNERS have satisfied the provisions of the Reclamation Plan. Upon such determination, COUNTY
9 shall notify ROJO OWNER and AZUL OWNER in writing of its determination and identify what
10 provisions of the Reclamation Plan remain unsatisfied (if any), which notice shall be prominently
11 entitled "Notice of Dissatisfaction Under Reclamation Agreement" ("Notice of Dissatisfaction").
12 Within sixty (60) calendar days of receipt of a Notice of Dissatisfaction, ROJO OWNER or AZUL
13 OWNER, as applicable, shall satisfy those provisions of the Reclamation Plan identified in the Notice
14 of Dissatisfaction, except in those instances where such compliance shall take longer than sixty (60)
15 calendar days, ROJO OWNER or AZUL OWNER, as applicable, shall have such time as is reasonably
16 necessary as long as ROJO OWNER or AZUL OWNER, as applicable,has begun such compliance and
17 diligently continues to pursue such compliance to completion, provided however that all such
18 compliance actions shall be finalized within one hundred and eighty (180) calendar days of the
19 OWNERS' receipt of the first Notice of Dissatisfaction. ROJO OWNER and AZUL OWNER, shall,
20 together or separately,provide COUNTY written notice upon completion of the actions set forth in the
21 Notice of Dissatisfaction. The OWNERS' completion of the actions set forth in the Notice of
22 Satisfaction shall,upon COUNTY's determination, it is sole discretion, within forty(45) calendar days
23 thereof, and notice thereof, which shall be given to ROJO OWNER and AZUL OWNER within fifteen
24 (15) calendar days following such determination, be deemed ROJO OWNER's and AZUL OWNER's
25 satisfaction of its obligations under the Reclamation Plan and this Agreement. Within ten(10) calendar
26 days following such notice satisfaction being given by COUNTY to OWNERS, COUNTY shall return
27 the Cash Equivalent to ROJO OWNER, and upon the delivery thereof, this Agreement thereupon shall
28 terminate and the rights and obligations herein shall be of no further force or effect.
069923\8542832v3 - 9 -
I COUNTY's failure to timely respond to ROJO OWNER's and AZUL OWNER's Satisfaction
2 Notice submitted to COUNTY, as provided herein, with COUNTY's Notice of Dissatisfaction, as
3 provided herein, shall be deemed approval of the Satisfaction Notice and ROJO OWNER's and AZUL
4 OWNER's completion of their obligations under the Reclamation Plan and this Agreement, provided
5 however, such COUNTY failure to so timely respond shall not be deemed to be a cure of any uncured
6 Event of Default. Within ten (10) calendar days following such deemed approval, following written
7 request from ROJO OWNER, and so long as there is no uncured Event of Default, COUNTY shall
8 return the Cash Equivalent to ROJO OWNER, and upon the delivery thereof,this Agreement thereupon
9 shall terminate and the rights and obligations herein shall be of no further force or effect.
10 12. GOVERNING LAW; VENUE.
11 The rights and obligations of the Parties and all interpretation and performance of this
12 Agreement shall be governed in all respects by the laws of the State of California.
13 Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
14 California.
15 13. CONSTRUCTION OF AGREEMENT.
16 The Parties hereby acknowledge that they and their respective counsel have cooperated in the
17 drafting and preparation of this Agreement, for which reason this Agreement shall not be construed
18 against any Party as the drafter hereof.
19 14. COUNTERPARTS.
20 This Agreement may be executed in one or more original counterparts, all of which together will
21 constitute one and the same agreement.
22 15. ENTIRE AGREEMENT.
23 This Agreement constitutes the entire agreement between ROJO OWNER, AZUL OWNER,
24 and COUNTY with respect to the subject matter hereof and supersedes all previous agreements,
25 negotiations,proposals, commitments,writings, advertisements,publications, and understanding of any
26 nature whatsoever unless expressly included in this Agreement. In the event of any inconsistency in
27 interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by
28 giving precedence in the following order of priority: (1) first, the text of this Agreement (excluding
069923\8542832v3 - 10 -
I Exhibit A, Exhibit B, Exhibit C, and Schedule A); (2) second, Exhibit A; (3) third, Exhibit B; and (4)
2 fourth, Exhibit C.
3 IN WITNESS WHEREOF, OWNERS and COUNTY hereby execute this Agreement as of the
4 date first written above.
COUNTY OF FRESNO,
5 ROJO OWNER: a political subdivision of the State of California
6 RE Tr n uillity 8 Rojo LLC,
a Del a ar i ' ed liability company
7 By.
By:
8 VicePresidentoar P
Brian Pacheco, Chairman
9 Vic
Print Name: en shin Board of Supervisors
Title:
10
11 Date: C&yA a 0 BERNICE E. SEIDEL, Clerk
AZUL OWNER: Board of Supervisors
12 RE Ton uillity 8 Azul LLC, By
:
13 a Dela li ted liability co pany
14 By Deputy
15 Print Name: i n n Shin Date: "( �Yl l le �-o C"1
Vice residen
16 Title:
17 Date: W(A-� i Z
18 APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG
19 COUNTY COUNSEL
REVIEWED AND RECOMMENDED
20 FOR APPROVAL:
Steven E. White, Director By: (�
21 Department of Public Wo s and Planning DEPUTY
22
APPROVED AS TO ACCOUNTING FORM
23 By: Oscar J.Garcia, CPA
Auditor-Controller/Treasurer-Tax Collector
24
25 BY i n 0,
26
Depu y
27
28
069923\8542832v3
I 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
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069923\8542832v3 Exhibit A-I
RECLAMATION
PLAN
RE Tranquillity 8 LLC
UCUP Application Number: 3458
Prepared For:
Fresno County Department
of Public Works & Planning
Table of Contents
1. Introduction.....................................................................................................................................1
2. Historical Agricultural Use................................................................................................................2
3. Project Facility& Equipment............................................................................................................3
3.1 Photovoltaic Modules.........................................................................................................................3
3.2 Panel Installation, Array Assembly, and Racking................................................................................3
3.3 Electrical Collection, Inverters, and Transformers..............................................................................4
3.4 Project Substation...............................................................................................................................4
3.5 Telecommunications...........................................................................................................................5
3.6 Battery Storage System.......................................................................................................................5
3.7 Meteorological Data Collection System..............................................................................................5
3.8 Operations and Maintenance Building and Electrical Control Building..............................................5
4. Project's Useful Life..........................................................................................................................5
S. Property Ownership.........................................................................................................................6
6. Procedures for Decommissioning After Operations Cease................................................................6
6.1 Timing for Removal.............................................................................................................................6
6.2 General Removal Process....................................................................................................................6
6.3 Removal of Electrical Equipment, PV Modules, and Infrastructure ...................................................7
6.4 Use and Removal of Hazardous Materials..........................................................................................7
6.5 Revegetation.......................................................................................................................................8
7. Site Plans .........................................................................................................................................8
8. Engineer's Opinion of Probable Construction Cost............................................................................8
9. Financial Assurances........................................................................................................................9
10. Record of Owner's Notice of Proposed Reclamation Plan...............................................................9
Appendix A—RE Tranquillity 1-8 LLC Site Plans
1. Introduction
Recurrent Energy,through its wholly owned subsidiary RE Tranquillity 8 LLC, is proposing to construct,
own, and operate a photovoltaic (PV) solar generating facility(the Project) of up to 40 megawatts (MW),
located on up to 311 acres of a property in Fresno County, California.The Project is known as the
Tranquillity 8 Solar Generating Facility.
The RE Tranquillity 8 Project would be located in unincorporated Fresno County, California.The site is
generally bounded by South Derrick Avenue (State Route 33) to the west, West Dinuba Avenue to the
north, South Monterey Avenue to the east, and an unnamed road north of West Floral Avenue to the
south, as shown in Figure 1.The proposed Project site includes 2 parcels:Assessor's Parcel Numbers
(APN) 028-111-50ST and 028-111-60ST.The site is zoned AE, and is designated "Exclusive Agriculture"
under the Fresno County General Plan.
The Project would be surrounded by up to seven other solar photovoltaic projects proposed by
Recurrent Energy on adjacent and contiguous properties, if these projects are approved by the Fresno
County Planning Commission, as shown in Figure 2.
The proposed Project would be comprised of solar panels, inverters, access roads, an operations and
maintenance (O&M) building, and electrical equipment including substations, battery storage
I o
_ 1
W
Y
33
Figure 1.Tranquillity 8 Solar Generating Facility
Recurrent Energy 1
enclosures, and wiring.
2. Historical Agricultural Use
The Project is located on undeveloped land that is zoned as Exclusive Agriculture and has been in low-
yield agricultural production or left fallow intermittently for the past 10 years, as detailed in Table 1.
The Project site is presently owned by Westlands Water District.The site is subject to high levels of
selenium and a water table that does not provide for sufficient drainage for commercially irrigated
crops. As a result, all of the Project parcels were acquired by Westlands Water District in lieu of eminent
domain,taken out of commercial production, and restricted from irrigation by a drainage easement.
The Project parcels are intermittently dry farmed for winter wheat and oats, which provide the lowest
revenue per acre of any crop in Fresno County. Because the properties are cultivated without the
benefit of irrigation,the productivity of the crop depends entirely on rain and often times results in a
crop that never matures to harvest and is instead grazed as rangeland grass.Table 1 provides a ten-year
crop history along with a record of the soil disturbance for the preparation, cultivation, and harvesting
of rain-fed wheat and oat crops.
%moo. 0"0
i •
(M
33
Figure 2.Tranquillity 1-8 Solar Generating Facilities
Recurrent Energy 2
Table 1.Ten-year Crop History for APNs in RE Tranquillity 8 Solar Generating Facility Footprint
2013 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2012 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2011 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2010 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2009 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2008 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2007 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2006 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2005 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
2004 Not Irrigated Tilled, seeded, harvested &tilled Rain-fed wheat and oats
3. Project Facility & Equipment
The proposed Project would be comprised of solar panels, inverters, access roads, an operations and
maintenance (OW) building, and electrical equipment including substations, battery storage
enclosures, and wiring.
The Site would be secured by a 6-to 8-foot-high, chain link perimeter fence, topped with three-strand
barbed wire, through which multiple points of ingress/egress would be accessed by locked gates.
3.1 Photovoltaic Modules
The PV modules will be manufactured at an off-site location and then transported to the Project site.
The PV modules will be mounted on a galvanized metal racking system (that would include a metal
single-axis utility-scale tracker or a fixed-tilt racking system) and would be connected to inverter-
transformer stations.The modules will be made of a semiconductor material covered by a tempered
glass pane or otherwise sealed for long-term outdoor durability. PV modules would be dark colored,
highly absorptive, and minimally reflective.
1.2 Panel Installation, Array Assembly, and Racking
Structures supporting the PV modules would consist of steel posts (e.g., cylindrical pipes, H-beams, or
similar), which would be driven into the soil using pneumatic techniques, such as a hydraulic rock
hammer attachment on the boom of a rubber-tired backhoe excavator.The posts typically would be
spaced 10 feet apart and installed to a height of approximately 4 feet above existing grade. Once the
posts have been installed, the horizontal cross-members of the tracking system and associated motors
would be placed and secured. A galvanized metal racking system, which holds the PV modules in the
correct position for maximum capture of solar irradiance, would then be field-assembled and attached
to the horizontal cross members.
Fixed-tilt arrays would be oriented along an east-west axis with panels facing generally south, and
tracking arrays would be oriented along a north-south axis with panels tracking east to west.The total
height of the panel system measured from ground surface would be up to 12 feet.
Recurrent Energy 3
3.3 Electrical Collection, Inverters, and Transformers
Panels would be electrically connected into panel strings using wiring attached to the panel racking
system. Panel strings would be electrically connected to one other via overhead and/or underground
wiring installed from the panel strings to combiner boxes located throughout the PV arrays. Cabling
would be installed to convey the direct current(DC) electricity from the combiner boxes to inverters
which convert the DC to alternating current (AC).The output voltage of the inverters would be stepped
up to the collection system voltage via transformers located in close proximity to the inverters. Electrical
cables would be installed from the transformers to the separate Project substations accordingly.
Underground cables would be installed using ordinary trenching techniques, which would typically
include a rubber-tired backhoe excavator or trencher. Wire depths would be in accordance with local,
state, and federal codes, and would likely be buried at a minimum of 18 inches below grade by
excavating a trench wide enough to accommodate the cables.To accommodate the cables, a polyvinyl
chloride (PVC) conduit may be installed in the trench, or, alternatively, cable rated for direct burial
would be installed. Once cable installation is completed,the excavated soil would likely be used to
backfill the trench and be lightly compressed. Where used, overhead cables would be installed on wood
poles up to 50 feet in height.
The Solar Facility would be designed and laid out in approximately 2 MW increments. Each 2 MW
increment would include an inverter-transformer station centrally located within the PV arrays. All
electrical inverters and transformers would be placed on concrete pads or steel skids.
3.4 Project Substation
The substation areas would be excavated for the transformer equipment and control building
foundation and oil containment area. Foundations for the substation would be formed with plywood
and reinforced with structural rebar. Concrete would be poured to create foundations.
Structural components in the substation area would include:
■ Power transformer;
■ Footings and oil containment system for power transformer;
■ Pre-fabricated control enclosure to enclose the protection and control equipment;
■ Footings for the control enclosure structure;
■ Metering stand;
■ Capacitor bank;
■ Busbar and short generator intertie (gen-tie) line;
■ Circuit breakers and air disconnect switches; and
■ Dead-end structure to connect the Project substation to a PG&E Switching Station.
The Project substations would convert power from 34.5 kV to 230 kV.The Project substation would be
transmitted via an estimated 500-foot-long gen-tie into a PG&E Switching Station north of Dinuba
Avenue.The substation area would be graded and compacted to an approximately level grade. Concrete
pads would be constructed on site as foundations for substation equipment, and the remaining area
Recurrent Energy 4
would be graveled. Electrical transformers, switchgear, and related substation facilities would be
designed and constructed to transform medium-voltage power to high-voltage power.
The substation transformer would contain mineral oil, and the substation would be designed to
accommodate an accidental spill of transformer fluid by the use of containment-style mounting. No
PCB-laden fluids would be used.
3.5 Telecommunications
Within the site,the fiber optic or other cabling required for the monitoring system would typically be
installed in buried conduit, leading to a centrally located (or series of appropriately located) SCADA
system cabinets. External telecommunications connections to the SCADA system cabinets may be
through either wireless or hard wired connections to locally available commercial service providers.
Similar to electrical wiring, cable depths would likely be buried at a minimum of 18 inches below grade
by excavating a trench wide enough to accommodate the cables and conduit. Excavated soil would likely
be used to backfill the trench and be lightly compressed.
3.6 Battery Storage System
The Project may include a battery storage system, consisting of battery banks housed in electrical
enclosures and buried electrical conduit. Electrical enclosures measuring 40 feet by 8 feet by 8.5 feet
high would be installed on concrete foundations designed for secondary containment.
3.7 Meteorological Data Collection System
The Solar Facility would include a meteorological (met) data collection system. Each met station would
have multiple weather sensors: a pyranometer for measuring solar irradiance, a thermometer to
measure air temperature, a barometric pressure sensor, and wind sensors to measure speed and
direction.The four-foot horizontal cross-arm of each met system would include the pyranometer
mounted on the left hand side and the two wind sensors installed on a vertical mast to the right.The
temperature sensor would be mounted inside the solar shield behind the main mast. Each sensor would
be connected by cable to a data logger inside the enclosure.
3.8 Operations and Maintenance Building and Electrical Control Building
The Project would include development of an O&M building and an electrical control building.The O&M
building and control building would be constructed on concrete foundations. A small above ground
septic tank would retain wastewater from employee use at the O&M building.
4. Project's Useful Life
The Project has an expected useful life of 35 years, with an opportunity for a lifetime of 50 years or
more, with equipment replacement and repowering.The Project consists of numerous recyclable
materials, including glass, semiconductor material, steel,wood, aluminum, copper, and plastics. When
the Project reaches the end of its operational life, the component parts can be dismantled and recycled.
The Project components will be dismantled and removed using minimal impact conventional
construction equipment and recycled or disposed of safely in accordance with all applicable laws and
regulations.
Recurrent Energy 5
5. Property Ownership
The site is presently owned by Westlands Water District.The property owner has executed an option
agreement for purchase and sale with SiteCo LLC, a wholly owned subsidiary of Recurrent Energy
Development Holdings. Consequently, SiteCo LLC would become the owner of the real property at
commencement of construction of the Project.
6. Procedures for Decommissioning After Operations Cease
All decommissioning, reclamation, and restoration activities will adhere to the requirements of
appropriate governing authorities, and will be in accordance with all applicable federal, provincial, and
local permits.The reclamation and restoration process comprises removal of above ground structures;
removal of below ground foundations and infrastructure; and restoration of topsoil, re-vegetation, and
seeding. Electrical conduit and other materials that break off more than 4 feet below the ground surface
would be decommissioned in place.Appropriate temporary (construction-related) erosion and
sedimentation control best management practices (BMP) will be used during the reclamation phase of
the Project.The BMPs will be inspected on a regular basis to ensure their function.
6.1 Timing for Removal
Reclamation of the Project will occur within six(6) months of either: (i)the expiration of a Project's CUP
or(ii)the abandonment of a Project without the Project owner making efforts to cure a disruption of
electricity production, whichever occurs first.
6.2 General Removal Process
Effectively,the reclamation of the Project proceeds in reverse order of the installation.
■ The PV facility will be disconnected from the utility power grid.
■ PV modules will be disconnected, collected, and either shipped to another project, salvaged, or
submitted to a collection and recycling program.
■ Aboveground and underground electrical interconnection and distribution cables that are no
longer deemed necessary by the local public utility company will be removed and recycled off-
site by an approved recycling facility.
■ PV module racking system will be removed and recycled off-site by an approved metals recycler.
■ Electrical and electronic devices, including transformers and inverters will be removed and
recycled off-site by an approved recycler.
■ Concrete foundations will be removed and recycled off-site by a concrete recycler.
■ Fencing will be removed and will be recycled off-site by an approved recycler.
■ The only roads constructed at the site will be the interior perimeter fire break roads, which will
not be paved but rather compacted and treated to be durable and dustless.The interior roads
can either remain onsite for future use, or be removed.Very little gravel will be required onsite;
gravel would be repurposed either on-or off-site.
■ The site may be converted to other uses in accordance with applicable land use regulations in
effect at that time of reclamation. There are no permanent changes to the site and it can be
Recurrent Energy 6
restored to its original condition including revegetation.Any soil removed for construction
purposes will be relocated on the site or used for landscaping after construction is complete.
6.3 Removal of Electrical Equipment, PV Modules, and Infrastructure
Above ground electrical wiring, equipment on the inverter pads and the interconnection transformer
pad, and other associated equipment will be removed as part of reclamation. Prior to commencing
electrical equipment removal activities,the system will be de-energized and all external electrical lines
feeding into or out of the Project will be subject to "a lock out/tag out."The electrical components
comprising the inverter pads and interconnection transformer pad will be salvaged and placed in
appropriate shipping containers and secured in a truck transport trailer for shipment to the next
location where it will be reused.The equipment on the inverter pads includes inverters, combiners, low
voltage switch gear and medium voltage transformers.The equipment on the interconnection
transformer pad includes medium and high voltage switchgear and a high voltage transformer. All of this
is modular and each unit is bolted to a concrete pad.
The electrical connectors to each panel will be unfastened along with the combiner boxes and
disconnect switches and the bolts and fasteners attaching each module to the racks will be removed.
Each module will be removed from the rack and placed in secure transport crates and placed into a
trailer for storage and ultimately for transportation to another facility.The bolts and reusable fasteners
will be saved for reuse also.
Once the solar modules have been removed, the racks will be disassembled and the piers supporting the
racks removed.These components will require a track hoe or equivalent piece of machinery to extract
the beams by pulling them out vertically. Both the racks and pipes or H-beams will be scraped and sold
for salvage value. Rack disassembly involves removing bolts and stacking the rack components for
salvage.
Underground electrical equipment, including electrical wiring, will be extracted and removed from the
site. However, electrical conduit and other materials that break off more than 4 feet below the ground
surface would be decommissioned in place.The wiring is either copper or aluminum (depending on the
function/location) encapsulated in an insulating plastic material. Electrical materials consist primarily of
recyclable commodities.
O&M buildings would be disassembled, and recycled or disposed of offsite. Concrete pads supporting
inverters,transformers, and 0&M buildings will be removed.All fences and gates will be maintained at
all times until the equipment decommissioning and removal process is complete and the area is ready to
be demobilized. The fence and gate will be removed and all materials recycled to the greatest extent
possible.The area will be thoroughly cleaned and all debris removed.
6.4 Use and Removal of Hazardous Materials
Relatively small quantities of hazardous materials would be used during project construction and
operation. Materials of concern that would be used during construction and operation include gasoline,
diesel fuel, inverter coolant,transformer oil, sulfur hexafluoride, and cleaning chemicals.
Hazardous and non-hazardous wastes that are likely to be generated from project construction and
operation at the Project include waste motor oils, used transformers and transformer oil, waste
hydraulic fluids, and waste solvents and adhesives. During decommissioning activities, minor spills and
leaks of hazardous materials from vehicles or equipment could also occur. All wastes would be required
Recurrent Energy 7
to be handled, stored,transported, and disposed of according to appropriate state and federal laws,
ordinances, regulations, and standards.
Fuels, lubricants, and other materials would not be stored on the Project site, and the proposed Project
applicant would not maintain an inventory of any hazardous materials on the project site. Project
operations would not generate hazardous wastes.
On-site transformers would be filled with oil at the manufacturing company and subsequently checked
in four-year intervals for integrity.Transformers would be mounted with secondary containment
foundations to contain oil that may be spilled during replacement, and oils used would be 98 percent
plant seed based. Inverter coolant would be routinely and remotely monitored,with replacement
expected to occur every 15 years.All oils, lubricants, and spent filters would be collected and removed
for recycling at the time of replacement and decommissioning.
6.5 Revegetation
Following removal of all solar equipment and related infrastructure,the site will undergo a series of
steps to ensure successful revegetation.All topsoil on site will be removed and stockpiled as a first step.
The site will then be deep chiseled to a depth of at least 18 inches to remove the compaction resulting
from the original construction, 0&M activities and from the decommissioning. After chiseling, compost
will be applied and the topsoil spread and then the entire site will be disked to further loosen the soil
and blend in the compost.
As a final step, an appropriate rangeland seed mixture as specified by local authorities will be broadcast
or drilled across the site. A weed-free mulch will be spread and crimped into the soil to stabilize soils
until germination takes place. Mulching facilitates moisture retention in the soil, improving germination
and survival of the seedlings.
7. Site Plans
Copies of the latest Site Plans for RE Tranquillity 1-8 may be found in Appendix A.
8. Engineer's Opinion of Probable Construction Cost
To provide a conservative estimate of costs associated with the decommissioning and restoration
process, including the equipment and labor for the removal of above-ground structures and site
reclamation, Recurrent Energy has engaged with established construction and engineering firms to
identify the number of employees and equipment types required to remove Project elements.Table 2
identifies costs for equipment and labor to remove improvements associated with the Project.
As noted above,the Project would be surrounded by, and adjacent to, up to 7 other solar projects
totaling 400 MW in all.The Project is anticipated to be decommissioned and the site reclaimed on a
similar schedule to and/or sequentially with the RE Tranquillity 1 LLC, RE Tranquillity 2 LLC, RE
Tranquillity 3 LLC, RE Tranquillity 4 LLC, RE Tranquillity 5 LLC, RE Tranquillity 6 LLC, and RE Tranquillity 7
LLC projects. As a result, economies of scale would be realized from worker and equipment efficiencies
during site decommissioning and reclamation, and there is an estimated 10%cost decrease per 20 MW.
Recurrent Energy 8
Table 2: Labor and Equipment Costs for Project Reclamation
Acres:311 MW: 40 Labor Costs Equipment Costs Total Costs
Hours or
Labor number of
Reclamation Task Workers Days Hours rate Subtotal Equipment/fee units Rates Subtotal Total Costs
Onsite oils,lubricants,removed 1 2 16 $ 50 $ 800 Container 2 $ 1,250 $ 2,500 $ 3,300
Substation components removed 4 2 64 $ 75 $ 4,800 low bed truck/ 32 $ 22 $ 704 $ 5,504
and recycled semi end dump
truck
Electrical interconnection and 8 9 576 $ 75 $ 43,200 flat bed truck 80 $ 32 $ 2,560 $ 45,760
PV modules removed and recycled 8 10 640 $ 50 $ 32,000 flat bed truck 100 $ 32 $ 3,200 $ 35,200
PV module support H-beams and 8 9 576 $ 50 $ 28,800 backhoe 180 $ 162 $ 29,160 $ 57,960
Electrical and electronic devices, 4 5 160 $ 75 $ 12,000 backhoe/crane 50 $ 400 $ 20,000 $ 32,000
Fencing,gates removed and 4 4 128 $ 40 $ 5,120 backhoe 50 $ 162 $ 8,100 $ 13,220
Roads,pathways,and other 4 4 128 $ 40 $ 5,120 cat/backhoe 40 $ 194 $ 7,760 $ 12,880
Site disced for revegetation 4 4 128 $ 40 $ 5,120 cat/watertruck 60 $ 146 $ 8,760 $ 13,880
Subtotal $ 136,960 Subtotal $ 82,744 $ 219,704
9. Financial Assurances
The Applicant will establish and maintain a Letter of Credit from a state or national financial institution
in the amount of$219,704 prior to issuance of building permits for each Phase to be maintained
throughout the life of the Project.The dollar amount will be adjusted on an annual basis to reflect a 3
percent increase in the financial security associated with decommissioning. In lieu of a letter of credit or
as a replacement of the letter of credit during the project life, RE Tranquillity 8 LLC may establish and
maintain a Bond, Cash Payment, or Decommissioning Reserve Account to be managed by a third-party
financial institution determined by the Project's financiers. Automatic routing of PPA payments into the
Decommissioning Reserve Account would occur throughout the Project's life. RE Tranquillity 8 LLC would
notify Fresno County of its election to establish this account thirty (30) days in advance and would
provide all necessary documentation in advance for staff's review and approval. Since both the County
and the landowner have an interest in decommissioning the facility after operations or in the unlikely
event it is abandoned, the third party financial institution responsible for managing the
Decommissioning Reserve Account would have a contractual obligation to the landowners not to release
funds from the Decommissioning Reserve Account other than for payment of costs associated with
decommissioning. The detailed terms and conditions under which the funds would be permitted to be
released from the Decommissioning Reserve Account would be explicitly defined in an Escrow Account
Agreement executed by the project owner,the land owner and the selected third party institution.
10. Record of Owner's Notice of Proposed Reclamation Plan
As discussed under Section 4, SiteCo LLC, a wholly-owned subsidiary of Recurrent Energy Development
Holdings LLC, will be purchasing the real property from the current property owner(Westlands Water
District) prior to the start of construction. Given that the current property owner will no longer have an
ownership interest in the real property once construction commences,the owner has not been notified
of the proposed reclamation plan.
Recurrent Energy 9
Appendix A — RE Tranquillity 1-8 LLC Site Plans
PROJECT INFORMATION s
RE TRANQUILLITY 1 LLC 33
RE TRANQUILLITY 2 LLC RE TRANQUILLITY 1 _8 W MANNING AVE z IR $a #H
RE TRANQUILLITY 3 LLC
APPLICANT RE TRANQUILLITY 4 LLC Q SITE 'I I I I I W g5
W. SOUTH AVE Z RE TRANQUILLITY 5 LLC TEL TEL T TEL T_L z /�/ o a'
RE TRANQUILLITY 6 LLC m
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w Q tW
E TRANQUILLITY 8 LLC w T15S T15S —R14E R15E 0 NALONG HWY 33 AND z ORAL AVE W
SITE ADDRESS SOUTH OF W MANNING ¢ T16S T16S °
AVE TRANQUILLITY, CA w cn R14E R15E
cn
COUNTY FRESNO TOTAL PARCEL ACREAGE ±3732 ACRES POTENTIAL (P) TELECOM L TEL TEL + TEL TEL
TOTAL PROJECT ACREAGE ±3732 ACRES ROUTE CORRIDORS F
ZONING AE20 w
w LOCATION MAP C' ���C�
NOT TO SCALE
SYSTEM SPECIFICATIONS w
GOBS
� ALONG HWY 33 AND SOUTH OF W MANNING AVE
MAX AC CAPACITY AT THE POIL 400 MWac
W.MANNING AVE TRANQUILLITY' CA ENGINEER'S STAMP
INTERCONNECTION VOLTAGE: 230 kV = _ IEL TEL------TEL
�— TEL
GENERAL NOTES ~ ~ ~[\l - + " ILL!
POTENTIAL (P) PG&E IJ eOMA T
DRAINAGE: NO CHANGES TO EXISTING GRADE OR TRANSMISSION STRUCTURE cn W Dos Pain Madera �
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MOUNTED ON POLES APPROXIMATELY 20 FEET IN
HEIGHT AND WILL FACE INWARD TO MONITOR ONSITE _ — Hanford
ACTIVITY. em°ore Amona jam�Pa ® o
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SIGNAGE: NO PERMANENT SIGNAGE IS PROPOSED. ANY O V
SIGNAGE REQUESTED OR REQUIRED BY AUTHORITIES oodinoe sva"°'° '�` ® n
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HEIGHT AND MATERIAL. I c°
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26 SECTION NUMBER 0 ILLITY NQUILLITY ROW N 0
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NOT ONE INCH,C—NO IS NOT TO
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8/18/2014 11:58 AM 2014-08-18_RE TRANQUILLITY—CUP—REV 4.DWG
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9/26/2014 12:42 PM 2014-06-25_RE TRANQUILITY-CUP-REV 3.DWG
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UTILITY REQUIREMENTS.
8 26 14 1236 PM 2014-0W-1e1_TRWWRIM SUIWA7M DETNIS.OWfi
I EXHIBIT B
2 The Property
3 [See Attached]
4
5 Part I. [Insert legal description for Azul property]
6
7 Part II. [Insert legal description for Rojo property]
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069923\8542832v3 Exhibit 13-1
April 04, 2017
EXHIBIT `A'
AM Lease Area
A portion of Resultant Parcel A as described in the Grant Deed to RE Tranquillity 8 Azul
LandCo LLC, recorded in Document No. 2016-0146225, Official Records of Fresno County and
located within a portion of the North half of Section 31, Township 15 South, Range 15 East,
M.D.B.M., County of Fresno, State of California, described as follows:
Beginning at a point on the North line of said Section 31, from which the Northwest corner of
said Section 31 bears North 88°40'45" West, along the North line of said Section 31 for a
distance of 605.00 feet; thence from said Point of Beginning, South 01°19'05 West along a line
parallel with and 85.00 feet easterly of the westerly line of said Resultant Parcel A, for a distance
of 700.00 feet; thence North 88°40'45" West along a line parallel with and 100.00 feet southerly
of the northerly line of said Resultant Parcel A, for a distance of 350.00 feet; thence South
01°19'05 West along a line parallel with and 180.00 feet easterly of the westerly line of said
Resultant Parcel A, for a distance of 1541.28 feet; thence South 43°40'55" East for a distance of
378.47 feet to a point that is 145.00 feet North of the South line of said Resultant Parcel A;
thence South 88°42'33" East along a line parallel with and 145.00 feet northerly of the southerly
line of said Resultant Parcel A, for a distance of 2509.37 feet; thence leaving the last said parallel
line along the four(4) continuous courses and distances:
1. North for a distance of 215.09 feet,
2. East for a distance of 121.98 feet,
3. South for a distance of 110.00 feet, and
4. East for a distance of 245.25 feet, to a point on the East line of said Resultant Parcel A;
thence North along the East line of said Resultant Parcel A for a distance of 2394.68 feet to a
point on the North line of said Section 31; thence North 88°40'45" West along North line of said
Section 31, for a distance of 2736.62 feet to the Point of Beginning.
Lease Area contains a net area of 171.71 acres, more or less.
The Basis of Bearings for this description is NAD 83, California State Plane Coordinate System,
Zone 4, epoch date 2011, based on GPS ties to the California High Precision Geodetic Network
(HPGN) stations 125.311 (PID-GU0884) and 117.471 (PID-GU0937).
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qTF OF CA��F��
AZUL LEGAL DESCRIPTION
April 04, 2017
EXHIBIT `A'
Rojo Lease Area
All of Parcels 2 and 3 as described in the Grant Deed to RE Tranquillity 8 Azul LandCo LLC,
recorded in Document No. 2017-0032945 Official Records of Fresno County, and the Southwest
quarter of Section 32, located in, Township 15 South, Range 15 East, M.D.B.M., and all of
Parcel 2 as described in the Grant Deed to RE Tranquillity 8 Azul LandCo LLC, recorded in
Document No. 2017-0032944, Official Records of Fresno County, and the Southwest quarter of
Section 5, located in Township 16 South, Range 15 East, M.D.B.M., County of Fresno, State of
California, described as follows:
All of the above described lands
EXCEPTING THEREFROM a portion of the above described Parcel 2 as described in said
Document No. 2017-0032945, described as follows:
Beginning at a point on the South line of said Section 31 from which the Southwest corner of
said Section 31 bears North 88°43'50" West for a distance of 2638.13 feet; thence from the
Point of Beginning, leaving the South line of said Section 31 North 01°15'56" East along the
West line of said Parcel 2 for a distance of 2653.12 feet to a point on the east-west centerline of
said Section 31; thence South 88°42'33" East along the east-west centerline said Section 31 for a
distance of 889.20 feet; thence leaving the east-west centerline said Section 31 South for a
distance of 2653.44 feet to a point on the South line of said Section 31; thence North 88°43'50"
West for a distance of 947.81 feet to the Point of Beginning.
Containing an area of 55.94 acres, more or less.
ALSO EXCEPTING THEREFROM a portion of the above described Parcel 2 as described in
Document No. 2017-0032944, described as follows:
Beginning at a point on the North line of said Section 6 from which the Northwest corner of said
Section 6 bears North 88°43'50" West for a distance of 2638.13 feet; thence from the Point of
Beginning, South 88°43'50' East along the North line of said Section 6 for a distance of 1027.00
feet; thence leaving the North line of said Section 6, South for a distance of 2647.19 feet to a
point on the east-west centerline of said Section 6; thence North 88°44'20" West along the east-
west centerline of said Section 6 for a distance of 1067.22 feet; thence leaving the east-west
centerline of said Section 6, North 00°52'14" East along the West line of said Parcel 2 for a
distance of 2646.76 feet to the Point of Beginning.
Containing an area of 63.62 acres, more or less.
Lease Area contains a net area of 812.31 acres, more or less.
ROJO LEGAL DESCRIPTION
The Basis of Bearings for this description is NAD 83, California State Plane Coordinate System,
Zone 4, epoch date 2011, based on GPS ties to the California High Precision Geodetic Network
(HPGN) stations 125.311 (PID-GU0884) and 117.471 (PID-GU0937).
LA/\/0
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ROJO LEGAL DESCRIPTION
I EXHIBIT C
2 Form of Easement
3 [See Attached]
4
5
6
7
8
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15
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069923\8542832v3 Exhibit C-1-1
AFTER RECORDING
PLEASE RETURN TO:
DEVELOPMENT SERVICES
DIVISION, MAIL STOP 214
ATTN: CHRIS MOTTA
Recording Requested for the Benefit
of the County of Fresno Department
of Public Works&Planning
THIS SPACE FOR RECORDER'S OFFICE USE ONLY
GRANT OF LIMITED ACCESS EASEMENT ("Easement")
I. RECITALS
A. On October 9, 2014, pursuant to County of Fresno ("COUNTY") Resolution No.
12466, subject to the conditions listed therein, the COUNTY's Planning Commission certified
Environmental Impact Report No. 6730 for the Tranquillity Solar Generation Facility approving
eight separate conditional use permits, Unclassified Conditional Use Permit ("CUP") Nos. 3451
through 3458. The Planning Commission conditioned its approval of the Project on, among other
things, compliance with that certain Reclamation Plan: RE Tranquillity 8 LLC, UCUP Application
Number 3458, dated August 2014 (the "Reclamation Plan"), stipulating to the process for the
decommissioning of the Project (as defined below).
B. RE Tranquillity 8 Azul LLC ("Azul Owner") will undertake the performance of a
component of the Project described in CUP No. 3458, consisting of the construction and operation
of a solar photovoltaic power plant capable of generating up to twenty (20) megawatts ("MW")
(the "Azul Project"). The Azul Project is approximately One Hundred Seventy One and 71/100
(171.11) acres (consisting of three (3) parcels), the legal descriptions of which are set forth in
Attachment A, attached hereto and incorporated herein by this reference (collectively, the
"Property").
C. RE Tranquillity 8 Rojo LLC ("Rojo Owner" and, together with Azul Owner,
collectively, "Owner") will undertake the performance of a component of the Project described in
CUP No. 3458, consisting of the construction and operation of a solar photovoltaic power plant
capable of generating up to one hundred (100) MW (with no more than twenty (20) MW being
generated from the portion of land covered by CUP No. 3548)(the"Rojo Project"and, collectively
with the Azul Project, the "Project").
D. In order to secure their respective obligations under the Reclamation Plan, Azul
Owner, Rojo Owner and COUNTY have entered into a written agreement (the "Reclamation
Agreement") by which Owner covenants 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 security.
E. CUP No. 3458 has a term of Forty (40) years, which COUNTY may extend in its
sole discretion, or terminate in accordance with the provisions of applicable law.
F. RE TRANQUILLITY 8 AZUL LANDCO LLC, a Delaware limited liability company
("GRANTOR") is the owner of the Property.
G. Azul Owner informs COUNTY that Azul Owner and GRANTOR intend to enter into
a lease agreement (the "Lease"), which will grant possession of the Property to Azul Owner and
permit Azul Owner to operate the Azul Project on the Property pursuant to CUP No. 3458.
H. The Reclamation Plan and the Reclamation Agreement require Azul Owner to
decommission the solar photovoltaic power plant at (i) the expiration or termination of CUP No.
3458 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 Azul Project was constructed.
I. Azul Owner's obligations under the Reclamation Agreement are being secured by
Rojo Owner establishing and maintaining a cash security with COUNTY on Rojo Owner's behalf
and on Azul Owner's behalf. In the event Azul Owner defaults under the Reclamation Agreement,
COUNTY may draw on the cash security and use the proceeds thereof to carry out the
2
reclamation of the Property in substantial conformity with the Reclamation Plan.
J. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation
Plan, COUNTY must have the right to access the Property.
K. GRANTOR recognizes that it will benefit from granting such access to COUNTY,
should Azul Owner default under the Reclamation Agreement, and COUNTY elect to draw on the
cash security and use the proceeds thereof to carry out the reclamation of the Property in
substantial conformity with the Reclamation Plan.
II. Grant of Limited Easement
1. GRANTOR hereby grants to COUNTY, including its contractors and
representatives, a nonexclusive access easement over, under, on, and across the Property (the
"Easement"), solely for accessing the Property for the limited purpose of, in COUNTY's sole
discretion, carrying out the reclamation of the Property in substantial conformity with the
Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose.
2. Grantor expressly reserves for itself, its successors and its assigns, the right to
use the Property or to grant other licenses or easements on the 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 Property.
4. This Easement is subject to all superior matters of title on the Property and
recorded in the COUNTY Official Records, including without limitation any and all liens,
encumbrances, covenants, conditions, restrictions, reservations, contracts, leases, licenses,
easements, and rights of way.
3
5. 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 the public any
right of access to the Property or to grant any rights in any third party.
6. This Easement may be executed in counterparts, which, when taken together,
shall constitute one complete instrument.
7. This Easement, and the rights granted herein, shall be interpreted in accordance
with the laws of the State of California.
8. The Recitals above are incorporated herein by reference as though fully set forth
herein. Further, AZUL OWNER states that the above Recitals are to be taken as statements of
AZUL OWNER only and not of Grantor.
Date
GRANTOR:
RE TRANQUILLITY 8 AZUL LANDCO LLC,
a Delaware limited liability company
By
Print Name
Print Title
4
ACKNOWLEDGEMENT:
By executing below, RE TRANQUILLITY 8 AZUL LLC, a Delaware limited liability company, for it
and its successors and assigns, acknowledges and agrees to the terms and conditions contained
herein, including without limitation, Section 8.
RE TRANQUILLITY 8 AZUL LLC,
a Delaware limited liability company
By
Print Name
Print Title
[NOTARY PAGES ATTACHED]
5
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
On 2017, before me, a Notary Public,
personally appeared ,who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of the Notary Public
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
COUNTY OF
On 2017, before me, a Notary Public,
personally appeared ,who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of the Notary Public
ATTACHMENT A
LEGAL DESCRIPTION OF THE PROPERTY
[PLEASE SEE ATTACHED]
April 04, 2017
EXHIBIT `A'
AM Lease Area
A portion of Resultant Parcel A as described in the Grant Deed to RE Tranquillity 8 Azul
LandCo LLC, recorded in Document No. 2016-0146225, Official Records of Fresno County and
located within a portion of the North half of Section 31, Township 15 South, Range 15 East,
M.D.B.M., County of Fresno, State of California, described as follows:
Beginning at a point on the North line of said Section 31, from which the Northwest corner of
said Section 31 bears North 88°40'45" West, along the North line of said Section 31 for a
distance of 605.00 feet; thence from said Point of Beginning, South 01°19'05 West along a line
parallel with and 85.00 feet easterly of the westerly line of said Resultant Parcel A, for a distance
of 700.00 feet; thence North 88°40'45" West along a line parallel with and 100.00 feet southerly
of the northerly line of said Resultant Parcel A, for a distance of 350.00 feet; thence South
01°19'05 West along a line parallel with and 180.00 feet easterly of the westerly line of said
Resultant Parcel A, for a distance of 1541.28 feet; thence South 43°40'55" East for a distance of
378.47 feet to a point that is 145.00 feet North of the South line of said Resultant Parcel A;
thence South 88°42'33" East along a line parallel with and 145.00 feet northerly of the southerly
line of said Resultant Parcel A, for a distance of 2509.37 feet; thence leaving the last said parallel
line along the four(4) continuous courses and distances:
1. North for a distance of 215.09 feet,
2. East for a distance of 121.98 feet,
3. South for a distance of 110.00 feet, and
4. East for a distance of 245.25 feet, to a point on the East line of said Resultant Parcel A;
thence North along the East line of said Resultant Parcel A for a distance of 2394.68 feet to a
point on the North line of said Section 31; thence North 88°40'45" West along North line of said
Section 31, for a distance of 2736.62 feet to the Point of Beginning.
Lease Area contains a net area of 171.71 acres, more or less.
The Basis of Bearings for this description is NAD 83, California State Plane Coordinate System,
Zone 4, epoch date 2011, based on GPS ties to the California High Precision Geodetic Network
(HPGN) stations 125.311 (PID-GU0884) and 117.471 (PID-GU0937).
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LS 4751
* EXPIRES
J`J, SEPT 30, 2015 �Q
qTF OF CA��F��
AZUL LEGAL DESCRIPTION