HomeMy WebLinkAboutAgreement A-23-399 Reclamation Agreement 1.pdf 23-0805 Agreement No. 23-399
1 SOLAR PROJECT RECLAMATION AGREEMENT
2
3 This SOLAR PROJECT RECLAMATION AGREEMENT (the "Agreement") is entered
4 into this 8th day of August, 2023 ("Effective Date"), by and between the COUNTY OF
5 FRESNO, a political subdivision of the State of California ("COUNTY"), and CES Electron
6 Farm One, LLC, a California limited liability company ("APPLICANT"), each a "Party" and
7 collectively, the "Parties."
8 RECITALS:
g A. On March 23, 2023, pursuant to County Resolution No. 12987, subject to the conditions,
10 mitigation measures, and project notes listed therein, the COUNTY's Planning
11 Commission, under the California Environmental Quality Act (California Public
12 Resources Code, Division 13, section 21000 etseq.), including the implementing CEQA
13 Guidelines thereunder (Title 14, Division 6, Chapter 3, California Code of Regulations,
14 section 15000 et seq.), approved a mitigated negative declaration ("MND") for the
15 Conflitti Solar Project, further approving a conditional use permit, Conditional Use
16 Permit ("CUP") No. 3742. The MND and such approved and issued CUP No. 3742 are
17 collectively referred to herein as the "Approvals."
18 B. As a condition of the Approvals, COUNTY's Planning Commission required that the
19 project subject to the Approvals "adhere substantially to the provisions in the
20 [r]eclamation [p]lan as submitted to the Planning Commission and prepared for the
21 decommissioning of the facility when operation ceases." The Planning Commission
22 further allowed "reasonable modifications" to that reclamation plan, provided that "draft
23 reclamation [p]lan shall be reviewed and approved as final by the County of Fresno,
24 Department of Public Works and Planning, Current Planning Division prior to the
25 issuance of any development permits."
26 C. On [March 30, 2022], APPLICANT submitted a COUNTY's Department of Public Works
27 and Planning ("Department") a draft reclamation plan, which was returned by the
28 Department with corrections for APPLICANT to make. On [March 16, 2023],
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1 APPLICANT provided a revised reclamation plan ("Reclamation Plan"), which the
2 Director of Public Works and Planning or such Director's designee (collectively, the
3 "Director") approved on [March 23, 2023]. A true and complete copy of the Reclamation
4 Plan is attached hereto and incorporated herein by reference as Exhibit A.
5 D. The Reclamation Plan relates to the project described in the Approvals, consisting of
6 an approximately 4.6-megawatt ("MW") solar photovoltaic generation facility, inverter,
7 and grid interconnection (collectively, the "Project"). APPLICANT represents to
8 COUNTY that the Project will be fully capable, once completed according to its
9 manufacturer's specifications, of independent operation and of supplying power to the
10 power grid.
11 E. The Project will be situated on a parcel consisting of approximately 40 acres, identified
12 in the Approvals, generally located on the West side of South Fairfax Avenue, between
13 West Panoche Road and West South Avenue, in unincorporated Fresno County,
14 referred to by Assessor's Parcel Number 027-121-15s, as more particularly shown on
15 Exhibit B, attached hereto and incorporated herein by reference solely for the purpose
16 of illustrating the location of the Project, and as more particularly described on Exhibit
17 B-1, attached hereto and incorporated herein by reference ("Property").
18 F. Generally, the Reclamation Plan states that, at the end of its expected 32-year useful
19 life, the Project would be decommissioned and dismantled, and the Project site restored
20 to pre-project condition in accordance with all applicable codes and regulations.
21 G. APPLICANT intends to undertake construction of the Project.
22 H. As a further condition of the Approvals, the Planning Commission required that, prior to
23 the issuance of any permit(s) for grading or development (and the Parties agree that
24 development includes construction or building), relating to the Project (collectively,
25 "Grading or Development Permits"), APPLICANT must enter into a reclamation
26 agreement with COUNTY which "shall require the [APPLICANT] to (1) decommission,
27 dismantle, and remove the [P]roject and reclaim the site to its pre-project condition in
28 accordance with the approved Reclamation Plan, and (2) maintain a financial assurance
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1 to the County of Fresno, to secure the [APPLICANT's] obligations under the reclamation
2 agreement, in an amount sufficient to cover the costs of performing such obligations."
3 I. To secure APPLICANT's faithful performance of all of its obligations under the
4 Reclamation Plan, the Planning Commission further required APPLICANT to deposit a
5 Cash Security (defined below) which shall "be in the form of cash and maintained
6 through an escrow arrangement acceptable to the County of Fresno" and shall "(1)
7 initially cover the project owner's cost of performing its obligations under the reclamation
8 agreement, as stated above, based on the final County of Fresno-approved design of
9 the project, which cost estimate shall be provided by the project owner to the County of
10 Fresno, and be subject to approval by the County of Fresno, and (2) be automatically
11 increased annually, due to increases in costs, using the Engineering News-Record
12 construction cost index."
13 J. APPLICANT shall make the deposits of the Cash Security into an escrow account, as
14 provided herein, which shall be (i) in the initial minimum amount equal to the licensed
15 professional engineer's written cost estimate, which is One-Hundred and Seventeen
16 Thousand, Nine-Hundred, and Sixty Dollars ($117,960), plus such annual increases
17 reflecting increase construction costs reflected in the Engineering News-Record
18 ("ENR") construction cost index and each such subsequent deposit by APPLICANT
19 shall be without the requirement of any demand or notice by COUNTY, (ii) subject to an
20 Escrow Agreement (defined below), in a form and substance satisfactory to COUNTY
21 as provided in this Agreement, among COUNTY, APPLICANT, and a financial
22 institution having minimum Federal Deposit Insurance Corporation (FDIC) insurance
23 coverage under this Agreement, and (iii) the initial amount of such deposit shall be in
24 compliance with this Agreement and the Escrow Agreement prior to COUNTY's
25 issuance of any Grading or Development Permits.
26 K. The Parties agree that fairness and sound fiscal policy require that APPLICANT, as the
27 person or entity receiving the benefits of any land use approval, should also bear the
28 burden of the liability for decommission and dismantling the Project, and restoring the
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1 Project site to an agricultural use-ready condition in accordance with all applicable
2 codes and regulations.
3 L. Because the Property, as of the Effective Date, lacks direct access to and from any
4 state highway, county highway, or other public right-of-way (collectively, "Public
5 Highways"), APPLICANT understands and agrees that APPLICANT is solely
6 responsible for securing a right-of-way easement or easements for the COUNTY's use
7 over all parcels that COUNTY deems necessary to travel between the Property and one
8 of the Public Highways for the purposes of the County's Reclamation (as defined in
9 Section 1(a) of this Agreement) under this Agreement ("Route of Access").
10 APPLICANT proposes and COUNTY agrees that COUNTY's Route of Access between
11 the Property and one of the Public Highways via a route shown in Exhibit B-2, attached
12 hereto and incorporated herein by reference solely for the purpose of illustrating the
13 Route of Access, and as described in Exhibit B-3, attached hereto and incorporated
14 herein by reference.
15 In consideration of the foregoing facts and circumstances, and for good and valuable
16 consideration, the sufficiency of which is acknowledged and as having been received, the
17 Parties hereby agree as follows:
18 1. APPLICANT'S OBLIGATIONS.
19 (a) Compliance with Reclamation Plan.
20 APPLICANT agrees that all of APPLICANT's activities set forth in the Reclamation Plan
21 with respect to the Project shall be deemed as requirements of APPLICANT under this
22 Agreement and are enforceable by COUNTY under the terms and conditions of this
23 Agreement. APPLICANT shall, at its own cost, fully perform and comply with all of the
24 provisions of the Reclamation Plan with respect to the Project, and decommission, dismantle,
25 and remove the entire Project, and reclaim all of the Property to its pre-Project condition as an
26 agricultural use-ready condition in accordance with all applicable codes and regulations
27 pursuant to the Reclamation Plan (collectively, "Reclamation") within twelve (12) months of
28 the earliest to occur of any of the following, as reasonably determined by the Director: (i) there
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1 has not been substantial development of the Project within two (2) years following the
2 COUNTY's Planning Commission's approval of, and issuance to APPLICANT, CUP No. 3742;
3 (ii) the Project, or a substantial portion thereof, has not, following completion of construction of
4 the Project, produced electricity for at least six (6) consecutive months within a twelve (12)
5 month period, or for three hundred sixty five (365) non-consecutive calendar days within any
6 twenty four (24) month period, during the term of this Agreement; (iv) the expiration or early
7 termination of CUP No. 3742; or (v) thirty-two (32) years from the date upon which any
8 development permit for the Project, such as a grading or building permit, is approved by
9 COUNTY (each, an "Event of Project Cessation"). If there are any inconsistencies between
10 the terms and conditions of this Agreement (excluding the Reclamation Plan) and the
11 provisions of the Reclamation Plan with respect to the Project and/or the Property, such
12 inconsistencies shall be resolved by giving precedence to the terms and conditions this
13 Agreement (excluding the Reclamation Plan) over the provisions of the Reclamation Plan with
14 respect to the Project and/or the Property.
15 (b) Notice to COUNTY.
16 (i) APPLICANT shall, within thirty (30) calendar days following
17 completion of construction of the Project, provide written notice thereof to COUNTY pursuant
18 to Section 5 of this Agreement accompanied by a complete as-built site plan of the Project in
19 paper and digital Portable Document Format "PDF" or other format acceptable to COUNTY,
20 setting forth each location of the actually-constructed Project, provided however,
21 APPLICANT's failure to provide or delay in providing such notice, or as-built site plan to
22 COUNTY shall not prohibit COUNTY from exercising its rights and remedies under this
23 Agreement.
24 (ii) APPLICANT shall provide written notice to COUNTY pursuant to
25 Section 5 of this Agreement within ten (10) calendar days following the occurrence of any
26 Event of Project Cessation, provided however, the failure of APPLICANT to provide or delay
27 in providing such notice shall not prohibit COUNTY from exercising its rights and remedies
28 under this Agreement.
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1 In addition to the foregoing paragraph, upon COUNTY's written request to APPLICANT,
2 which shall be made in the manner for providing notice pursuant to Section 5 of this
3 Agreement, concerning whether there is any Event of Project Cessation, APPLICANT shall,
4 not later than ten (10) calendars days after receipt of such request, provide written responsive
5 notice to COUNTY pursuant to Section 5 of this Agreement, which responsive notice shall be
6 accompanied by copies of, or electronic links to, the records, so requested by COUNTY,
7 concerning the status of the Project's development, and of the Project's operation and
8 electricity production. APPLICANT shall retain and maintain such records for a minimum of
9 five (5) years from their creation.
10 (c) Time is of the Essence.
11 It is understood that time is of the essence in the performance of all obligations under
12 this Agreement and the Reclamation Plan. Any reference in this Agreement to "business days"
13 shall mean COUNTY's business days.
14 (d) Pre-condition to Grading or Development Permits.
15 Prior to APPLICANT obtaining any Grading or Development Permits from COUNTY
16 with respect to the Project, or any portion thereof, the following shall have occurred to
17 COUNTY's satisfaction: (i) pursuant to subsection 2(b) of this Agreement, (1) APPLICANT,
18 COUNTY, and the Escrow Agent (as defined in subsection 2(a) of this Agreement), have
19 entered into an Escrow Agreement (as defined in subsection 2(a) of this Agreement), and
20 APPLICANT has delivered such fully-executed Escrow Agreement to COUNTY, and (2) by the
21 terms of the Escrow Agreement, APPLICANT has irrevocably delivered to the Escrow Agent
22 the initial amount of the Cash Security for the Escrow Agreement, which shall be in the initial
23 minimum amount of One-Hundred and Seventeen Thousand, Nine-Hundred, and Sixty
24 Dollars ($117,960), and, the Escrow Agent has given COUNTY written confirmation of the
25 Escrow Agent's receipt of such initial minimum amount; (ii) pursuant to Section 7 of this
26 Agreement, the Recordation of the Easement (as defined in Section 7 of this Agreement) has
27 occurred, as provided by and in compliance with Section 7 of this Agreement; and (iii) pursuant
28 to Section 7.1 of this Agreement, the Recordation of the Right-of-Way Easement (as defined
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1 in Section 7.1 of this Agreement) has occurred, as provided by and in compliance with Section
2 7.1 of this Agreement.
3 (e) No Further Construction or Development.
4 APPLICANT represents to COUNTY that, as of the Effective Date, APPLICANT does
5 not intend to change any portion of the project described in CUP No. 3742, or otherwise
6 combine or connect the operation thereof with any other solar photovoltaic generation facility,
7 inverter, or grid interconnection. Nothing in this Agreement authorizes or prohibits APPLICANT
8 from seeking approval(s) from COUNTY to extend the lifespan of the Project beyond the term
9 contemplated in CUP No. 3742.
10 (f) Applicant to Maintain and Provide Lease Documents to County.
11 APPLICANT represents and warrants to COUNTY that, as of the Effective Date,
12 APPLICANT has provided every lease agreement, easement, license, and other documents,
13 recorded or unrecorded, including any amendments thereof, which grant, secure, reflect, or
14 otherwise reference APPLICANT's rights to use or possession of, or access, the Property, or
15 any portion thereof, for any of the purposes of the Project (collectively, "Lease Documents").
16 APPLICANT shall, within five (5) calendar days of any amendment, replacement, or
17 termination of any of the Lease Documents or of COUNTY's request, provide COUNTY with
18 any and all Lease Documents amended, replaced, terminated, or requested. APPLICANT
19 represents and warrants to COUNTY that APPLICANT will maintain the rights for itself to use
20 and access the Property for the Project and for any purpose required by this Agreement for
21 such time as may be necessary to fulfill the obligations of this Agreement. APPLICANT
22 represents and warrants to COUNTY that (i) none of the Lease Documents, including any
23 amendments thereof, conflicts in any way with this Agreement, and (ii) APPLICANT will not
24 amend any of the Lease Documents so that they conflict in any way with this Agreement, and
25 (iii) will not assign, transfer or sublease, or grant any right, title, or interest in or to, any of the
26 Lease Documents including any amendments thereof, to conflict in any way with this
27 Agreement,
28
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1 2. SECURITY FOR APPLICANT'S OBLIGATIONS.
2 (a) Definitions.
3 "Cash Security" means and includes all of the then-current amount of the cash, which
4 shall be in immediately available United States currency ("US Currency"), or any portion
5 thereof, including APPLICANT's initial deposit of the cash pursuant to this Section 2, and any
6 annual increases of such cash as a result of any interest income earned on the Cash Security
7 or as a result of any additional cash deposits required by this Agreement, all as to be held on
8 deposit by the Escrow Agent for the sole benefit of the County under the Escrow Agreement,
9 less any County drawings of the Cash Security under the Escrow Agreement.
10 "Escrow Agent" means a financial institution, appointed jointly by APPLICANT and
11 COUNTY (or otherwise, if necessary, by a court of competent jurisdiction), that receives the
12 Cash Security from APPLICANT, and is authorized under the Escrow Agreement to hold the
13 Cash Security, and to disburse the Cash Security to COUNTY upon COUNTY's drawing
14 thereunder. APPLICANT and COUNTY propose to jointly appoint United Security Bank, a
15 state chartered bank in California, as the initial Escrow Agent.
16 "Escrow Agreement" means an agreement by and among APPLICANT, COUNTY,
17 and the Escrow Agent, which is the arrangement by which APPLICANT irrevocably deposits
18 the Cash Security with the Escrow Agent, and by which there are any annual increases of such
19 cash as a result of any interest income earned on the Cash Security or as a result of any
20 additional cash deposits required by this Agreement, and which increases and additional cash
21 deposits are deemed irrevocable once increased or deposited, as applicable, for the sole
22 benefit of COUNTY, to enable APPLICANT to secure its faithful performance of all of its
23 obligations under this Agreement.
24 (b) Cash Security.
25 As security to COUNTY for APPLICANT's faithful performance of all of its obligations
26 to comply with the Reclamation Plan and the terms and conditions of this Agreement,
27 APPLICANT shall, and shall cause an Escrow Agent to, not later than five (5) business days
28 subsequent to the execution of this Agreement by the Parties, enter into an Escrow Agreement
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1 among APPLICANT, COUNTY, and the Escrow Agent. Within three (3) business days
2 following APPLICANT's, COUNTY's, and the Escrow Agent's execution of such Escrow
3 Agreement, APPLICANT shall irrevocably deliver to the Escrow Agent the initial amount of the
4 Cash Security for the Escrow Agreement, which shall be in the initial minimum amount of One-
5 Hundred and Seventeen Thousand, Nine-Hundred, and Sixty Dollars ($117,960). The
6 amount of the Cash Security is not a limitation on APPLICANT's obligations under this
7 Agreement or the Reclamation Plan.
8 Not later than December 1, 2023, and December 1 of each year following the Effective
9 Date hereof, APPLICANT shall, without the requirement of any demand or notice by COUNTY,
10 deposit additional cash necessary to cause the Cash Security to be increased by a percentage
11 equal to any annual increase in construction costs reflected in the ENR construction cost index
12 from October 1 of the previous year to October 1 of the then-current year. As of the Effective
13 Date, the ENR construction cost index is available at the following Web address: ENR.com
14 As an example, assuming there is an annual increase in construction costs for 2023
15 (i.e., the current year), if the ENR construction cost index for the period of October 1, 2022
16 (i.e., for the previous year) through October 1, 2023 (i.e., for the current year) reflects a 3.5%
17 increase in the cost of construction for 2023, APPLICANT would be required, by December 1,
18 2023, to deposit into the Cash Security an amount equal to 3.5% of the then total Cash
19 Security.
20 If the ENR construction cost index reflects a decline in construction costs for the one-
21 year period described above, the APPLICANT shall not be permitted to withdraw from the
22 Cash Security or to credit that decline against the Cash Security or any future increases in the
23 Cash Security.
24 APPLICANT shall notify COUNTY as provided in Section 5 of this Agreement, with a
25 report stating the amount by which APPLICANT increased the Cash Security, supported by
26 the calculation of such increase with reference to the ENR construction cost index, or no
27 change in the Cash Security, supported by the calculation of such decrease or no change with
28 reference to the ENR construction cost index, not later than January 15 of the year following
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1 the increase or no change in the Cash Security, as applicable, provided however that, if such
2 construction cost information is not available, then APPLICANT shall provide notice of such
3 unavailability to COUNTY, including any reasonably-estimated date of such availability if such
4 estimated date is available to APPLICANT and continue to reasonably keep COUNTY so
5 informed if such information continues to be unavailable for more than fifteen (15) calendar
6 days after such notice, and in any event APPLICANT shall promptly provide such information
7 once it becomes available.
8 If in the sole and absolute judgment of the Director, the ENR construction cost index is
9 no longer available during the term of this Agreement, the Director may, in his or her sole and
10 absolute discretion, replace the ENR construction cost index with another, comparable
11 construction cost index retroactive to the last date that the ENR construction cost index was
12 available, as the Director may determine in his or her sole and absolute judgment, without
13 necessity of any amendment or modification to this Agreement, by notifying APPLICANT as
14 provided in Section 5 of this Agreement, and APPLICANT shall use such replacement
15 comparable construction cost index for purposes of this subsection 2(b). The provisions of this
16 paragraph shall apply to any replacement construction cost index.
17 (c) Escrow Agreement.
18 The Escrow Agreement shall be in a form and substance acceptable to COUNTY. The
19 Escrow Agent shall be acceptable to COUNTY. Prior to APPLICANT and COUNTY executing
20 the Escrow Agreement, APPLICANT shall provide COUNTY with the FDIC number of the
21 Escrow Agent. Without limiting the generality of the foregoing requirements of the Escrow
22 Agreement and Escrow Agent, APPLICANT shall, and shall cause the Escrow Agent to, enter
23 into an Escrow Agreement among APPLICANT, COUNTY and the Escrow Agent in
24 compliance with the following major requirements of the Escrow Agreement, which major
25 requirements are not an exhaustive list of requirements for the Escrow Agreement:
26 (1) As provided in subsection 2(b) of this Agreement, APPLICANT
27 shall irrevocably deliver to the Escrow Agent the initial minimum amount of One-Hundred and
28 Seventeen Thousand, Nine-Hundred, and Sixty Dollars ($117,960), in US Currency, as the
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1 initial Cash Security for the exclusive purposes of the Escrow Agreement. The Escrow Agent
2 shall receive, and upon receipt immediately deposit, and hold the Cash Security only in a
3 savings deposit account of the Escrow Agent for the exclusive purposes of the Escrow
4 Agreement. APPLICANT acknowledges and agrees that a savings deposit account does not
5 include a money market account, a certificate of deposit, or any account which is not
6 immediately liquid. The Escrow Agent shall cause the Cash Security, while on deposit with the
7 Escrow Agent under the Escrow Agreement, to be (i) interest-bearing, at a savings deposit
8 rate available to members of the public, and (ii) fully insured by the FDIC up to the lesser of
9 (1) the amount of the Cash Security while on deposit with the Escrow Agent under the Escrow
10 Agreement, or (2) the then-current maximum FDIC insurance coverage available for an FDIC-
11 insured deposit account. The Cash Security shall be maintained by the Escrow Agent as a
12 separate savings deposit account with its own ownership classification as being for the sole
13 benefit of COUNTY, which savings deposit account shall be distinct from any and all other
14 accounts or funds of the APPLICANT that might be maintained or held by the Escrow Agent
15 or its parent or affiliates, to ensure that the maximum FDIC insurance coverage available for
16 an FDIC-insured deposit account shall apply to the Cash Security. COUNTY shall not have
17 any liability, either directly or indirectly, in respect of any loss of any principal of, or any earnings
18 on, the Cash Security, or any failure of the Escrow Agent to obtain earnings on the Cash
19 Security.
20 (2) Any annual increases of the Cash Security as a result of the
21 additional cash deposits required by this Agreement shall be US Currency for the exclusive
22 purposes of the Escrow Agreement.
23 (3) Any annual increases of the Cash Security as a result of any
24 interest income earned on the Cash Security or as a result of the additional cash deposits
25 required by this Agreement are deemed irrevocable once increased or deposited, as
26 applicable.
27 (4) The Applicant, including its successors or assigns or anyone
28 claiming through the Applicant, shall not have any rights whatsoever to use, control, or access,
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1 either directly or indirectly, or withdraw any funds from or borrow against the Cash Security, or
2 to make any other demand of the Escrow Agent or the County with respect to the Cash
3 Security.
4 (5) APPLICANT shall promise, covenant, and warrant to COUNTY
5 and the Escrow Agent that the Cash Security is not and shall not at any time be subject to any
6 attachments, seizures, garnishments, pledges, liens, encumbrances, levies, security interests,
7 claims of any creditors, or writs, or court orders, judgments or decrees, of threat of any of the
8 foregoing, all of which shall be of every nature whatsoever; and if any such conditions occur
9 or are threatened, APPLICANT shall, to COUNTY's and the Escrow Agent's satisfaction,
10 immediately remove, cure, or satisfy such conditions or threatened conditions, which may
11 include the APPLICANT's deposit of an equal amount thereof of replacement funds into the
12 Cash Security, which replacement funds shall satisfy the requirements of this subsection
13 2(c)(5), and promptly give the COUNTY and the Escrow Agent notice of such deposit. In the
14 event of any such deposit of replacement funds by the APPLICANT into the savings account
15 for the Cash Security, and the APPLICANT's prompt notice thereof, including the specific
16 source of replacement funds and assurance that such replacement funds satisfy this
17 Agreement and the Escrow Agreement, given to the COUNTY and the Escrow Agent, the
18 COUNTY shall promptly give notice to the APPLICANT and the Escrow Agent whether such
19 replacement deposit of funds is acceptable to the COUNTY, and the Escrow Agent shall
20 promptly give notice to the COUNTY and the APPLICANT whether such replacement deposit
21 of funds is acceptable to the Escrow Agent, and if both the COUNTY and the Escrow Agent
22 so accept, then the Escrow Agent shall promptly thereafter return to the APPLICANT the funds
23 so substituted, provided however, such notice given by the COUNTY shall not preclude the
24 COUNTY from enforcing the requirements of this Agreement and the Escrow Agreement if
25 such replacement deposit of funds is subsequently determined not to satisfy this Agreement
26 or the Escrow Agreement.
27 (6) Upon COUNTY's presentation of its instructions for drawing upon
28 the Cash Security to the Escrow Agent, under the Escrow Agreement, the Escrow Agent shall,
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1 solely by examining the face of COUNTY's drawing instructions for compliance with the
2 requirements in the Escrow Agreement for making drawings, pay COUNTY according to the
3 terms of such COUNTY drawing in immediately available US Currency up to the then-current
4 amount of the Cash Security within three (3) business days of such presentation to the Escrow
5 Agent. The COUNTY's place of presentation of its written instructions for drawing upon the
6 Escrow Funds to the Escrow Agent shall be at a location or locations reasonably accessible
7 to COUNTY, one of which location shall be in the City of Fresno.. Partial and multiple drawings,
8 or a single drawing, by COUNTY upon the Cash Security, up to the then-current amount of the
9 Cash Security, shall be permitted under the Escrow Agreement. Within one (1) business day
10 after COUNTY's receipt of any drawing, COUNTY shall give written notice thereof to
11 APPLICANT.
12 (7) APPLICANT shall promise, covenant, and warrant to COUNTY
13 and the Escrow Agent that if COUNTY attempts to draw upon, or draws upon, the Cash
14 Security, APPLICANT (including APPLICANT's successors or assigns, or anyone claiming
15 through APPLICANT, or any other persons, firms, or entities acting at the direction, or under
16 the authority, of APPLICANT) shall not in any way whatsoever, either directly or indirectly,
17 defeat, interfere with, obstruct, or cause delay to said right of COUNTY to do so, including, but
18 not limited to, demanding the Escrow Agent not to honor or pay COUNTY on any draw upon
19 the Cash Security, or taking any legal action against COUNTY and/or the Escrow Agent,
20 including the Escrow Funds, to stay, enjoin, or prevent COUNTY from drawing upon the Cash
21 Security, or taking any legal action against the COUNTY and/or the Escrow Agent, including
22 the Escrow Funds, to seek to suspend, invalidate, make unenforceable, or terminate the
23 Escrow Agreement, provided however, nothing in this subsection 2(c)(7) precludes
24 APPLICANT from any subsequent legal action against COUNTY, after COUNTY has made a
25 drawing upon the Escrow Funds, on the ground that such drawing violated the Reclamation
26 Agreement, provided further however, COUNTY shall not be precluded from brining any cross-
27 action against APPLICANT relating to same.
28 (8) The Escrow Agreement shall have requirements regarding
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1 APPLICANT's obligations for indemnifying and defending COUNTY and the Escrow Agent,
2 the Escrow Agent's compensation which shall be payable solely and directly by APPLICANT
3 with funds other than the Cash Security, and COUNTY's right to receive and have immediate
4 access to reports of all account activities, including without limitation interest income on, and
5 disbursements of, the Cash Security, all of which requirements shall be acceptable to
6 COUNTY.
7 (9) COUNTY shall have the right, based upon its determination, to give
8 the Escrow Agent and APPLICANT notice that (i) all of the Cash Security has, according to
9 the terms and conditions of the Escrow Agreement, been paid to COUNTY, or (ii) the Cash
10 Security no longer is needed by COUNTY, and in the event that there is, to COUNTY's
11 knowledge, any remaining Cash Security at the time of such notice, COUNTY's notice shall
12 state that COUNTY releases its interest under the Escrow Agreement in such remaining Cash
13 Security.
14 (d) Replacement Escrow Agreement.
15 If APPLICANT has not completed the performance of all obligations under this
16 Agreement, as determined by COUNTY, the termination of an Escrow Agreement, shall not,
17 by itself, be a limitation on or otherwise affect APPLICANT's obligations to maintain the Cash
18 Security under an Escrow Agreement, as required herein. APPLICANT shall always cause the
19 Cash Security to be maintained by the Escrow Agent under an Escrow Agreement, as provided
20 herein, or under any replacement Escrow Agreement to be maintained by any new Escrow
21 Agent, as provided herein, without interruption in coverage, so that APPLICANT's performance
22 of its obligations under this Agreement are continuously secured by a Cash Security with an
23 Escrow Agent or new Escrow Agent, either by an Escrow Agreement or a replacement Escrow
24 Agreement, respectively, during the term of this Agreement. The requirements, above, for an
25 Escrow Agreement shall apply to any replacement Escrow Agreement, and the requirements,
26 above, for the Escrow Agent shall apply to any new Escrow Agent. In the event that there
27 should be a need for a replacement Escrow Agreement, the determination whether a proposed
28 replacement Escrow Agreement is acceptable to COUNTY, COUNTY may consider whether
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1 the proposed replacement Escrow Agreement complies substantially with the form and
2 substance of the then-current Escrow Agreement.
3 3. DEFAULT.
4 For purposes of this Agreement, the occurrence of any one or more of the following
5 events shall constitute an "Event of Default" by APPLICANT under this Agreement:
6 (a) Any event occurring or information becoming known that makes untrue
7 any APPLICANT representation, covenant, or warranty to COUNTY under this Agreement;
8 (b) APPLICANT fails to enter into, or fails to cause the Escrow Agent to enter
9 into, and deliver to COUNTY an Escrow Agreement among APPLICANT, COUNTY, and
10 Escrow Agent as required under subsection 2(b) of this Agreement;
11 (c) APPLICANT fails to make the initial deposit of Cash Security with the
12 Escrow Agent, as required under subsection 2(b) of this Agreement;
13 (d) APPLICANT fails to create, retain, or maintain records concerning the
14 status of the Project's development, and of the Project's operation and electricity production
15 as required by subsection 1(b) of this Agreement;
16 (e) APPLICANT fails to timely pay any amount due or owed by APPLICANT
17 in connection with the Reclamation Plan or this Agreement or the Escrow Agreement;
18 (f) APPLICANT or the Transferee (defined in Section 6 of this Agreement), if
19 it is an entity, ceases to be an entity lawfully doing business in the United States, or if it is an
20 individual, ceases to be permanently and lawfully residing in the United States or dies, or in
21 either such case, if not subject to service of process in California, ceases having an agent for
22 service of process in California;
23 (g) APPLICANT fails to timely make the annual increase to the Cash Security
24 reflecting any increase in construction costs, as required under subsection 2(b) of this
25 Agreement;
26 (h) APPLICANT takes any action, including without limitation those prohibited
27 by subsection 2(c)(5) and subsection 4(c) of this Agreement, which prevents or otherwise
28 interferes with COUNTY's attempt to draw on the Cash Security;
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1 (i) APPLICANT fails to, or fails to cause, a new Escrow Agent to timely enter
2 into and deliver to the COUNTY a replacement Escrow Agreement with COUNTY, as required
3 by Section 2 of this Agreement or a new Escrow Agent fails to meet the requirements of an
4 Escrow Agent under this Agreement;
5 0) APPLICANT fails to observe or perform, in any material respect, any other
6 obligation under this Agreement or the Reclamation Plan, including but not limited to
7 Reclamation, for a period of thirty (30) calendar days after COUNTY provides written notice to
8 APPLICANT pursuant to Section 5 of this Agreement, stating the obligation APPLICANT has
9 failed to perform, provided however, if the nature of the default is such that APPLICANT cannot
10 reasonably cure the default within thirty (30) calendar days, APPLICANT shall have an
11 additional reasonable time to cure, upon APPLICANT providing written notice thereof to
12 COUNTY pursuant to section 5 of this Agreement stating the reason therefor, subject to
13 APPLICANT commencing to cure within the thirty (30) calendar day period and diligently
14 pursuing the cure to completion and completing the cure not later one hundred twenty (120)
15 calendar days from the date of such COUNTY notice of such failure to perform.
16 Notwithstanding anything to the contrary in this Agreement, such additional reasonable time
17 for APPLICANT to cure a default under this subsection 3(j) shall not apply to any of
18 APPLICANT's obligations under Section 2 (Security for Applicant's Obligations)and/or Section
19 8 (Satisfaction of Reclamation Plan) of this Agreement;
20 (k) Bankruptcy, reorganization, liquidation, arrangement, insolvency,
21 receivership or conservatorship proceedings, or other proceedings for relief under any
22 bankruptcy or similar law or laws for the relief of debtors, are instituted by or against
23 APPLICANT, and are not dismissed within ninety (90) calendar days of institution, or there is
24 an assignment by APPLICANT for the benefit of creditors, or any similar action taken by or
25 against APPLICANT, or APPLICANT is insolvent;
26 (1) The failure of APPLICANT to pay, or cause to be paid, when due, all
27 property taxes and assessments, and any penalties or interest thereon, that are a lien on the
28 Property;
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1 (m) The failure of the Escrow Agent or APPLICANT to observe or perform, in
2 any material respect, any obligation of the Escrow Agent or APPLICANT, respectively, under
3 the Escrow Agreement;
4 (n) The failure of any new Escrow Agent or APPLICANT, to observe or
5 perform, in any material respect, any obligation of any new Escrow Agent or APPLICANT,
6 respectively, under any replacement Escrow Agreement;
7 (o) Any failure of the Reclamation Easement (as defined in Section 7 of this
8 Agreement) or the Right-of-Way Easement (as defined in Section 7.1 of this Agreement), to
9 remain in full force and effect according to its terms and conditions and recorded against the
10 Property or the Route of Access, respectively, in the official records of the Fresno County
11 Recorder;
12 (p) Any breach or default by Property Owner (as defined in Section 7 of this
13 Agreement) or Route of Access Owner (defined in Section 7.1 of this Agreement), including
14 any event occurring or information becoming known that makes untrue any representation,
15 covenant, or warranty to COUNTY, under the Reclamation Easement (as defined in Section 7
16 of this Agreement) or the Right-of-Way Easement (defined in section 7.1 of this Agreement);
17 or
18 (q) Any person or entity creating or asserting any claim to any right, title, or
19 interest in or to the Property, or any portion thereof, or the Route of Access, or any portion
20 thereof, respectively, unreasonably interferes or would unreasonably interfere with COUNTY's
21 rights under this Agreement and/or rights granted under the Reclamation Easement (provided
22 and required under Section 7 of this Agreement) and the rights granted therein or the Right-
23 of-Way Easement (provided and required under Section 7.1 of this Agreement) and the rights
24 granted therein. So long as APPLICANT is not concurrently in default under another
25 subsection of Section 3 of this Agreement, APPLICANT shall be allowed a period of sixty (60)
26 calendar days to cure such default under this subsection 3(q) after COUNTY provides written
27 notice to APPLICANT pursuant to Section 5 of this Agreement that APPLICANT is in default
28 under this subsection 3(q), provided further however, and so long as APPLICANT is not in
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1 concurrently in default under another subsection of Section 3 of this Agreement, if the nature
2 of the default is such that APPLICANT cannot reasonably cure the default within sixty (60)
3 calendar days, APPLICANT shall have an additional reasonable time to cure, upon
4 APPLICANT providing written notice thereof to COUNTY pursuant to Section 5 of this
5 Agreement stating the reason therefor, subject to APPLICANT commencing to cure within the
6 sixty (60) calendar day period and diligently pursuing the cure to completion and completing
7 the cure not later than one hundred twenty (120) calendar days, or such later number of days
8 as agreed in writing between the Director and APPLICANT before the expiration of such one
9 hundred twenty (120) calendar day period, from the date of such COUNTY notice to
10 APPLICANT pursuant to Section 5 of this Agreement that APPLICANT is in default under this
11 subsection 3(q).
12 (r) APPLICANT fails timely provide any Lease Documents to COUNTY, fails
13 to maintain the rights for itself to use and access the Property for the Project and for any
14 purpose required by this Agreement for such time as may be necessary to fulfill the obligations
15 of this Agreement, or otherwise breaches or defaults under subsection 1(f) of this Agreement.
16 (s) Any of the Lease Documents, including any amendments thereof, conflict
17 in any way with this Agreement,
18 (t) APPLICANT amends any of the Lease Documents so that they conflict in
19 any way with this Agreement,
20 (u) APPLICANT assigns, transfers or subleases, or grants any right, title, or
21 interest in or to, any of the Lease Documents including any amendments thereof, to conflict in
22 any way with this Agreement.
23 4. COUNTY'S REMEDIES.
24 (a) Draws Upon Cash Security.
25 Upon the determination of COUNTY's Board of Supervisors, by an official action, that
26 an Event of Default has occurred, COUNTY's Board of Supervisors shall have the right to
27 declare that APPLICANT is in material breach of this Agreement, and COUNTY thereupon
28 shall be entitled under the Escrow Agreement to immediately draw upon the Cash Security, or
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1 from time to time immediately make partial draws upon the Cash Security, which partial draws
2 shall permanently reduce the total amount of the Cash Security pursuant to Section 2 of this
3 Agreement. COUNTY will provide APPLICANT at least twenty-one (21) calendar days'
4 advance written notice pursuant to Section 5 of this Agreement of the date, time and place of
5 the public meeting at which COUNTY's Board of Supervisors will consider and determine
6 whether APPLICANT is in material breach of this Agreement. Notwithstanding anything to the
7 contrary in this Agreement, in the event that there is an Event of Default under subsection 3(f),
8 subsection 3(i), subsection 3(j), subsection 3(k), subsection 3(q), subsection 3(r), subsection
9 3(s), subsection 3(t) and/or subsection 3(u) of this Agreement, or there are any circumstances
10 beyond COUNTY's (including COUNTY's Board of Supervisors') control that would frustrate
11 COUNTY's ability to provide such notice, then (i) such notice shall not be required to be
12 provided by COUNTY to APPLICANT, (ii) such action by COUNTY's Board of Supervisors
13 shall not be required, (iii) the Director shall have the right to determine that an Event of Default
14 has occurred, (iv) the Director shall have the right to declare that APPLICANT is in material
15 breach of this Agreement, (v) COUNTY, through the Director, thereupon shall be entitled to
16 immediately draw upon the Cash Security, or from time to time immediately make partial draws
17 upon the Cash Security, which partial draws shall permanently reduce the total amount of the
18 Cash Security pursuant to Section 2 of this Agreement.
19 Notwithstanding anything to the contrary in this Agreement, if the Director determines,
20 in his or her sole and absolute discretion, that there is a potential for a lapse of an Escrow
21 Agreement (or any replacement Escrow Agreement) without the Parties having first entered
22 into a replacement Escrow Agreement that will provide continuous deposit in escrow of the
23 Cash Security, COUNTY may, through the Director and without action of COUNTY's Board of
24 Supervisors, provide notice thereof to APPLICANT (unless there are any circumstances
25 beyond the Director's control that would frustrate the Director's ability to provide such notice,
26 then such notice shall not be required to be provided by the Director to APPLICANT), and
27 immediately draw on the Cash Security, and hold it with COUNTY's Auditor-
28 Controller/Treasurer-Tax Collector, to be deposited with a new Escrow Agent, on behalf of
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1 APPLICANT, upon APPLICANT's delivery and the Parties' and the new Escrow Agent's
2 execution of a replacement Escrow Agreement. Any Cash Security held by COUNTY's
3 Auditor-Controller/Treasurer-Tax Collector need not be held in an interest-bearing account,
4 and the COUNTY's Auditor-Controller/Treasurer-Tax Collector is under no obligation to obtain
5 interest on the amount so held. Nothing in this subsection 4(a) prohibits or otherwise limits
6 COUNTY from using the Cash Security under this Agreement, and any references herein to
7 COUNTY's draw upon the Cash Security shall instead be accomplished by the Director's draw
8 upon the COUNTY's Auditor-Controller/Treasurer-Tax Collector. Nothing in this paragraph
9 relieves or otherwise limits APPLICANT's obligations under subsection 2(b) of this Agreement
10 to make annual increases to the Cash Security, and in the event that the Cash Security is
11 being held by COUNTY's Auditor-Controller/Treasurer-Tax Collector when APPLICANT shall
12 make any such annual increase, APPLICANT shall deliver such annual increase to the
13 COUNTY's Auditor-Controller/Treasurer-Tax Collector, and provide notice thereof to the
14 Director in the same manner as required by subsection 2(b) of this Agreement.
15 (b) Use of Cash Security.
16 This Agreement, including the Reclamation Easement (provided and required under
17 Section 7 of this Agreement) and the Right-of-Way Easement (provided and required under
18 Section 7.1 of this Agreement), does not impose any obligation, either express or implied, upon
19 COUNTY to carry out any of the Reclamation, or any portion thereof, under this Agreement.
20 If COUNTY draws upon the Cash Security, COUNTY, including its contractors, officers,
21 agents, employees, and representatives (collectively, "COUNTY PARTIES"), shall use the
22 proceeds thereof solely to perform the Reclamation in substantial conformity with the
23 Reclamation Plan pursuant to this Agreement; provided however, any such act by any
24 COUNTY PARTIES shall not obligate COUNTY to continue performance under, or to
25 complete, such Reclamation Plan, beyond the amount of such funds so drawn from the Cash
26 Security. Subject to the limitation of COUNTY's obligations (but not the COUNTY's rights) in
27 the foregoing sentence, COUNTY may, as COUNTY deems necessary, also use a portion of
28 such funds drawn from the Cash Security for COUNTY's reasonable administrative and
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1 overhead costs in connection with the Reclamation, or any portion thereof, pursuant to the
2 Reclamation Plan, and for COUNTY's reasonable costs, if any, that any of COUNTY PARTIES
3 need to incur to obtain immediate, reasonable access to the Project and/or the Property, or
4 any portion of the Project and/or the Property (including, but not limited to, COUNTY's
5 reasonable costs of eliminating or obtaining any modifications of any interferences to the
6 Reclamation Easement required and provided under Section 7 of this Agreement) or the Right-
7 of-Way Easement required and provided under Section 7.1 of this Agreement), due to any
8 Event of Default under subsection 3(o), subsection 3(p), subsection 3(q), subsection 3(r),
9 subsection 3(r), subsection 3(s), subsection 3(t) and/or subsection 3(u) of this Agreement.
10 COUNTY shall maintain records, for a period of one (1) year following the final use of any
11 funds drawn from the Cash Security, documenting the use of those funds, and such records
12 shall be made available to APPLICANT, within ten (10) calendar days following written request
13 thereof by APPLICANT.
14 (c) APPLICANT Shall Not Interfere.
15 APPLICANT promises, covenants, and warrants that that if COUNTY attempts to draw
16 upon, or draws upon, the Cash Security, APPLICANT (including APPLICANT's successors or
17 assigns, or anyone claiming through APPLICANT, or any other persons, firms, or entities
18 acting at the direction, or under the authority, of APPLICANT) shall not in any way whatsoever,
19 either directly or indirectly, defeat, interfere with, obstruct, or cause delay to said right of
20 COUNTY to do so, including, but not limited to, demanding the Escrow Agent not to honor or
21 pay COUNTY on any draw upon the Cash Security, or taking any legal action against
22 COUNTY, COUNTY PARTIES, and/or the Escrow Agent, including the Escrow Funds, to stay,
23 enjoin, or prevent COUNTY from drawing upon the Cash Security, or taking any legal action
24 against COUNTY, COUNTY PARTIES, and/or the Escrow Agent, including the Escrow Funds,
25 to seek to suspend, invalidate, make unenforceable, or terminate the Escrow Agreement,
26 provided however, nothing in this subsection 4(c) precludes APPLICANT from any subsequent
27 legal action against COUNTY, after COUNTY has made a drawing upon the Escrow Funds,
28 on the ground that such drawing violated the Reclamation Agreement, provided further
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1 however, COUNTY shall not be precluded from bringing any cross-action against APPLICANT
2 relating to same.
3 (d) Other Remedies.
4 Notwithstanding anything to the contrary in this Section 4, the occurrence of an Event
5 of Default shall entitle COUNTY to all any and all remedies available under this Agreement,
6 under the law, and at equity, including but not limited to specific performance and damages.
7 5. NOTICES.
8 All notices, consents, approvals, requests, correspondence, documents, reports,
9 demands and other communications (collectively, "notice") which the Parties are required or
10 desire to serve upon or deliver to one another shall be in writing and shall be sent by any of
11 the following methods: (a) personal delivery, in which case notice is effective upon delivery;
12 (b) certified or registered United States mail, return receipt requested, in which case notice
13 shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (c)
14 nationally recognized overnight courier (e.g., FedEx Corporation ("FedEx"), or United Parcel
15 Service (UPS)), with charges prepaid or charged to the sender's account, in which case notice
16 is effective on delivery to the recipient Party if delivery is confirmed by the delivery service
17 addressed in the appropriate manner for the method of service, as set forth below:
18 COUNTY: APPLICANT:
19 If sent in any manner pursuant to this If sent in any manner pursuant to
Section 5: this Section 5:
20
Director of Public Works and Planning CES Electron Farm One, LLC
21 County of Fresno 1808 Wedemeyer St, Suite 221
2220 Tulare Street, Eighth Floor San Francisco, CA 94129
22 Fresno, CA 93721
23 With Copies sent in the same manner,
24 pursuant to this Section 5, to:
Fresno County Counsel
25 Attn: Deputy County Counsel Assigned to
Land Use Matters
26 2220 Tulare Street, Fifth Floor
27 Fresno, CA 93721
28
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1 County Administrative Officer
Attn: Public Works and Planning Analyst
2 County of Fresno
Hall of Records
3 2281 Tulare Street, Room 304
Fresno, CA 93721
4
5 For all claims arising out of or related to this Agreement, nothing in this Section 5
6 establishes, waives, or modifies any claims presentation requirements or procedures provided
7 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the
8 California Government Code, beginning with section 810).
g 6. ASSIGNMENT.
10 (a) Conditions to Assignment.
11 Unless there is an Event of Default, APPLICANT may, upon consent of the COUNTY
12 Board of Supervisors, transfer this Agreement, but only in its entirety, to any entity lawfully
13 doing business in the United States, or any individual permanently and lawfully residing in the
14 United States, and in either such case either subject to service of process in California or
15 having an agent for service of process in California, which simultaneously becomes the sole
16 permittee under the Approvals ("Transferee").
17 (b) APPLICANT Obligations Upon Assignment.
18 Notwithstanding the foregoing, but still subject to the foregoing condition that there is
19 not an Event of Default, such assignment shall not be effective unless and until, not later than
20 thirty (30) calendar days after the assignment, APPLICANT shall (i) provide written notice of
21 the assignment to COUNTY, together with the contact information for the Transferee's duly
22 authorized representative for purposes of receiving and giving notices under Section 5 of this
23 Agreement, (ii) cause Transferee to execute an assignment and assumption agreement, in a
24 form and substance reasonably satisfactory to COUNTY, expressly assuming the obligations
25 of the APPLICANT under this Agreement, and (iii) provide evidence reasonably satisfactory to
26 COUNTY that the Transferee is, or shall become, the sole permittee under the Approvals.
27
28
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1 (c) Effect of Assignment.
2 Upon such satisfaction of the above conditions, APPLICANT shall be relieved from all
3 obligations under this Agreement, save and except those obligations that, by their express
4 language, survive such an assignment and transfer. In the event that APPLICANT assigns this
5 Agreement as provided in this Section 6, COUNTY shall continue to have all of the rights under
6 the Escrow Agreement, or any replacement Escrow Agreement, as applicable, held by
7 COUNTY, unless and until COUNTY enters into a replacement Escrow Agreement among the
8 new Escrow Agent, COUNTY, and the Transferee, upon terms and conditions acceptable to
9 COUNTY, for the Transferee pursuant to this Section 6. Notwithstanding the foregoing
10 provisions of this subsection 6(c), the existing Escrow Agreement may continue in effect
11 according to its terms and conditions, if Transferee becomes the sole APPLICANT under the
12 Escrow Agreement.
13 7. RECORDATION OF RECLAMATION EASEMENT.
14 To enable COUNTY PARTIES to immediate, reasonable access the Property for the
15 Reclamation purposes contemplated by this Agreement, APPLICANT shall (if APPLICANT
16 owns any portion of the Property), and shall cause each of the owner(s) of the Property,
17 including any portion thereof or any rights, title, or interests therein, to grant to COUNTY an
18 irrevocable non-exclusive reclamation easement over, under, on, and across each parcel of
19 real property constituting the Property (collectively, the "Reclamation Easement"), regardless
20 of whether APPLICANT or any other party is record owner of any part of the Property, including
21 any rights, title, or interests therein. To that end, APPLICANT promises, covenants, and
22 warrants to COUNTY that, as of the Effective Date, Hewitson Limited Partnership, a California
23 limited partnership ("Property Owner") is the sole fee owner of the Property. Such
24 Reclamation Easement shall, in the sole and absolute direction of COUNTY, be sufficient in
25 its scope, form, substance, and legal description to allow COUNTY PARTIES to undertake
26 and complete the Reclamation of the entire Project and all of the Property as provided in this
27 Agreement, and shall have the scope, be in the form, and contain the substance and legal
28 descriptions of, the Reclamation Easement, set forth in Exhibit C.
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1 Any reference to "Encumbrances" in (i) the Reclamation Easement or the Right-of-
2 Way Easement (provided for and defined in section 7.1 of this Agreement) shall mean, in its
3 context, liens, encumbrances, covenants, conditions, restrictions, reservations, contracts,
4 leases, licenses, easements, rights of way, rights of possession or occupancy, or any third
5 party interests, of any kind, (ii) and in the Reclamation Agreement shall also mean any Lease
6 Documents.
7 The Parties acknowledge and agree that the Reclamation Easement provides, among
8 other things, that the Reclamation Easement is subject only to all superior matters of title on
9 the Property, which have been recorded against the Property in the official records of the
10 Fresno County Recorder prior to the Effective Time and Date (as defined in the Reclamation
11 Easement), including without limitation any and all Encumbrances so recorded prior to the
12 Effective Time and Date (as defined in the Reclamation Easement), provided however,
13 APPLICANT shall cause the Property Owner to represent, covenant, and warrant to COUNTY
14 therein that notwithstanding anything to the contrary in the Reclamation Easement, (i) as of
15 the Record Title Date and Time (as defined in the Reclamation Easement), the Property was
16 free and clear from any and all agreements, instruments, or documents, whether unrecorded
17 or recorded against the Property in the official records of the Fresno County Recorder, that
18 allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the
19 foregoing), or create or assert any claim to any right, title, or interest in or to the Property, or
20 any portion thereof, including without limitation any and all Encumbrances, that unreasonably
21 interfere or would unreasonably interfere with the Reclamation Easement, and the rights
22 granted therein, (ii) Property Owner has not, since the Record Title Date and Time (as defined
23 in the Reclamation Easement), allowed, granted, conferred, conveyed, ratified, confirmed (or
24 otherwise promised or agreed to any of the foregoing), will not allow, grant, confer, convey,
25 ratify, confirm (or otherwise promise or agree to any of the foregoing), and will prohibit any
26 person or entity from creating or asserting any claim to, any right, title, or interest in or to, the
27 Property, or any portion thereof, including without limitation any and all Encumbrances, that
28 unreasonably interfere or would unreasonably interfere with the Reclamation Easement, and
25 of 35
1 the rights granted therein, and (iii) in the event of such unreasonable interference, Property
2 Owner shall, at its own cost, promptly, to the extent reasonably necessary, eliminate or modify
3 such unreasonable interference to the reasonable satisfaction of COUNTY, so that such
4 interference is only a reasonable interference with the Reclamation Easement, and the rights
5 granted therein; provided however, COUNTY acknowledges that Property Owner may not
6 disallow or prohibit a governmental authority from exercising its sovereign right of eminent
7 domain, and therefore, no representation, covenant, or warranty is given in the Reclamation
8 Easement as to the disallowance or prohibition of such governmental authority's exercise of
9 such right. APPLICANT shall be responsible to COUNTY for ensuring that Property Owner's
10 representations, covenants, and warranties to COUNTY under the Reclamation Easement are
11 true and complete as to all material facts stated therein.
12 APPLICANT shall cause the Property Owner to agree to authorize COUNTY to
13 immediately record the Reclamation Easement against the Property, in the official records of
14 the Fresno County Recorder, as provided herein, and APPLICANT shall provide written proof
15 thereof to COUNTY's satisfaction as a condition of COUNTY entering into of this Agreement.
16 Within two (2) business days following the Parties' execution of this Agreement, COUNTY shall
17 provide APPLICANT with an execution-ready form of the Reclamation Easement in the scope,
18 form, substance, and legal description required of the Reclamation Easement under this
19 Section 7, and following receipt thereof, APPLICANT shall promptly deliver to COUNTY such
20 Easement, executed by the Property Owner, in recordable form, and upon COUNTY's receipt
21 thereof, COUNTY is authorized to immediately record, and shall promptly record the
22 Reclamation Easement against the Property, in the official records of the Fresno County
23 Recorder, and the latest date of such recordation of such Reclamation Easement shall be
24 deemed to be the completion of the recordation of the Reclamation Easement (collectively,
25 the "Recordation of the Reclamation Easement"). COUNTY shall promptly provide
26 APPLICANT a copy of the receipt of such Recordation of the Reclamation Easement.
27
28
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1 7.1 RECORDATION OF ACCESS EASEMENT.
2 To enable COUNTY PARTIES to immediate, reasonable access the Property for the
3 Reclamation purposes contemplated by this Agreement, APPLICANT shall (if APPLICANT
4 owns any portion of the Property), and shall cause each of the owner(s) of the Property,
5 including any portion thereof or any rights, title, or interests therein, to grant to COUNTY an
6 irrevocable non-exclusive vehicular (including without limitation trucks and heavy machinery)
7 and pedestrian right right-of-way over, on, and across each parcel of real property constituting
8 the Route of Access, twenty-four (24) hours a day, seven (7) days a week, to allow COUNTY
9 PARTIES to undertake and complete the Reclamation of the entire Project and all of the
10 Property as provided in this Agreement (collectively, the "Right-of-Way Easement'),
11 regardless of whether APPLICANT or any other party is record owner of any part of the
12 Property, including any rights, title, or interests therein. To that end, APPLICANT promises,
13 covenants, and warrants to COUNTY that, as of the Effective Date, Mavericks Ranch, LLC a
14 Delaware limited liability company ("Route of Access Owner") is the sole fee owner of the
15 Route of Access. Such Right-of-Way Easement shall, in the sole and absolute direction of
16 COUNTY, be sufficient in its scope, form, substance, and legal description to allow COUNTY
17 PARTIES to use the Route of Access to undertake and complete the Reclamation of the entire
18 Project and all of the Property as provided in this Agreement, and shall have the scope, be in
19 the form, and contain the substance and legal descriptions of, the Right-of-Way Easement, set
20 forth in Exhibit C-1.
21 The Parties acknowledge and agree that the Right-of-Way Easement provides, among
22 other things, that the Right-of-Way Easement is subject only to all superior matters of title on
23 the Property, which have been recorded against the Property in the official records of the
24 Fresno County Recorder prior to the Effective Time and Date (as defined in the Right-of-Way
25 Easement), including without limitation any and all Encumbrances so recorded prior to the
26 Effective Time and Date (as defined in the Right-of-Way Easement), provided however,
27 APPLICANT shall cause the Route of Access Owner to represent, covenant, and warrant to
28 COUNTY therein that notwithstanding anything to the contrary in the Right-of-Way Easement,
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1 (i) as of the Record Title Date and Time (as defined in the Right-of-Way Easement), the Route
2 of Access was free and clear from any and all agreements, instruments, or documents,
3 whether unrecorded or recorded against the Route of Access in the official records of the
4 Fresno County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise
5 promise or agree to any of the foregoing), or create or assert any claim to any right, title, or
6 interest in or to the Route of Access, or any portion thereof, including without limitation any
7 and all Encumbrances, that unreasonably interfere or would unreasonably interfere with the
8 Right-of-Way Easement, and the rights granted therein, (ii) Route of Access Owner has not,
9 since the Record Title Date and Time (as defined in the Right-of-Way Easement), allowed,
10 granted, conferred, conveyed, ratified, confirmed (or otherwise promised or agreed to any of
11 the foregoing), will not allow, grant, confer, convey, ratify, confirm (or otherwise promise or
12 agree to any of the foregoing), and will prohibit any person or entity from creating or asserting
13 any claim to, any right, title, or interest in or to, the Route of Access, or any portion thereof,
14 including without limitation any and all Encumbrances, that unreasonably interfere or would
15 unreasonably interfere with the Right-of-Way Easement, and the rights granted therein, and
16 (iii) in the event of such unreasonable interference, Route of Access Owner shall, at its own
17 cost, promptly, to the extent reasonably necessary, eliminate or modify such unreasonable
18 interference to the reasonable satisfaction of COUNTY, so that such interference is only a
19 reasonable interference with the Right-of-Way Easement, and the rights granted therein;
20 provided however, COUNTY acknowledges that Route of Access Owner may not disallow or
21 prohibit a governmental authority from exercising its sovereign right of eminent domain, and
22 therefore, no representation, covenant, or warranty is given in the Right-of-Way Easement as
23 to the disallowance or prohibition of such governmental authority's exercise of such right.
24 APPLICANT shall be responsible to COUNTY for ensuring that Right of Access Owner's
25 representations, covenants, and warranties to COUNTY under the Right-of-Way Easement
26 are true and complete as to all material facts stated therein.
27 APPLICANT shall cause the Route of Access Owner to agree to authorize COUNTY to
28 immediately record the Right-of-Way Easement against all parcels comprising the Route of
28 of 35
1 Access, in the official records of the Fresno County Recorder, as provided herein, and
2 APPLICANT shall provide written proof thereof to COUNTY's satisfaction as a condition of
3 COUNTY entering into of this Agreement. Within two (2) business days following the Parties'
4 execution of this Agreement, COUNTY shall provide APPLICANT with an execution-ready
5 form of the Right-of-Way Easement in the scope, form, substance, and legal description
6 required of the Right-of-Way Easement under this Section 7.1, and following receipt thereof,
7 APPLICANT shall promptly deliver to COUNTY such Right-of-Way Easement, executed by the
8 Route of Access Owner, in recordable form, and upon COUNTY's receipt thereof, COUNTY
9 is authorized to immediately record, and shall promptly record the Right-of-Way Easement
10 against the all parcels comprising the Route of Access, in the official records of the Fresno
11 County Recorder, and the latest date of such recordation of such Right-of-Way Easement shall
12 be deemed to be the completion of the recordation of the Right-of-Way Easement (collectively,
13 the "Recordation of the Right-of-Way Easement"). COUNTY shall promptly provide
14 APPLICANT a copy of the receipt of such Recordation of the Right-of-Way Easement.
15 8. SATISFACTION OF RECLAMATION PLAN.
16 Upon APPLICANT's determination, in its sole discretion, that it has satisfied each of the
17 provisions of the Reclamation Plan, APPLICANT shall submit written notification to the
18 COUNTY of such determination, which notice shall be prominently entitled "Satisfaction Notice
19 under Reclamation Agreement" ("Satisfaction Notice").
20 The Director shall have sixty (60) calendar days to determine, in his or her sole
21 discretion, whether APPLICANT has failed to satisfy any of the provisions of the Reclamation
22 Plan. The Director shall provide written notice to APPLICANT pursuant to Section 5 of this
23 Agreement of the determination that COUNTY either accepts the Satisfaction Notice, in which
24 case COUNTY's notice shall be prominently entitled either "Notice of Acceptance under the
25 Reclamation Agreement" ("Notice of Acceptance of Satisfaction"), or that COUNTY is
26 dissatisfied with the Satisfaction Notice, in which case COUNTY's notice shall identify what
27 provisions of the Reclamation Plan remain unsatisfied, and may, in COUNTY's discretion be
28 accompanied by supporting written information, if any, for the reasons for the notice, and such
29 of 35
1 notice shall be prominently entitled "Notice of Dissatisfaction Under Reclamation Agreement"
2 ("Notice of Dissatisfaction"), as applicable.
3 Within sixty (60) calendar days of receipt of a Notice of Dissatisfaction, APPLICANT
4 shall satisfy those provisions of the Reclamation Plan identified in the Notice of Dissatisfaction,
5 except in those instances where such compliance shall take longer than sixty (60) calendar
6 days, APPLICANT shall have such time as is reasonably necessary as long as APPLICANT
7 has begun such compliance and diligently continues to pursue such compliance to completion,
8 provided however that all such compliance actions shall be finalized within one hundred and
9 eighty (180) calendar days of APPLICANT's receipt of the first Notice of Dissatisfaction.
10 APPLICANT shall provide COUNTY written notice pursuant to Section 5 of this Agreement
11 upon completion of the actions set forth in the Notice of Dissatisfaction. APPLICANT's
12 completion of the actions set forth in the Notice of Satisfaction shall, upon COUNTY's
13 determination, in its sole discretion, within forty (45) calendar days thereof, and notice thereof,
14 which shall be given to APPLICANT pursuant to Section 5 of this Agreement within fifteen (15)
15 calendar days following such determination, be deemed APPLICANT's satisfaction of its
16 obligations under the Reclamation Plan and this Agreement.
17 Within ten (10) calendar days following such notice satisfaction being given by
18 COUNTY to APPLICANT, the Director shall terminate the Escrow Agreement as provided
19 therein and instruct the Escrow Agent to return the then-current amount of the Cash Security
20 to the APPLICANT. Upon the return of the then-current amount of the Cash Security to the
21 APPLICANT as provided by this Section 8, this Agreement shall terminate, and the rights and
22 obligations herein shall be of no further force or effect.
23 9. GOVERNING LAW; VENUE.
24 This Agreement is made and entered into in the State of California and shall be deemed
25 to have been executed and delivered within the State of California, and the rights and
26 obligations of the parties hereunder shall be governed by, and construed, and enforced in
27 accordance with the laws of the State of California. Any suits brought pursuant to this
28
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1 Agreement shall be filed and heard in courts having jurisdiction and located in the Fresno
2 County, State of California.
3 10. CONSTRUCTION OF AGREEMENT.
4 The Parties hereby acknowledge that they and their respective counsel have
5 cooperated in the drafting and preparation of this Agreement, for which reason this Agreement
6 shall not be construed against any Party as the drafter hereof.
7 11. SEVERABILITY.
8 If any provision of this Agreement is determined to be illegal, invalid, void, or
9 unenforceable in a final judgment by a court of competent jurisdiction, each and every other
10 provision hereof shall remain in full force and effect.
11 12. HEADINGS.
12 The headings contained in this Agreement are for reference purposes only and shall
13 not affect 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
16 agree that no other person (including any individual), firm, corporation, or entity shall be
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
20 independent capacity from COUNTY, and not as agents of COUNTY.
21 15. LEGAL AUTHORITY.
22 Each Party represents and warrants to the other Party that such Party is duly authorized
23 and empowered to execute, enter into, and perform its obligations set forth in this Agreement,
24 and that the person (including an individual) or entity signing this Agreement on behalf of such
25 Party has been duly authorized to execute this Agreement on behalf of such Party, and will,
26 by signing this Agreement on such Party's behalf, legally bind such Party to the terms,
27 covenants, and conditions of this Agreement. Each Party further represents and warrants to
28 the other Party that no other person (including an individual) or entity is required to give its
31 of 35
1 approval or consent to this Agreement in order for such Party to authorize, enter into, and
2 perform its obligations under this Agreement, or that if such approval or consent to this
3 Agreement is required, that such approval or consent has been obtained.
4 16. APPLICANT'S AGENT FOR SERVICE OF PROCESS.
5 APPLICANT represents to COUNTY that APPLICANT's agent for service of process in
6 California, and that such agent's address for receiving such service of process in California,
7 which information APPLICANT shall maintain with the office of the California Secretary of
8 State, is as follows:
9 Corporation Service Company
2710 Gateway Oaks Drive
10 Suite 150N
11 Sacramento, CA 95833
12 APPLICANT further represents to COUNTY that if APPLICANT changes its agent for
13 service of process in California, or APPLICANT's agent for service of process in California
14 changes its address for receiving such service of process in California, which changed
15 information APPLICANT shall maintain with the office of the California Secretary of State,
16 APPLICANT shall give COUNTY written notice thereof within five (5) calendar days thereof
17 pursuant to Section 5 of this Agreement.
18 17. COUNTERPARTS.
19 This Agreement may be executed in one or more original counterparts, all of which
20 together shall constitute one and the same agreement.
21 18. AMENDMENT.
22 Any provision of this Agreement may be amended from time to time, but only upon the
23 written consent of the Parties.
24 19. ENTIRE AGREEMENT.
25 This Agreement constitutes the entire agreement between APPLICANT and COUNTY
26 with respect to the subject matter hereof and supersedes all previous agreements,
27 negotiations, proposals, commitments, writings, advertisements, publications, and
28 understanding of any nature whatsoever unless expressly included in this Agreement. In the
32 of 35
1 event of any inconsistency in interpreting the documents which constitute this Agreement, the
2 inconsistency shall be resolved by giving precedence in the following order of priority:
3 (1) First, the Reclamation Easement (Exhibit C);
4 (2) Second, the Right-of-Way Easement (Exhibit C-1);
5 (3) Third, the text of this Agreement (excluding Exhibit A, Exhibit B, Exhibit B-1, Exhibit
6 B-2, Exhibit B-3, Exhibit C, and Exhibit C-1);
7 (4) Fourth, the Legal Description of the Property (Exhibit B-1);
8 (5) Fifth, the Legal Description of the Right of Access (Exhibit B-3);
9 (6) Sixth, the Reclamation Plan (Exhibit A);
10 (7) Seventh, the Map of Parcels Subject to CUP No. 3742 (Exhibit B); and
11 (8) Eighth, the Map of the Right of Access (Exhibit B-2).
12 20. ELECTRONIC SIGNATURES.
13 The Parties agree that this Agreement may be executed by electronic signature as
14 provided in this Section 20.
15 (a) An "electronic signature" means any symbol or process intended by an individual
16 signing this Agreement to represent their signature, including but not limited to (1) a digital
17 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
18 scanned and transmitted (for example by PDF document) of a handwritten signature.
19 (b) Each electronic signature affixed or attached to this Agreement (1) is deemed
20 equivalent to a valid original handwritten signature of the person signing this Agreement for all
21 purposes, including but not limited to evidentiary proof in any administrative or judicial
22 proceeding, and (2) has the same force and effect as the valid original handwritten signature
23 of that person.
24 (c) The provisions of this Section 20 satisfy the requirements of California Civil Code
25 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (California Civil
26 Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
27 (d) Each party using a digital signature represents that it has undertaken and
28 satisfied the requirements of California Government Code section 16.5, subdivision (a),
33 of 35
1 paragraphs (1) through (5), and agrees that each other party may rely upon that
2 representation.
3 (e) This Agreement is not conditioned upon the parties conducting the transactions
4 under it by electronic means and either party may sign this Agreement with an original
5 handwritten signature.
6 (Signature page follows.)
7
8
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DocuSign Envelope ID:5A1 F823C-A4F3-460C-A792-C965BF938C8C
1 IN WITNESS WHEREOF, APPLICANT and COUNTY hereby execute this Agreement
2 as of the date first written above.
3
4 APPLICANT: COUNTY:
CES Electron Farm One, LLC, COUNTY OF FRESNO,
5 a California limited liability company a political subdivision of the State of California
6
7 �DocuSipned by:
A4i�at� u+,t r
98h\a441iefiSE...
8 By: Michael Kremer By: Sal QQinto, Chairman of the Board of
Chief Financial Officer Supe sorse County of Fresno
9 Date: Date: (�7/21/2023 y/,1/Z3
10
11 APPROVED AS TO LEGAL FORM: ATTEST:
12 °`°g'°^"by' BERNICE E. SEIDEL, Clerk of the Board of
Supervisors, County of Fresno, State of
13 By:
�MarsIAa11 [fiav{ California
�.. � .,. ,
Marshall R. Hart
14 Hart Rad LLP `
By:�IC� IY.G.
15 Deputy
16
17
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35 of 35
1 EXHIBIT A
2 Reclamation Plan
3 [See Attached]
4
5
6
7
8
9
10
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12
13
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19
20
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A-1
EXHIBIT 7
PARTNER611 Industrial Way West,Suite A, Eatontown, NJ,07724
Engineering and Science, Inc:
Q
March 16, 2023
Michael Kremer
White Pine Development, LLC
1808 Wedemeyer St. Suite 221
San Francisco, CA, 95991
Subject: Reclamation Plan Review, Revision No. 2 per Fresno County
Conflitti Solar
Fresno County, CA
Partner Project No. 22-386404.2
Dear Mr. Kremer:
Partner Engineering and Science, Inc., ("Partner") has reviewed the provided Revised Reclamation Plan
for the Conflitti Solar project, prepared by CES(original Developer), see attached. Based on Partner's
review,the strategy for reclamation, which is broken into nine separate tasks, is reasonable and
sufficient to remove the power generation equipment and appurtenances from the site and to return
the site to a condition as close to its pre-construction state as feasible. We note that the prior issuance
of the Reclamation Plan has been revised to account for certain comments from Fresno County
including, but not limited to, addition of hauling and dumping costs, increase in budget for potential
County management fees(from $10,000 to$20,000), and an update to 15%contingency allowance per
the increase in County management fees.The estimated costs to reclaim the site to its previous
(agricultural)condition are in alignment with current industry values for similar work.
We appreciate the opportunity to provide these services. If you have any questions or we can assist you
in any other matter, please feel free to contact me at 717-602-3503.
�QF�SSrONq
Sincerely, OQ J0N,4 �
y x I,
E 23591
Stephen 1. Shirey, PE J,
Technical Director, Electrical Engineering �gj�£CTRICP����Q
Renewable Energy Services E OF C A��F
22-386404.3 Conflitti Reclamation Approval.docx
More Than Just Assessments.Solutions.
A-2
7Reviewed and Accpeted March 23,2023
unty Public Works and Planning
anning&Environmental Section
Reclamation Plan David Randall,Senior Planner
CES proposes the following site Reclamation Plan for the Project at the end of the 32-year land
lease and termination of the solar facility operations.
Plan Objectives
The goal of the Reclamation Plan is to make possible the cost-effective and efficient removal of
the installed power generation equipment and return the site to a condition as close to a pre-
construction state as feasible. The procedures described for reclamation are designed to
ensure public health and safety, environmental protection, and compliance with applicable
regulations. The primary activities required for the reclamation include removal of PV modules,
one-axis tracker racks, steel I-beam posts, electrical equipment, underground wire/conduits,
and fences, and then treatment of the land surface to return to the original agriculture
condition.
The proposed implementation strategy includes (1) the use of industry-standard demolition
methods to decrease personnel safety exposure, (2) the use of mechanized equipment (e.g.,
backhoe, crane) and trained operators to efficiently remove facility equipment, (3)
minimization of material waste by recycling, repurposing, or refurbishment equipment as much
as possible, and (4) disposal of the remaining materials in appropriate facilities for treatment
and disposal.
Note that the Landlord has owned the parcel since 2008 and has never used it for farming. They
do not recall when the land was last in agriculture use. The property has no significant natural
surface water flows to be disrupted. There are no hazardous chemicals or materials on-site
during construction or the 32-year operation. Furthermore, the solar facility will not require any
grade changes; the rack equipment can easily accommodate the gradual slope of the existing
land surface. Therefore, it should be a relatively simple procedure to return the land to its
original agricultural condition.
Plan Tasks
The Reclamation Plan is divided into 10 tasks defined below. The tasks are typically done in
sequence for the greatest efficiency with some overlap and parallel team efforts. The plan
requires approximately 5 to 6 weeks to complete with 4 to 6 workers at a time. The salvage
contractors shall make all reasonable efforts to hire workers and vendors from Fresno County.
The fences will be kept in place for safety and limited access until all the facility equipment is
dismantled and transported off-site.
EXHIBIT 7 Page 2
A-3
Task List:
1. PV Modules: The facility contains 11,741 photovoltaic modules of 1 m by 2 m size.The first
task in the plan is to remove these modules from the tracking racks;then,the facility will be
much more open to complete the remaining tasks efficiently.The modules will be packed
into a box truck and transported to a recycling facility that has the ability to process
photovoltaic semiconductor cells, reclaim valuable materials, and safely dispose of the
remaining materials. Four workers will carry out this scope of work over the course of eight
working days.
2. Above Ground Wire: One of the major advantages of the Electron Farms design is that
almost all the DC wiring is above ground and mounted on guidewire hooks on the racks.This
method makes both the construction and dismantling efforts much easier and far less costly.
The wire is copper and the guidewire and hooks are steel. The wire will be rolled up and
consolidated in one area for pickup by a metal recycling or repurposing facility. Four workers
will carry out this scope of work over the course of eight working days.
3. Racks: The facility contains 155 tracker racks of 297 ft in length. The task is to remove the
racks from the posts and consolidate them for pickup by an aluminum recycling facility.
Four workers will carry out this scope of work over the course of eight working days.
4. Posts: Every rack has 12-posts, and therefore the facility contains 1,860 posts in total.The
posts are 8 ft long steel I-beams, hammered into the ground about 4 ft deep.The posts will
be pulled out with a backhoe and consolidated for pickup by a steel recycling or repurposing
facility. Four workers will carry out this scope of work over the course of eight working days.
5. Underground Wire:As previously stated,the facility has very little underground wire by
design, saving significant reclamation costs.There is less than 100 ft of conduit(24" deep)for
DC wiring to the Central Inverter and about 350 ft of medium-voltage AC direct-burial cable
(36" deep)from the Inverter to the POI cabinet.The AC wire and DC conduits are pulled out
of the ground with a backhoe.The conduit holes will be backfilled with native soil.The wire
will be rolled up and consolidated in one area for pickup by an aluminum recycling or
repurposing facility.The 100 ft of conduits can either be repurposed or taken to the local
dump.
6. Inverter: The Central Inverter is constructed on an equipment skid as one integrated unit to
save on the on-site construction (and dismantling) costs. It is transported on a flatbed trailer,
and the whole unit is dropped into place with a crane. For dismantling,task 5 will disconnect
all the wiring;then,the skid can be lifted by a crane and placed on a flatbed trailer.The skid
can be transported to the original manufacture for refurbishment.
7. POI Cabinet:The Point of Interconnect(POI) cabinet(3 ft by 8 ft footprint) is installed on a
concrete pad (6 ft by 8 ft).The POI cabinet is easily lifted by a crane and placed on a long bed
pickup truck during the same day as task 6. It can be taken to an electrical equipment
recycling facility.The concrete pad can be demolished and taken to the local dump or
reprocessing facility.
8. Fences:After all the equipment is removed from the facility, the next task is to remove 3,960
ft of the perimeter fence and three gates from the 40-acre site.The fence poles can be pulled
out with a backhoe.All the fence materials will be consolidated for pickup by a steel recycling
or fence repurposing facility.
9. Hauling and Dumping:All equipment and other materials from the solar facility will be
consolidated for removal by a hauling company. The hauling company will remove the
materials from the site and bring them to local disposal facilities. The hauling estimate is
based on the following assumptions:
• Solar Panels:A single solar panel is 0.06 cubic meters. A standard shipping
container,which will be used to transport the panels to a local metal scrap yard, is
EXHIBIT 7 Page 3
A-4
66 cubic meters.Therefore, a standard shipping container can hold 1,000 stacked
modules (encompassing a total area of 60 cubic meters) with a 10% margin of
error. With 11,741 modules on site, 12 shipping containers will be required to
remove all module materials.
• Balance of Materials (Posts, Racking, Wire, Fencing):The balance of plant materials
will be stacked and stowed in shipping containers or equivalent dumpsters and
removed offsite.All of these materials can be transported in a consolidated
manner(for example,the posts can be interlaced with each other and bundled),
substantially minimizing the space required relative to the solar panels. Given the
smaller number of individual items in this balance of materials category relative to
solar panels (144 racks, 1,728 beams, 330 individual 12 foot fence panels= 2,202
items), an additional three shipping containers or equivalent-sized dumpsters are
conservatively estimated to be required to remove the balance of on-site materials.
• All materials will be hauled from the project site to a scrap recycling center in
Fresno, a distance of approximately 50 miles.As such, each of the 15 roundtrips
will cover 100 miles and require two hours of driving time. Budgeting an estimated
30 minutes to load each container/dumpster on site and 30 minutes to offload at
the scrap facility, a full day of work is estimated to include two hauling trips in six
working hours plus one hour for lunch. The full scope of work will therefore be
completed within eight days. On an all-in basis, each trip is budgeted at$970,
inclusive of an estimated $5.00/mile ($500 per trip), $46/hour driver salary in line
with prevailing wage rates ($161 per trip inclusive of 30 minutes for lunch allocated
to each trip), and a buffer cost per trip of$309 covering upfront reservation fees,
insurance, and other overhead costs for the truck rental company. Note that the
$5.00/mile figure is calibrated at more than twice the current flatbed freight rate of
$2.41/mile for the Western United States given the shorter distance of this job
relative to long-haul trucking.
• The cost of dumping fees is based on the prevailing rate of$85/ton in Fresno
County for construction and demolition debris plus associated environmental fees
and fuel charges at the waste station.The hauling truck will take any debris from
the project site directly to the dump, so there are no additional labor or equipment
costs associated with the dump fee line item, as those costs are captured in the
hauling budget. The all-in estimate of$4,415 for dumping fees is based upon an
assumption that the project will generate approximately 47 tons of disposable
waste (all classified as construction and demolition debris for waste categorization
purposes), comprised primarily of disposables from the solar panels (11,741 panels
with 8 pounds of disposable material per panel = 117,410 pounds of disposable
material =47 tons=$3,995) plus a relatively negligible amount cost for disposal of
wire (450 feet of wire multiplied by 46 pounds per 100ft of wire =0.1 tons=$8.50).
The balance of the dumping fees consist of a buffer allowance for several
additional tons of miscellaneous materials and associated fees.
10. Surface:The last task is to clean up any remaining debris from the site and take it to the local
dump. Since the site grade is not adjusted and there are minimal underground
wires/conduits installed during construction,the surface is essentially the same as the
original condition.The landowner may require surface smoothing,tilling, and cover seeding in
preparation for future agriculture usage. We allocate 3 days for labor and tractor work.
Plan Costs
CES performed an engineering cost estimate of reclaiming the site to its previous agricultural
EXHIBIT 7 Page 4
A-5
condition. The following table contains the level-of-effort and the labor and equipment costs
for each task. All labor costs are set according to applicable prevailing wage rates. The total
cost is $117,960, inclusive of a 15% contingency allowance and a $20,000 budget for
management costs.
Task Labor Costs Equipment Costs Total
Task Name Task Description Total Hourly Equip Total Hourly
Number Workers Days Subtotal Subtotal Costs
Hours Rate Type Hours Rate
1 PV Modules Detach 11,741 PV modules from the racks and
transport them to an electronic recycling facility. 4 8 256 $46 $11,776 NA NA NA $0 $11,776
Detach 144 aluminum one-axis tracker racks(297'
2 Racks length)from posts and consolidate them for pickup by
an aluminum recycling facility. 4 1 8 256 1 $46 $11,776 NA NA NA 1 $0 $11,776
Pull 12 steel I-beam posts per rack from the ground
3 Posts and consolidate the 1,728 1-beams for pickup by a steel
recycling facility. 6 8 384 $46 $17,664 Backhoe 64 $100 $6,400 $24,064
4 Fences Remove 3,960 feet of fence,3 gates and several poles
around 40 acre site perimeter and consolidate them
for pickup by a steel recycling or repurpose facility. 4 3 96 $49 $4776 1 Backhoe 24 $100 $2,400 $7176
Access road is compacted native,no demolition
5 Access Roads required NA NA NA $0 $0 NA NA $0 $0 $0
6 Building No buildings on site $0 $0
Demolition NA NA NA $0 $0 NA NA $0
7 Substation No substation on site $0 $0
Demolition NA NA NA $0 $0 NA NA $0
Wire&
Remove underground DC conduits(-100 ft)and
8 Grounding buried AC cable("350 ft)and consolidate them for
Rods pickup by an aluminum recycling facility and conduit
re ur ose. 1 2 16 $46 $736 Backhoe 16 $100 $1,600 $2,336
9 Aboveground
Remove above-ground wire cables and guide wire
assemblies and consolidate them for pickup by a
Wire copper/steel recycling facility. 2 3 48 $46 $2,208 NA NA NA $0 $2,208
Disconnect the central inverter skid,use crane to lift
10 onto flatbed truck,and transport to manufacturer for
refurbishment-reuse(if no cost)or an
Inverter electronic/metal recycling facility. 2 1 1 16 $46 $736 Crane 4 $100 $400 $1,136
Disconnect the Point of Interconnect cabinet,use
11 crane to lift onto long-bed pickup truck,and transport
to an electronic/metal recycling facility.Demo the
P01 Cabinet concrete pad and take to dump. 2 1 16 $46 $736 Crane 4 $100 $400 $1,136
12 Hauling A hauling company will remove all materials from site 1 8 56 $46 $2,576 Truck NA $0 $11,975 $14,551
13 Dump Fees A hauling company will dump any non-salvageable NA NA NA $0 $0 NA NA $p $0 $4,415
materials
14 Land Land was previously fallow,therefore it will be returned $0 $2,000
Rehabilitation to its original condition following decommissioning NA NA NA $0 $0 NA NA $0
16 Management$20,000 management costs for administrative expenses
Costs per Fresno County requirements
NA NA NA $0 $0 NA NA $0 $0 $20,000
15 Contingency 15%contingency per Fresno County requirements $15,386
NA NA NA $0 $0 1 NA NA $0 1 $0
TOTAL= $117,960
EXHIBIT 7 Page 5
A-6
1 EXHIBIT B
2 Map of Parcel Subject to CUP No. 3742
3
5
6 i
8.
7 M^VERr o�1H 1
APN�
8
11 W7J4 "w 7J17.4J'
9
10 2V ACCESS EAsafiNT F&Sa"TE DoaNENT
11
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12
13 NCH b 1-121' AC
14 1,+^�PN p21-121-16 0� sag 6
15
16
17 SOU1N 114 COP OF NE 114 OF
SfCMV 17, T155. RIX MD.BAW
18 ! SS'36*WE 1317.10'
19 POSIIXW FOP E 114 COR Of SECrOV 17.
T155. ROL YDAM
20 i
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25 V
26
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27
28
B-1
1 EXHIBIT B-1
2 Legal Description of the Property
3
4 THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,COUNTY OF FRESNO
UNINCORPORATED AND DESCRIBED AS FOLLOWS:
5
THE SOUTH HALF OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 17,TOWNSHIP 15
6 SOUTH, RANGE 13 EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT
THEREOF.
7
8 CONTAINING AN AREA OF 39.98 ACRES
9 APN:027-121-15
10 END OF DESCRIPTION
11
12 �C%o EL 8�sG9�
4 A.Qj
iy
13 A o
14 NO.Pea
qTF 15 OF CA�\F���
16
17 SIGNATURE: �2
I M ALLI GER, L.S.8 DATE
18
19
20
21
22
23
24
25
26
27
28
B-1-1
1 EXHIBIT B-2
2 Map of the Right-of-Way Easement
3
4
5 (SEE SMEE T 7 OF RAT)
6
MES7 I/1 COWR
�EOON 9, T.M. RISE
7 ^
n
8 3
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APN' p21 A��
9 APr+
10
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12 SEC710N 9, T.ISS.R.IM
13 APN p2�-tx��fe
14
15 zo'ACCESS E4SEMEN7
16 pz1�lzl,e2
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17
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18 1? t5 SCALEr-2W
APN C21
19 o as a�v
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20 SE07ON UNE
�6%, uNO
PAOP&7Y 80MAR.Y ~ bb �N►f l21 dG9
EX67NG PROPERTY U* o '�
22 -————- EASMAT AAU!EASE AREA LICE
ACCESS WDENT or No om `r
23 ® '�'os cA-,%�
24 WEST 114 COAWR
SECTION 16, 7.15S,RAE
25 SMWr>f CFz
26
�IL LYG-1YLL�MG 1�
27
28
B-2-1
1
2
3
4IX
5 Oct',,,6
7 / /_ APN p27�G0�75
8 APN, 0
2
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9 AOCF�,S fASEIEDR
10 WEST 114 —
S&MM 4, In It IN
11
12 APN p21-060-19
13 A►N, 021-060-1
W
14
NORnMEST WRW
15 SWwN 9. Ms.R.IN
16
17 LROV prt. 021`p6o'61 SCALE I'-2W
18 sEa►oa u11E � °
Pf17 BM Bouti tY p21'p6O.6g
APN' 0�1,1 IAND
19
EXIST►AC PROPERTY LK '+�� E
W 2 0 EASEMENT AM LEASE AREA
® AX SS EASEMENT ACCESS SASOW d p
21 NEST 1p OORW
SECTION 9. 1..15S R.1 q` CAOf�
22 20
-%-W 1O� IT— j Swr=�zo0
23
24 _ VIL ENGINEERING,
25
26
27
28
B-1-2
1 EXHIBIT B-3
2 Legal Description of the Right of Access
3
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,COUNTY OF FRESNO
4 UNINCORPORATED AND DESCRIBED AS FOLLOWS:
5 THE WEST 20.00 FEET OF THE NORTHWEST QUARTER OF SECTION 16,TOWNSHIP 15 SOUTH, RANGE 13
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
6
TOGETHER WITH THE WEST 20.00 FEET OF SECTION 9,TOWNSHIP 15 SOUTH, RANGE 13 EAST, MOUNT
7 DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
8 TOGETHER WITH THE WEST 20.00 FEET OF SECTION 4,TOWNSHIP 15 SOUTH,RANGE 13 EAST, MOUNT
9 DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
10 EXCEPTING THEREFROM THAT PORTION OF SAID SECTION 4 LYING NORTH OF THE SOUTHERLY RIGHT
OF WAY OF PANOCHE ROAD.
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CONSISTING OF AN AREA APPROXIMATELY 5.61 ACRES.
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PORTION OF APNS:027-060-65, 027-060-66, 027-060-74,027-060-75 &027-121-42
13
14 END OF DESCRIPTION
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16 LAND
5� �NEL g SG
17 ��5 ��G A`�11y�CO
cc m o
a _ ;0
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J� No.8788 \Q
19 qTF of CAL\F
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21 SIGNATURE:
22 ILEY BALLINGER,L.S. 68 DATE
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B-3-1
1 EXHIBIT C.
2 Form Reclamation Easement
3 [See Attached]
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C-1
RECORDING REQUESTED BY:
STEVEN E. WHITE, DIRECTOR
PUBLIC WORKS AND PLANNING
DEPARTMENT, COUNTY OF FRESNO
2220 Tulare Street, Sixth Floor
Fresno, California 93721
AND WHEN RECORDED MAIL TO:
DAVID RANDALL, SENIOR PLANNER
PUBLIC WORKS AND PLANNING
DEPARTMENT, COUNTY OF FRESNO
Development Services and Capital Projects Division
2220 Tulare Street, Sixth Floor
Fresno, California 93721
RECORDED FOR THE BENEFIT OF THE COUNTY OF
FRESNO,Exempt from Recording Fees;Gov. Code§§ 6103,
27383,and 27388.1 THIS SPACE FOR RECORDER'S USE ONLY
GRANT OF LIMITED ACCESS EASEMENT
Contlitti Solar Proiect
(Hewitson Limited Partnership)
THIS GRANT OF LIMITED ACCESS EASEMENT is made this day of ,
2023, by Hewitson Limited Partnership, a California limited partnership (together with its designees,
successors, and/or assigns, "GRANTOR"), in favor of the County of Fresno, a political subdivision of
the State of California ("COUNTY").
I. RECITALS
A. On March 23, 2023, pursuant to COUNTY Resolution No. 12987, subject to the
conditions, mitigation measures, and project notes listed therein, COUNTY's Planning Commission,
under the California Environmental Quality Act (California Public Resources Code, Division 13,
section 21000 et seq.), including the implementing CEQA Guidelines thereunder(Title 14, Division 6,
Chapter 3, California Code of Regulations, section 15000 et seq.) approved a mitigated negative
declaration for an approximately 4.6-megawatt solar photovoltaic generation facility, inverter, and grid
1
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interconnection known as the Conflitti Solar Project ("Project"), further approving Conditional Use
Permit No. 3742, issued to CES Electron Farm One, LLC, a California limited liability company
("PROJECT OWNER").
B. PROJECT OWNER proposes to construct the Project on a parcel consisting of
approximately 40 acres, generally located on the West side of South Fairfax Avenue, between West
Panoche Road and West South Avenue, in unincorporated Fresno County, all as more particularly
described in Exhibit A, attached hereto and incorporated by this reference, the legal description of
which is set forth in Exhibit B, attached hereto and incorporated by this reference (the "Property").
C. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the
sole fee owner of the Property,and that its ownership interest in the Property is reflected by a Correction
Quitclaim Deed recorded against the Property in the official records of the Fresno County Recorder on
October 20, 2010, as of 3:24:11 PM ("Record Title Date and Time"), as Document No. 2010-
0140541.
D. In connection with the Project, GRANTOR represents to COUNTY, and COUNTY
acknowledges, that GRANTOR has entered into an unrecorded lease, entitled"Amended and Restated
Site Lease Agreement," with PROJECT OWNER, dated June 23, 2023, (the "Unrecorded Lease"),
covering the entirety of the Property, and which supersedes and terminates all prior leases between
GRANTOR and PROJECT OWNER pertaining to the Property. The twenty (20) year term of the
Unrecorded Lease, which term is extendible for two (2) seven (7) year periods, begins at the exercise
of an option by PROJECT OWNER, which option, as of the date of GRANTOR's execution of this
Easement, has not been exercised.
E. The COUNTY's Planning Commission conditioned approval of the Project on, among
other things, PROJECT OWNER's compliance with a reclamation plan, prescribing the process for
decommissioning,dismantling,and removal of the entire Project, and reclamation of all of the Property
to its pre-project condition pursuant to the reclamation plan ("Reclamation Plan"). PROJECT
OWNER will eventually decommission, dismantle, and remove the entire Project, and reclaim all of
the Property to its pre-project condition pursuant to the Reclamation Plan.
2
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F. In order to secure PROJECT OWNER'S faithful performance of all of its obligations
under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into that certain Solar
Project Reclamation Agreement, dated August 8, 2023 (the "Reclamation Agreement") by which
PROJECT OWNER covenants to, among other things, fully comply with all of the provisions of the
Reclamation Plan, and provide and maintain security for these obligations in the form of cash deposits
(the "Security"). COUNTY represents to GRANTOR, and GRANTOR acknowledges, that a true and
complete copy of the Reclamation Plan is attached to the Reclamation Agreement, and incorporated
therein by reference as Exhibit A thereto.
G. The term of the Project is thirty-two (32) years from the date upon which any
development permit for the Project, such as a grading or building permit, is approved by COUNTY,
which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the
provisions of applicable law.Nothing in the Reclamation Agreement authorizes or prohibits PROJECT
OWNER from seeking approval(s) from COUNTY to extend the lifespan of the Project beyond the
term contemplated in CUP No. 3742.
H. COUNTY represents to GRANTOR, and GRANTOR acknowledges, that the
Reclamation Plan, and more specifically, the Reclamation Agreement, including subsection 1(a)
thereof, require PROJECT OWNER to decommission, dismantle, and remove the entire Project, and
reclaim all of the Project Site to its pre-project condition pursuant to the Reclamation Plan(collectively,
"Reclamation") within twelve (12) months of the earliest to occur of any of the following, as
reasonably determined by COUNTY's Director of Public Works and Planning or such Director's
designee: (i) there has not been substantial development of the Project within two (2) years following
the COUNTY's Planning Commission's approval of, and issuance to APPLICANT, CUP No. 3742;
(ii) the Project, or a substantial portion thereof, has not, following completion of construction of the
Project,produced electricity for at least six (6) consecutive months within a twelve(12) month period,
or for three hundred sixty five (365)non-consecutive calendar days within any twenty four(24)month
period, during the term of this Agreement; (iv)the expiration or early termination of CUP No. 3742; or
(v) thirty-two (32) years from the date upon which any development permit for the Project, such as a
grading or building permit, is approved by COUNTY.
3
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I. PROJECT OWNER is providing the Security to COUNTY to secure PROJECT
OWNER's (including any Transferees, as defined in Section 6 of, and as provided under, the
Reclamation Agreement) faithful performance of all of its obligations under the Reclamation
Agreement.
J. In the event PROJECT OWNER(including any Transferee, as defined in Section 6 of,
and as provided under, the Reclamation Agreement) 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,pursuant to the Reclamation Agreement.
K. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation of the
Project and the Property, in substantial conformity with Reclamation Plan,pursuant to the Reclamation
Agreement, COUNTY must have the right to immediate, reasonable access the Property.
L. Any reference to"Encumbrances"in this Easement shall mean,in their context,liens,
encumbrances, covenants, conditions, restrictions, reservations, contracts, leases, licenses, easements,
rights of way,rights of possession or occupancy, or any third party interests, of any kind.
II. GRANT OF LIMITED ACCESS EASEMENT
1. GRANTOR hereby irrevocably establishes in favor of, and grants to COUNTY,
including its contractors, officers, agents, employees, and representatives (collectively, "COUNTY
PARTIES"), a nonexclusive access easement over, under, on, and across the Property (this
"Easement"), solely for accessing the Property for the limited purpose of, in COUNTY's sole
discretion, carrying out the Reclamation of the Project, to the extent that the Project is located on the
Property,in substantial conformity with the Reclamation Plan,pursuant to the Reclamation Agreement,
and for no other purpose, unless and until this Easement is terminated only pursuant to Section II.7.
hereof, provided however, this Easement does not impose any obligation, either express or implied,
upon COUNTY to carry out any of the Reclamation of the Project or the Property, or any portion of
the Project or the Property,under the Reclamation Agreement or with respect to the Reclamation Plan.
2 No act, delay in acting, failure to act, or particular or partial exercise of any rights,
under this Easement, and the rights granted herein, by COUNTY and/or any of the other COUNTY
PARTIES shall be deemed to (i) constitute an abandonment, surrender,termination, waiver, or release
4
C-5
of, or limitation on, this Easement, and the right granted herein, or (ii) impair, terminate, or otherwise
affect the validity or effectiveness of this Easement, and the right granted herein. Nonuse, limited use,
or intermittent use of this Easement, and the rights granted herein, for any duration shall not preclude
or otherwise limit any future use of the entire scope of this Easement, and the rights granted herein, in
the event the same is desired or needed, unless and until this Easement is terminated only pursuant to
Section II T hereof.
3. GRANTOR represents to COUNTY, and COUNTY acknowledges that, (i) only
PROJECT OWNER owns the Project, (ii) GRANTOR does not have any rights, title, or interest in or
to the Project or any portion thereof, and(iii)GRANTOR's only obligations with respect to the Project
are under this Easement.
4. COUNTY shall indemnify, defend, and hold GRANTOR harmless from and against
any and all costs, claims, damages, losses, or liabilities (including, without limitation, court costs and
reasonable attorney's fees) arising out of or connected in any manner with the use of this Easement by
COUNTY and its agents, employees, and contractors, except to the extent such loss or damage which
was caused by the negligence or willful misconduct of GRANTOR. Notwithstanding the foregoing,
COUNTY shall not be liable for taxes, assessments, fees or charges on the Property, including without
limitation increases thereto resulting from this Easement.
5. 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 this Easement, and the rights granted herein, provided however, the
provisions of this Section 11.5. are subject to the provisions of Section 11.13.(c)hereof.
6. This Easement shall be effective upon recordation of this Easement against the
Property in the official records of the Fresno County Recorder("Effective Time and Date").
7. This Easement may only be terminated by COUNTY, upon COUNTY's recordation
of COUNTY's release against the Property in the official records of the Fresno County Recorder,
expressly releasing this Easement, and the rights granted herein, back to GRANTOR either due to the
termination of the Reclamation Agreement pursuant to Section 8 thereof(Satisfaction of Reclamation
Plan) or to COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or
5
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complete Reclamation of the Project, to the extent that the Project is located on the Property, and the
Property, or otherwise in the COUNTY's sole discretion. COUNTY shall undertake such recordation
of such COUNTY's release in a reasonably timely manner following such termination of the
Reclamation Agreement or COUNTY's issuance of written notice to GRANTOR that COUNTY will
not undertake or complete Reclamation of the Project, to the extent that the Project is located on the
Property, and the Property, or that COUNTY otherwise, in its sole discretion, desires such recordation,
as applicable.
8. This Easement is subject only to all superior matters of title on the Property, which
have been recorded against the Property in the official records of the Fresno County Recorder prior to
the Effective Time and Date, including without limitation any and all Encumbrances so recorded prior
to the Effective Time and Date,provided however,the provisions of this Section II.8. are subject to the
provisions of Section II.13.(c) hereof.
9. This Easement shall not be modified except upon a written amendment approved by
COUNTY and GRANTOR. This Easement shall bind and inure to the benefit of the designees,
successors, and/or assigns of the parties hereto. However,nothing contained herein shall be deemed to
grant to the public any right of access to the Property or to grant any rights in any third party, except as
provided in this Easement with respect to any COUNTY PARTIES (other than COUNTY) acting
through COUNTY under this Easement.
10. This Easement may be executed in original counterparts, which taken together, shall
constitute one and the same instrument.
11. This Easement, and the rights granted herein, shall be interpreted in accordance with
the laws of the State of California. Any suits brought pursuant to this Easement shall be filed and heard
in courts having jurisdiction and located in the Fresno County, State of California.
12. Upon GRANTOR's execution and delivery of this Easement to COUNTY,
GRANTOR agrees to COUNTY's immediate recordation of this Easement against the Property in the
official records of the Fresno County Recorder.
13. GRANTOR represents, covenants, and warrants to COUNTY that (a) the person
executing this Easement on behalf of GRANTOR has full power and authority to execute and deliver
6
ca
this Easement to COUNTY; (b) GRANTOR has full power and authority to authorize COUNTY to
record this Easement against the Grantor Property in the official records of the Fresno County Recorder,
as provided herein; and (c) notwithstanding anything to the contrary in this Easement, (i) as of the
Record Title Date and Time,the Property was free and clear from any and all agreements, instruments,
or documents,whether unrecorded or recorded against the Property in the official records of the Fresno
County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to
any of the foregoing), or create or assert any claim to any right, title, or interest in or to the Property,
or any portion thereof, including without limitation any and all Encumbrances, that unreasonably
interfere or would unreasonably interfere with this Easement, and the rights granted herein, (ii) the
Unrecorded Lease (either before or after PROJECT OWNER exercises the option to begin the lease
term)does not allow,grant, confer, convey,ratify, confirm(or otherwise promise or agree to any of the
foregoing),or create or assert any claim to any right,title,or interest in or to the Property,or any portion
thereof,that unreasonably interferes or would unreasonably interfere with this Easement, and the rights
granted herein, (iii) GRANTOR has not, since the Record Title Date and Time, allowed, granted,
conferred, conveyed,ratified,confirmed(or otherwise promised or agreed to any of the foregoing),will
not allow,grant,confer,convey,ratify,confirm(or otherwise promise or agree to any of the foregoing),
and will prohibit any person or entity from creating or asserting any claim to, any right, title, or interest
in or to, the Property, or any portion thereof, including without limitation any and all Encumbrances,
that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted
herein, and (iv) in the event of such unreasonable interference, GRANTOR shall, at its own cost,
promptly, to the extent reasonably necessary, eliminate or modify such unreasonable interference to
the reasonable satisfaction of COUNTY,so that such interference is only a reasonable interference with
this Easement, and the rights granted herein; provided however, COUNTY acknowledges that
GRANTOR may not disallow or prohibit a governmental authority from exercising its sovereign right
of eminent domain, and therefore, no representation, covenant, or warranty is given in subsection
II.13(c)hereof as to the disallowance or prohibition of such governmental authority's exercise of such
right.
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14. The title of and section headings used in this Easement are for the purpose of
convenience only, and neither the title hereof nor any section heading hereof shall modify or be used
to interpret the provisions of this Easement.
15. The Recitals above are incorporated herein by reference as though fully set forth
herein.
[SIGNATURES ON FOLLOWING PAGE]
8
C-9
IN WITNESS WHEREOF,the undersigned have caused this Grant of Limited Access Easement
to be executed and accepted the date hereinabove written.
GRANTEE: GRANTOR:
County of Fresno Hewitson Limited Partnership
ACCEPTED BY By: R.L. Hewitson, Inc., a California
Steven E. White, PE, PLS, Director corporation, its general partner
Department of Public Works and Planning
By By
Richard L. Hewitson
President
APPROVED AS TO LEGAL FORM By
Daniel C. Cederborg Darla Harrel
Fresno County Counsel Secretary
By: Mailing Address:
Deputy Hewitson Limited Partnership
HC 1, Box 1
39482 Hwy 33
Avenal, CA 93204
A-1
C-10
EXHIBIT A
Map of Property
LLC-
p2�jyH je ,
APN' 9
t' N873412(r' 1J17.4J'
20'ACCESS EA-%UDvT PER SUXPATE DOQAENT -
ai
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AVER 9 o2 H 16C 1 12
1439
'•,AC
pP� 0, f 39 86
APN p1 $ ��
SOUTH 114 COR Or Nf 114 OF
/ SECI)OV 17, T15S. RIX 11D.8111.
S036J81E 1J77.to,
PaS11X1V fOR£ 114 L7,IIP OF SLWN 17,
TIA RIX KDAAK
1
LEGEND oNAI LARD
`0\ �►,EL BA sG
SECAON L1YE obi lli 9i
PROPS 80uhlaw p
DW Vt:PROPMY 111E
- -- --- C425h aIT AND LEASE AREA LW 9CAYEV-800 ND am �!
OF cAl%
0 fED' 300'
P�L�ISb�► C/c-
aves 9NGIN[[AI= me
A-1
C-11
EXHIBIT B
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,COUNTY OF FRESNO
UNINCORPORATED AND DESCRIBED AS FOLLOWS:
THE SOUTH HALF OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 17,TOWNSHIP 15
SOUTH, RANGE 13 EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT
THEREOF.
CONTAINING AN AREA OF 39.98 ACRES
APN:027-121-15
END OF DESCRIPTION
aNNt LAND
�yh�\G�AEI 8.4 SG��
s�
No.8768 \Q.
qrF OF Cp.\f �
SIGNATURE:
Lo E l23
IdVM 4ALLAGER, L.S.8 DATE
B-1
C-12
1 EXHIBIT C-1
2 Form Right-of-Way Easement
3 [See Attached]
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C-1-1
RECORDING REQUESTED BY:
STEVEN E. WHITE, DIRECTOR
PUBLIC WORKS AND PLANNING
DEPARTMENT, COUNTY OF FRESNO
2220 Tulare Street, Sixth Floor
Fresno, California 93721
AND WHEN RECORDED MAIL TO:
DAVID RANDALL, SENIOR PLANNER
PUBLIC WORKS AND PLANNING
DEPARTMENT, COUNTY OF FRESNO
Development Services and Capital Projects Division
2220 Tulare Street, Sixth Floor
Fresno, California 93721
RECORDED FOR THE BENEFIT OF THE COUNTY OF
FRESNO,Exempt from Recording Fees;Gov. Code§§ 6103,
27383,and 27388.1 THIS SPACE FOR RECORDER'S USE ONLY
GRANT OF LIMITED RIGHT-OF-WAY EASEMENT
Contlitti Solar Proiect
(Mavericks Ranch,LLC)
THIS GRANT OF LIMITED RIGHT-OF-WAY EASEMENT is made this day of
,2023,by Mavericks Ranch,LLC,a Delaware limited liability company(together with
its designees, successors, and/or assigns, "GRANTOR"), in favor of the County of Fresno, a political
subdivision of the State of California("COUNTY").
I. RECITALS
A. On March 23, 2023, pursuant to COUNTY Resolution No. 12987, subject to the
conditions, mitigation measures, and project notes listed therein, COUNTY's Planning Commission,
under the California Environmental Quality Act (California Public Resources Code, Division 13,
section 21000 et seq.), including the implementing CEQA Guidelines thereunder(Title 14, Division 6,
Chapter 3, California Code of Regulations, section 15000 et seq.) approved a mitigated negative
declaration for an approximately 4.6-megawatt solar photovoltaic generation facility, inverter, and grid
1
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interconnection known as the Conflitti Solar Project ("Project"), further approving Conditional Use
Permit No. 3742, issued to CES Electron Farm One, LLC, a California limited liability company
("PROJECT OWNER").
B. PROJECT OWNER proposes to construct the Project on a parcel consisting of
approximately 40 acres, generally located on the West side of South Fairfax Avenue, between West
Panoche Road and West South Avenue, in unincorporated Fresno County, all as more particularly
shown in Exhibit A. attached hereto and incorporated by this reference (the "Project Site").
C. The COUNTY's Planning Commission conditioned approval of the Project on, among
other things, PROJECT OWNER's compliance with a reclamation plan, prescribing the process for
decommissioning, dismantling, and removal of the entire Project, and reclamation of all of the Project
Site to its pre-project condition pursuant to the reclamation plan ("Reclamation Plan"). PROJECT
OWNER will eventually decommission, dismantle, and remove the entire Project, and reclaim all of
the Project Site to its pre-project condition pursuant to the Reclamation Plan.
D. In order to secure PROJECT OWNER's faithful performance of all of its obligations
under the Reclamation Plan, PROJECT OWNER and COUNTY have entered into that certain Solar
Project Reclamation Agreement, dated August 8, 2023 (the "Reclamation Agreement") by which
PROJECT OWNER covenants to, among other things, fully comply with all of the provisions of the
Reclamation Plan, and provide and maintain security for these obligations in the form of cash deposits
(the "Security"). COUNTY represents to GRANTOR, and GRANTOR acknowledges, that a true and
complete copy of the Reclamation Plan is attached to the Reclamation Agreement, and incorporated
therein by reference as Exhibit A thereto.
E. The term of the Project is thirty-two (32) years from the date upon which any
development permit for the Project, such as a grading or building permit, is approved by COUNTY,
which COUNTY may extend in its sole discretion, unless earlier terminated in accordance with the
provisions of applicable law.Nothing in the Reclamation Agreement authorizes or prohibits PROJECT
OWNER from seeking approval(s) from COUNTY to extend the lifespan of the Project beyond the
term contemplated in CUP No. 3742.
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F. COUNTY represents to GRANTOR, and GRANTOR acknowledges, that the
Reclamation Plan, and more specifically, the Reclamation Agreement, including subsection l(a)
thereof, require PROJECT OWNER to decommission, dismantle, and remove the entire Project, and
reclaim all of the Project Site to its pre-project condition pursuant to the Reclamation Plan(collectively,
"Reclamation") within twelve (12) months of the earliest to occur of any of the following, as
reasonably determined by COUNTY's Director of Public Works and Planning or such Director's
designee: (i) there has not been substantial development of the Project within two (2) years following
the COUNTY's Planning Commission's approval of, and issuance to APPLICANT, CUP No. 3742;
(ii) the Project, or a substantial portion thereof, has not, following completion of construction of the
Project,produced electricity for at least six (6) consecutive months within a twelve(12) month period,
or for three hundred sixty five (365)non-consecutive calendar days within any twenty four(24)month
period, during the term of this Agreement; (iv)the expiration or early termination of CUP No. 3742; or
(v) thirty-two (32) years from the date upon which any development permit for the Project, such as a
grading or building permit, is approved by COUNTY.
G. PROJECT OWNER is providing the Security to COUNTY to secure PROJECT
OWNER's (including any Transferees, as defined in Section 6 of, and as provided under, the
Reclamation Agreement) faithful performance of all of its obligations under the Reclamation
Agreement.
H. In the event PROJECT OWNER(including any Transferee, as defined in Section 6 of,
and as provided under, the Reclamation Agreement) defaults under the Reclamation Agreement,
COUNTY may draw on the Security and use the proceeds thereof to carry out the Reclamation of the
Project Site, in substantial conformity with the Reclamation Plan, pursuant to the Reclamation
Agreement.
I. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation of the
Project and the Project Site, in substantial conformity with Reclamation Plan, pursuant to the
Reclamation Agreement, COUNTY must have the right to immediate, reasonable access the Project
Site.
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J. Because the Project Site, as of the Effective Date (as defined in the Reclamation
Agreement), lacked direct access to and from any state highway, county highway, or other public right-
of-way (collectively, "Public Highways"), the Reclamation Agreement provides that PROJECT
OWNER understands and agrees that PROJECT OWNER is solely responsible for securing a right-of-
way easement or easements for the COUNTY's use over all parcels that COUNTY deems necessary to
travel between the Project Site and one of the Public Highways for the purposes of the County's
Reclamation (as defined in Section 1(a) of the Reclamation Agreement) under the Reclamation
Agreement ("Route of Access"). PROJECT OWNER has proposed and COUNTY agrees under the
Reclamation Agreement that COUNTY's Route of Access between the Property and one of the Public
Highways shall be via a route shown in Exhibit B,attached hereto and incorporated herein by reference
solely for the purpose of illustrating the Route of Access,and as described in Exhibit C,attached hereto
and incorporated herein by reference(the"Property").The Property consists of portions of five parcels
commonly identified by Assessor's Parcel Numbers 027-121-42s,027-060-65s,027-060-66s,027-060-
74s, and 027-060-75s, and the Property is encumbered in its entirety by the "Easement" (as defined in
Section I1.1. hereof).
K. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR is the
sole fee owner of the Property, and that its ownership interest in the Property is reflected by multiple
Grant Deeds recorded against multiple parcels including the parcels comprising the Property in the
official records of the Fresno County Recorder on December 30, 2020, as of 2:49:38 PM ("Record
Title Date and Time"),as Document Nos. 2020-0190013 (as to Parcel 12 therein,commonly identified
as Assessor's Parcel Number 027-060-74s), 2020-0190016 (as to Parcel 36 therein, commonly
identified as Assessor's Parcel Number 027-121-42s), 2020-0190018 (as to Parcel 45 therein,
commonly identified as Assessor's Parcel Number 027-060-75s), and 2020-0190023 (as to Parcel 72
therein, commonly identified as Assessor's Parcel Number 027-060-65s, and as to Parcel 73 therein,
commonly identified as Assessor's Parcel Number 027-060-66s).
L. GRANTOR shall be responsible for ongoing maintenance and repair of the Property,
including any improvements thereto,in good condition for the purposes of this Easement, and the rights
granted herein, and in compliance with and all applicable federal, state and local laws, statutes,
4
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ordinances, rules, regulations, and requirements and orders of municipal, state, and federal authorities
("Applicable Laws"). GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR
has granted to PROJECT OWNER a non-exclusive easement over the Property,entitled"Grant of Road
Easement," Document No 2022-0147293, in the official records of the Fresno County Recorder,
sufficient in scope to permit PROJECT OWNER to access the Project Site to construct, operate,repair,
decommission, and dismantle the Project ("Project Owner Easement"). GRANTOR further
represents, covenants, and warrants to COUNTY that the Project Owner Easement imposes the duty of
PROJECT OWNER to maintain the Property in good condition and in compliance with the terms of
such Project Owner Easement and all Applicable Laws, provided however such duty of PROJECT
OWNER does not relieve or lessen GRANTOR's obligations under this Easement and the rights
granted herein. COUNTY may,but is not obligated to, trim, cut and remove any trees, underbrush, or
vegetation, as reasonably necessary to enable the full use or exercise of this Easement, and the rights
granted herein.
M. Any reference to"Encumbrances"in this Easement shall mean,in their context,liens,
encumbrances, covenants, conditions, restrictions, reservations, contracts, leases, licenses, easements,
rights of way,rights of possession or occupancy, or any third party interests, of any kind.
II. GRANT OF LIMITED RIGHT-OF-WAY EASEMENT
1. GRANTOR hereby irrevocably establishes in favor of, and grants to COUNTY,
including its contractors, officers, agents, employees, and representatives (collectively, "COUNTY
PARTIES"), a nonexclusive vehicular(including without limitation trucks and heavy machinery) and
pedestrian right of way easement over, on, across, along, and through the Property twenty-four (24)
hours a day, seven(7) days a week(this "Easement"), solely for ingress to and egress from the Project
Site, and one of the Public Highways, for the limited purpose of, in COUNTY's sole discretion,
carrying out the Reclamation of the Project, in substantial conformity with the Reclamation Plan,
pursuant to the Reclamation Agreement, and for no other purpose, unless and until this Easement is
terminated only pursuant to Section II.7. hereof,provided however,this Easement does not impose any
obligation,either express or implied,upon COUNTY to carry out any of the Reclamation of the Project
or the Project Site, or any portion of the Project or the Project Site, under the Reclamation Agreement
5
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or with respect to the Reclamation Plan. No walls, fences, or barriers of any kind shall
be constructed or maintained on the Property, or any portion thereof,by GRANTOR or any party, and
GRANTOR shall not cause or allow any damage to the Property, or any portion thereof, which
prevents or impairs the full use or exercise of this Easement, and the rights granted herein.
2 No act, delay in acting, failure to act, or particular or partial exercise of any rights,
under this Easement, and the rights granted herein, by COUNTY and/or any of the other COUNTY
PARTIES shall be deemed to (i) constitute an abandonment, surrender,termination, waiver, or release
of, or limitation on, this Easement, and the right granted herein, or (ii) impair, terminate, or otherwise
affect the validity or effectiveness of this Easement, and the right granted herein. Nonuse, limited use,
or intermittent use of this Easement, and the rights granted herein, for any duration shall not preclude
or otherwise limit any future use of the entire scope of this Easement, and the rights granted herein, in
the event the same is desired or needed, unless and until this Easement is terminated only pursuant to
Section I1.7. hereof.
3. GRANTOR represents to COUNTY, and COUNTY acknowledges that, (i) only
PROJECT OWNER owns the Project, (ii) GRANTOR does not have any rights, title, or interest in or
to the Project or any portion thereof, and(iii)GRANTOR's only obligations with respect to the Project
are under this Easement.
4. COUNTY shall indemnify, defend, and hold GRANTOR harmless from and against
any and all costs, claims, damages, losses, or liabilities (including, without limitation, court costs and
reasonable attorney's fees) arising out of or connected in any manner with the use of this Easement by
COUNTY and its agents, employees, and contractors, except to the extent such loss or damage which
was caused by the negligence or willful misconduct of GRANTOR. Notwithstanding the foregoing,
COUNTY shall not be liable for taxes, assessments, fees or charges on the Property, including without
limitation increases thereto resulting from this Easement.
5. 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 this Easement, and the rights granted herein, provided however, the
provisions of this Section I1.5. are subject to the provisions of Section II.13.(c)hereof.
6
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6. This Easement shall be effective upon recordation of this Easement against the
Property in the official records of the Fresno County Recorder("Effective Time and Date").
7. This Easement may only be terminated by COUNTY, upon COUNTY's recordation
of COUNTY's release against the Property in the official records of the Fresno County Recorder,
expressly releasing this Easement, and the rights granted herein, back to GRANTOR either due to the
termination of the Reclamation Agreement pursuant to Section 8 thereof(Satisfaction of Reclamation
Plan) or to COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or
complete Reclamation of the Project, to the extent that the Project is located on the Property, and the
Property, or otherwise in the COUNTY's sole discretion. COUNTY shall undertake such recordation
of such COUNTY's release in a reasonably timely manner following such termination of the
Reclamation Agreement or COUNTY's issuance of written notice to GRANTOR that COUNTY will
not undertake or complete Reclamation of the Project, to the extent that the Project is located on the
Property, and the Property, or that COUNTY otherwise, in its sole discretion, desires such recordation,
as applicable.
8. This Easement is subject only to all superior matters of title on the Property, which
have been recorded against the Property in the official records of the Fresno County Recorder prior to
the Effective Time and Date, including without limitation any and all Encumbrances so recorded prior
to the Effective Time and Date,provided however, the provisions of this Section II.8. are subject to the
provisions of Section II.13.(c) hereof.
9. This Easement shall not be modified except upon a written amendment approved by
COUNTY and GRANTOR. This Easement shall bind and inure to the benefit of the designees,
successors, and/or assigns of the parties hereto. However,nothing contained herein shall be deemed to
grant to the public any right of access to the Property or to grant any rights in any third party, except as
provided in this Easement with respect to any COUNTY PARTIES (other than COUNTY) acting
through COUNTY under this Easement.
10. This Easement may be executed in original counterparts, which taken together, shall
constitute one and the same instrument.
7
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11. This Easement, and the rights granted herein, shall be interpreted in accordance with
the laws of the State of California. Any suits brought pursuant to this Easement shall be filed and heard
in courts having jurisdiction and located in the Fresno County, State of California.
12. Upon GRANTOR's execution and delivery of this Easement to COUNTY,
GRANTOR agrees to COUNTY's immediate recordation of this Easement against the Property in the
official records of the Fresno County Recorder.
13. GRANTOR represents, covenants, and warrants to COUNTY that (a) the person
executing this Easement on behalf of GRANTOR 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 official records of the Fresno County Recorder,
as provided herein; and (c) notwithstanding anything to the contrary in this Easement, (i) as of the
Record Title Date and Time,the Property was free and clear from any and all agreements, instruments,
or documents,whether unrecorded or recorded against the Property in the official records of the Fresno
County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to
any of the foregoing), or create or assert any claim to any right, title, or interest in or to the Property,
or any portion thereof, including without limitation any and all Encumbrances, that unreasonably
interfere or would unreasonably interfere with this Easement, and the rights granted herein, (ii) the
Project Owner Easement does not allow, grant, confer, convey, ratify, confirm (or otherwise promise
or agree to any of the foregoing), or create or assert any claim to any right, title, or interest in or to the
Property, or any portion thereof,that unreasonably interferes or would unreasonably interfere with this
Easement,and the rights granted herein,(iii)GRANTOR has not,since the Record Title Date and Time,
allowed, granted, conferred, conveyed, ratified, confirmed (or otherwise promised or agreed to any of
the foregoing), will not allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to
any of the foregoing), and will prohibit any person or entity from creating or asserting any claim to,
any right,title, or interest in or to,the Property, or any portion thereof,including without limitation any
and all Encumbrances,that unreasonably interfere or would unreasonably interfere with this Easement,
and the rights granted herein, and(iv)in the event of such unreasonable interference, GRANTOR shall,
at its own cost, promptly, to the extent reasonably necessary, eliminate or modify such unreasonable
8
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interference to the reasonable satisfaction of COUNTY, so that such interference is only a reasonable
interference with this Easement, and the rights granted herein; provided however, COUNTY
acknowledges that GRANTOR may not disallow or prohibit a governmental authority from exercising
its sovereign right of eminent domain, and therefore, no representation, covenant, or warranty is given
in subsection II.13(c) hereof as to the disallowance or prohibition of such governmental authority's
exercise of such right.
14. COUNTY shall not be responsible for ongoing maintenance or repair of the Property,
including any improvements thereto, or for maintaining or repairing the Property, including any
improvements thereto, for any purpose, including, but not limited to, for the purpose of the Property
being in good and usable condition. Notwithstanding the foregoing, within sixty (60) days' following
GRANTOR's delivery of written notice to COUNTY's Director of Public Works and Planning
("Director")as provided in this Section II.14,COUNTY shall repair any damage to the Property caused
by the use of the Property by COUNTY PARTIES. Any repair by COUNTY of the Property pursuant
to this Section II.14 shall be limited to the restoration of the Property to substantially the condition of
the Property immediately prior to such damage by COUNTY PARTIES, in the sole and absolute
discretion of the Director. The notice provided for by this Section II.14 shall (a)be made within fifteen
(15) days of the date that GRANTOR is aware of the damage by COUNTY PARTIES, (b) specifically
identify by location and description all conditions on the Property constituting damage by COUNTY
PARTIES,and(c)be delivered to the Director by hand delivery,overnight courier service,or registered
or certified United States mail, postage prepaid, effective upon receipt, to the following address:
Director of Public Works and Planning
County of Fresno
2220 Tulare Ave, 8th Floor
Fresno, CA 93720
COUNTY may change the address for service of notice to the Director pursuant to this section IL 14 at
any time by providing written notice to GRANTOR at GRANTOR's mailing address below.
15. The title of and section headings used in this Easement are for the purpose of
convenience only, and neither the title hereof nor any section heading hereof shall modify or be used
to interpret the provisions of this Easement.
9
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16. The Recitals above are incorporated herein by reference as though fully set forth
herein.
[SIGNATURES ON FOLLOWING PAGE]
10
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IN WITNESS WHEREOF, the undersigned have caused this Grant of Limited Right-of-Way
Easement to be executed and accepted the date hereinabove written.
GRANTEE: GRANTOR:
County of Fresno Mavericks Ranch, LLC
ACCEPTED BY
Steven E. White, PE, PLS, Director B
Department of Public Works and Planning y
Kirk Hoiberg
Manager
By Mailing Address:
2055 Woodside Road, #195
Redwood City, CA 94061
APPROVED AS TO LEGAL FORM
Daniel C. Cederborg
Fresno County Counsel
By:
Deputy
11
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EXHIBIT A
Map of Project Site
LLC-
,KS p2 RAW j
ApN
I
t1 N893470V 1J174J'
10'ACCESS EASM&I FER StA1P4If DoaNENT
RANCH 16( 027 12g6 aC 7
F. �39
t4, ?7�121� $ Ago
d i
1
3
i
i
SOUTH 114 COP Of NE 114 Of
SECrOv 17. T15S, RiY- KD.Bav
S�J6'ILi•f lJ17.10' 1
POSIIKMV FOP£ 114 OOR Or SECrOV 17,
T15S, R1JE, ItD.B.&V
I
LEGEND oN10 tA010
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PRCPiKY 60 NV&W p
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OF vDi
0 fw* 300' O 07 GZ
CIVIL [NGINUWNG,NC
A-1
C-1-13
EXHIBIT B
Map of Property
(SEE SHSET2 OF PLAT)
NEST 1/1 CW*X
SEMON 9. E I51S. RUE �
n
APN' p21��—'O —060-66
� pPN: 021
5171JMEST CDRNER
SECWN 9. T.ISS.R.13E
APN' p21-12t-1a
V ACCESS&SDAW
� Art, p2�_j2t-42
_
W
pPN p -15 sCKE"t -?C1D
y1-121
0 im aw
I EGM
—-—— SECTION LINE �Ai LAND
PROPERTY BOWA?Y y� L 4f�dGp
ExErM PROKW LMIE o '�
—————— EAsacA!AND LEASE AREA LK
® ACCESS WEIENr s� No sm �e
NEST
S£CIIOW 16. T.1 i.136.R.IJE _(
SHEET I OF 2
GAW
B-1
C-1-14
E '
P
PPN�N�
/ W
� py7r060JT�
py1�D�'T T
APN' V ACCESS EASEMENT
NEST 114 CORNER
SECWX 4. T 15S. R.13E
p21A60_19 2110a0-1d
pPN: pPN, 0
b�
N RIPAVOT CORMER
SECTION 9, T-ISS.R.13E
p27--060~61 SCALE/'-200'
LEU1D pPN
—- SECTION UNE ry o 1 1 29
06D'65
PRMTY BOUNCARY : pAO' 021 oNA� LAND
- WOW fiPOPERTY L NE � �yy �El
-—- EASO DENT AAn LEASE AREA CME
[ a
ACCESS EASaEN V ACCESS EASEMENT a
MEST 114 CORAER ,pr No-L170E \,
SECTION 9. T.IS.S R.1 1rF
(SZE—,E��O,>T— Ub -G 2 l 5WEt20F20F2
B
�,sm�cMc�wiarNc
B-2
C-1-15
EXHIBIT C
Legal Description of Property
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,COUNTY OF FRESNO
UNINCORPORATED AND DESCRIBED AS FOLLOWS:
THE WEST 20.00 FEET OF THE NORTHWEST QUARTER OF SECTION 16,TOWNSHIP 15 SOUTH, RANGE 13
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
TOGETHER WITH THE WEST 20.00 FEET OF SECTION 9,TOWNSHIP 1S SOUTH, RANGE 13 EAST, MOUNT
DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
TOGETHER WITH THE WEST 20.00 FEET OF SECTION 4,TOWNSHIP 15 SOUTH,RANGE 13 EAST, MOUNT
DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THAT PORTION OF SAID SECTION 4 LYING NORTH OF THE SOUTHERLY RIGHT
OF WAY OF PANOCHE ROAD.
CONSISTING OF AN AREA APPROXIMATELY 5.61 ACRES.
PORTION OF APNS:027-060-65, 027-060-66, 027-060-74,027-060-75 &027-121-42
END OF DESCRIPTION
�Npl LAND
5� �AEL 6 SG
c W G�
�
J� No.8788 \Q
9lF OF CA1.\F
SIGNATURE: 202�
ILEY Pd BALLINGER, L.S. 68 DATE
C-1
C-1-16
CERTIFICATION OF AUTHORIZED SIGNER
Marshall Hart, legal counsel, certifies to the County of Fresno ("County") that (1) Michael
Kremer, Chief Financial Officer is duly authorized by CES Electron Farm One, LLC, a California
limited liability company ("Applicant"), to execute and deliver for and on behalf of Applicant to
County that certain Solar Project Reclamation Agreement("Agreement")to be between Applicant
and County, (2) the signature of such person appearing on page no. 35 of the Agreement is
authentic, (3) the Agreement has been duly authorized by Applicant, (4) no other authorization,
approval, or consent is required for such person's execution and delivery of the Agreement to
County, or for Applicant's authorization of the Agreement, (5) the Agreement shall be deemed
executed by such person, once signed in handwriting or by any electronic means, including
delivery by electronic means, pursuant to the Agreement, and (6) the Agreement shall be valid,
enforceable, and binding upon Applicant once tth _agreement is executed by County.
BY: - b-
NAME:
TITLE: 14-4 fL-d &(,p