HomeMy WebLinkAboutAgreement A-23-435 First Amendment to Solar Project Reclamation Agreement.pdf DocuSign Env I lope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18 Agreement No. 23-435
23-0915
1 FIRST AMENDMENT TO SOLAR PROJECT RECLAMATION AGREEMENT
2
3 THIS FIRST AMENDMENT TO SOLAR PROJECT RECLAMATION AGREEMENT
4 ("First Amendment") is entered into this 22nd day of August, 2023 ("Effective Date of the First
5 Amendment"), by and between the COUNTY OF FRESNO, a political subdivision of the State
6 of California ("COUNTY"), and RE Scarlet LLC, a Delaware limited liability company
7 ("APPLICANT"), each a "Party" and collectively, the "Parties."
8 RECITALS
9 A. On August 23, 2022, the Parties entered into that certain Solar Project Reclamation
10 Agreement ("Agreement") setting forth the Reclamation Plan for a portion of the
11 approved uses identified in the Approvals, which portion consists of an approximately
12 200-MW solar photovoltaic generation facility,40-MW/ 160-MWh energy storage system,
13 substation, and transmission lines (collectively, the "Project"). Capitalized terms used
14 but not defined in this First Amendment have the respective meanings set forth in the
15 Agreement. All Exhibits attached hereto, or otherwise referred to herein, are Exhibits to
16 the Agreement.
17 B. On September 2, 2022, APPLICANT, COUNTY, and the Escrow Agent entered into that
18 certain Escrow Agreement contemplated by the Agreement.
19 C. As an accommodation to APPLICANT, COUNTY is allowing APPLICANT to make the
20 project that is subject to the Approvals in three phases, as provided in the Agreement and
21 this First Amendment, for the sole purpose of APPLICANT's orderly construction and
22 development of the project that is subject to the Approvals, and is in no way intended by
23 the Parties to alter such project or delay, suspend,extend the time for, or otherwise lessen
24 APPLICANT's performance of any of its obligations under the original Agreement (i.e.,
25 excluding the First Amendment).
26 D. On July 3, 2023, APPLICANT submitted to the Department an addendum to the
27 Reclamation Plan ("Second Addendum to the October 2021 Reclamation Plan"),
28 identifying a portion of the remainder of the approved uses identified in the Approvals,
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1 which portion is described as "Phase II," consisting of an approximately 200-MW solar
2 photovoltaic generation facility and 150-MW/ 600-MWh energy storage system ("Phase
3 II Project"). APPLICANT represents to COUNTY that the Phase II Project described
4 herein will be fully capable, once completed according to its manufacturer's specifications,
5 of independent operation and of supplying power to the power grid. Collectively, the
6 Reclamation Plan, together with the Second Addendum to the October 2021 Reclamation
7 Plan indivisibly are the "First Amended Reclamation Plan."
8 E. APPLICANT intends to construct the remaining components of the project described in
9 CUP No. 3555, consisting of up to 210-MW/840-MWh of battery storage, in a subsequent
10 third and final phase which is not addressed in this First Amendment.
11 F. As a condition of the Approvals, COUNTY's Planning Commission required
12 APPLICANT's compliance with "the Draft Reclamation Plan as submitted to the Planning
13 Commission and prepared for the decommissioning of the facility when operation
14 ceases." The reclamation plan identified by the Planning Commission is dated April of
15 2021. The same condition of the Approvals allows APPLICANT to make "[r]easonable
16 modifications" to the submitted reclamation plan "to address changes of scope and
17 configuration of the final Site Plan and improvements," but requires approval of any such
18 changes by the Department.
19 G. On July 3, 2023, the Director approved the Second Addendum to the October 2021
20 Reclamation Plan. A true and correct copy of the Second Addendum to the October 2021
21 Reclamation Plan is attached hereto as Exhibit A-1 and incorporated herein by
22 reference.
23 H. APPLICANT intends to construct the Phase II Project on some of the parcels described
24 in Exhibit B, consisting of approximately 1,850 acres, namely Assessor's Parcel Numbers
25 028-071-48, 028-071-49, 028-071-47, 028-081-66, 028-120-62, 028-120-61, a portion of
26 028-111-19, and portions of 028-111-20, all as more particularly described on Exhibit 13-
27 2, attached hereto and incorporated herein by reference (collectively, the "Phase II
28
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II
1 Property"). The Phase II Property only includes the parcels more particularly described
2 on Exhibit B-2.
3 I. APPLICANT represents that it has commenced construction of the Project (excluding the
4 Phase II Project). APPLICANT intends to undertake the Phase II Project as described in
5 the First Amended Reclamation Plan.
6 J. Generally, the Reclamation Plan (excluding the Second Addendum to the October 2021
7 Reclamation Plan) states that, at the end of its expected 35-year useful life, the Project
8 (excluding the Phase II Project) would be decommissioned and dismantled, and the
9 Project site restored to an agricultural use-ready condition in accordance with all
10 applicable codes and regulations.
11 K. Generally, the First Amended Reclamation Plan (as defined in recital D of this First
12 Amendment) states that, at the end of its expected 35-year useful life, the Phase II Project
13 would be decommissioned and dismantled, and the Phase II Project site restored to an
14 agricultural use-ready condition in accordance with all applicable codes and regulations.
15 L. To secure APPLICANT's faithful performance of all of its obligations under the First
16 Amended Reclamation Plan (as defined in recital D of this First Amendment),
17 APPLICANT shall make irrevocable additional deposits of the Cash Security into the
18 savings deposit account referenced in the Escrow Agreement, which irrevocable
19 additional deposits (a) shall be in the initial minimum amount equal to the licensed
20 professional engineer's written cost estimate, which is One-Million, Four Hundred
21 Thirty-Seven Thousand, Two-Hundred and Forty-Six, and 0/100 Dollars
22 ($1,437,246.00), plus such annual increases reflecting increased construction costs
23 reflected in the Engineering News-Record ("ENR") construction cost index and each
24 such subsequent deposit by APPLICANT shall be without the requirement of any demand
25 or notice by COUNTY, and (b) shall be in compliance with the Agreement, and the Escrow
26 Agreement.
27 M. The Parties desire to amend the Agreement, pursuant to this First Amendment, in order
28 to make the Phase II Project and the First Amended Reclamation Plan (as defined in
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1 recital D of this First Amendment) subject to the requirements of the Agreement, and to
2 provide for the such additional deposits of the Cash Security and the additional
3 reclamation easement in favor of COUNTY, all as contemplated by Sections 1(e) and 18
4 of the Agreement, and as set forth below.
5 N. The Parties agree that fairness and sound fiscal policy require that APPLICANT, as the
6 person or entity receiving the benefits of any land use approval, should also bear the
7 burden of the liability for decommission and dismantling the Phase II Project, and
8 restoring the Phase II Project site to an agricultural use-ready condition in accordance
9 with all applicable codes and regulations.
10 O. The Parties agree that this First Amendment is within the scope of the Approvals.
11 In consideration of the foregoing facts and circumstances, and for good and valuable
12 consideration, the sufficiency of which is acknowledged as having been received, the Parties
13 hereby agree to amend the Agreement as follows:
14 1. APPLICANT's updated representations, covenants, and warranties to COUNTY.
15 APPLICANT represents, covenants, and warrants to COUNTY that, as of the Effective
16 Date of the First Amendment, (a) all of APPLICANT's representations, covenants, and
17 warranties to COUNTY under the Agreement, the Escrow Agreement, and the RE Scarlet LLC
18 Easement (as defined in Section 7 of the Agreement), which has been recorded against the
19 Applicant's Property (as defined in Section 7 of the Agreement) in the official records of the
20 Fresno County Recorder, on September, 7, 2022, as of 08.38:47 AM, as Document No. 2022-
21 0111753, respectively, continue to be true, (b)there is no occurrence of any Event of Default(as
22 defined in Section 3 of the Agreement) under the Agreement, and (c) there is no occurrence of,
23 and APPLICANT does not expect the occurrence of any, Event of Project Cessation (as defined
24 in Section 1(a) of the Agreement) with respect to the Project (excluding the Phase II Project).
25 2. The Agreement
26 All references in the Agreement to "this Agreement" are amended by this First
27 Amendment to mean "this Agreement, as amended by the First Amendment," and all references
28 in this First Amendment to "the Agreement" mean "the Agreement, as amended by this First
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1 Amendment," unless it is reasonably evident from the context that the reference to "this
2 Agreement" or "the Agreement," respectively, can only mean the Agreement without being
3 amended by this First Amendment, or it is otherwise expressly stated herein. Such interpretation
4 of "this Agreement," "the Agreement," and this First Amendment shall be made by the Parties
5 with the intention that APPLICANT shall fulfill all of its obligations under the Agreement, as
6 amended by this First Amendment, and that the County shall be entitled to enforce all of its rights
7 and remedies under the Agreement, as amended by this First Amendment. Without limiting the
8 generality of the foregoing provisions of this Section 2, APPLICANT acknowledges and agrees
9 that subsection 6(a) of the Agreement, which provides and requires "[u]neess there is an Event
10 of Default, APPLICANT may, upon consent of the COUNTY Board of Supervisors, transfer this
11 Agreement, but only in its entirety,..." provides and requires under this First Amendment that
12 "[u]nless there is an Event of Default, APPLICANT may, upon consent of the COUNTY Board of
13 Supervisors, transfer this Agreement, as amended by this First Amendment, but only in the
14 entirety of the Agreement, as amended by this First Amendment,..."
15 3. The Reclamation Plan
16 (a) All references in the Agreement to the "Reclamation Plan" are amended by this
17 First Amendment to mean the First Amended Reclamation Plan. To that end, (i) APPLICANT
18 shall comply with all of the terms and conditions of the Reclamation Plan together with the
19 Second Addendum to the October 2021 Reclamation Plan as one, fully-integrated First
20 Amended Reclamation Plan for the Project, including the Phase II Project, under the Agreement;
21 provided however, nothing contained in this Section 3 shall excuse APPLICANT from timely
22 performing Reclamation with respect to the Project, including the Phase II Project, if any portion
23 of the Project and/or the Phase II Project qualifies for Reclamation under the Agreement, and
24 (ii) APPLICANT agrees that all of APPLICANT's activities set forth in the First Amended
25 Reclamation Plan with respect to the Project, including the Phase II Project, shall be deemed as
26 requirements of APPLICANT under the Agreement, and are enforceable by COUNTY under the
27 terms and conditions of the Agreement.
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1 (b) APPLICANT covenants, and warrants to COUNTY that the First Amended
2 Reclamation Plan is internally consistent, and that the Second Addendum to the October 2021
3 Reclamation Plan does not conflict with, or create increases in costs greater than estimated
4 under, the original Reclamation Plan (i.e., excluding the Phase II Project), and vice-versa.
5 (c) Notwithstanding anything to the contrary in this First Amendment, nothing in this
6 First Amendment permits APPLICANT to delay, suspend, extend the time for, or otherwise
7 lessen APPLICANT's performance of any of its obligations under the original Agreement (i.e.,
8 excluding the First Amendment).
9 4. The Project
10 (a) All references in the Agreement to the "Project" are amended by this First
11 Amendment to mean the Project, including the Phase II Project, unless it is reasonably evident
12 from the context that the reference to the "Project" can only mean the Project excluding the
13 Phase II Project, or it is otherwise expressly stated herein. Such interpretation of the "Project"
14 and this First Amendment shall be made by the Parties with the intention that APPLICANT shall
15 fulfill all of its obligations under the Agreement, as amended by this First Amendment, and that
16 the County shall be entitled to enforce all of its rights and remedies under the Agreement, as
17 amended by this First Amendment.
18 (b) In order to clarify the Parties' original intent under the Agreement as of its Effective
19 Date, the following sentence at page 3, line 11: "This Recital G is subject to the provisions of
20 subsection 1(e) of this Agreement," is deleted and replaced with "This Recital I is subject to the
21 provisions of subsection 1(e) of this Agreement."
22 5. APPI.-ICANT's Obligations
23 (a) Compliance with Reclamation Plan.
24 APPLICANT agrees that all of APPLICANT's activities set forth in the First Amended
25 Reclamation Plan with respect to the Project, including the Phase II Project, shall be deemed as
26 requirements of APPLICANT under the Agreement, and are enforceable by COUNTY under the
27 terms and conditions of the Agreement. APPLICANT shall, at its own cost, fully perform and
28 comply with all of the provisions of the First Amended Reclamation Plan, including without
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1 limitation Section 5 (Decommissioning and Restoration Process) of the Reclamation Plan with
2 respect to the Project (including the Phase II Project) and Section 6 (Decommissioning Costs
3 and Financial Assurances) of the Reclamation Plan with respect to the Project (including the
4 Phase II Project, and decommission, dismantle, and remove the entire Project, including the
5 entire Phase II Project, and reclaim all of the , including all of the Phase II Property, to its pre-
6 project condition as an agricultural use-ready condition in accordance with all applicable codes
7 and regulations pursuant to the First Amended Reclamation Plan (collectively, "Reclamation")
8 within twelve (12) months of the earliest to occur of any of the following, as reasonably
9 determined by the Director:
10 (i) there has not been substantial development of the Project, including the Phase II
11 Project, within two (2) years following the COUNTY's Planning Commission's approval of, and
12 issuance to APPLICANT, CUP No. 3555;
13 (ii) the Project, including the Phase II Project, or a substantial portion thereof, has not,
14 following completion of construction of either the Project (excluding the Phase II Project) or the
15 Phase II Project, produced electricity for at least six (6) consecutive months within a twelve (12)
16 month period, or for three hundred sixty-five (365) non-consecutive calendar days within any
17 twenty four (24) month period, during the term of the Agreement;
18 (iii) the expiration or early termination of CUP No. 3555; or
19 (iv)thirty-five (35)years from the commencement of operation of the Project, in its entirety
20 (each of the foregoing subparagraphs (i) through and including (iv) is an "Event of Project
21 Cessation").
22 If there are any inconsistencies between the terms and conditions of the Agreement
23 (excluding the First Amended Reclamation Plan) and the provisions of the First Amended
24 Reclamation Plan with respect to the Project, including the Phase II Project, and/or the Property,
25 including the Phase II Property, such inconsistencies shall be resolved by giving precedence to
26 the terms and conditions the Agreement (excluding the First Reclamation Plan) over the
27 provisions of the First Amended Reclamation Plan with respect to the Project, including the
28 Phase II Project, and/or the Property, including the Phase II Property.
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1 (b) Notice to COUNTY.
2 (i) APPLICANT shall, within thirty (30) calendar days following completion of
3 construction of the Phase II Project, provide written notice thereof to COUNTY pursuant to
4 Section 5 of the Agreement, accompanied by a complete as-built site plan of the Phase II Project
5 in paper and digital Portable Document Format "PDF" or other format acceptable to COUNTY,
6 setting forth each location of the actually-constructed Phase II Project, provided however,
7 APPLICANT's failure to provide or delay in providing such notice, or as-built site plan to
8 COUNTY shall not prohibit COUNTY from exercising its rights and remedies under the
9 Agreement.
10 (ii) APPLICANT shall provide written notice to COUNTY pursuant to Section 5
11 of the Agreement, within ten (10) calendar days following the occurrence of any Event of Project
12 Cessation with respect to the Phase II Project, provided however, the failure of APPLICANT to
13 provide or delay in providing such notice shall not prohibit COUNTY from exercising its rights
14 and remedies under the Agreement.
15 In addition to the foregoing paragraph, upon COUNTY's written request to
16 APPLICANT, which shall be made in the manner for providing notice pursuant to Section 5 of
17 the Agreement, concerning whether there is any Event of Project Cessation with respect to the
18 Phase II Project, APPLICANT shall, not later than ten (10) calendars days after receipt of such
19 request, provide written responsive notice to COUNTY pursuant to Section 5 of the Agreement,
20 which responsive notice shall be accompanied by copies of, or electronic links to, the records,
21 so requested by COUNTY, concerning the status of the Phase II Project's development, and of
22 the Phase II Project's operation and electricity production. APPLICANT shall retain and maintain
23 such records for a minimum of five (5) years from their creation.
24 II (iii) APPLICANT shall create, retain, and maintain records of the Project and
25 Phase II Project, specifically showing their respective separate development, operation, and
26 electricity production.
27
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1 (c) Time is of the Essence.
2 It is understood that time is of the essence in the performance of all obligations under the
3 Agreement and the First Amended Reclamation Plan. Any reference in the Agreement to
4 "business days" shall mean COUNTY's business days.
5 (d) Pre-condition to Grading or Development Permits.
6 Notwithstanding anything to the contrary in this First Amendment, APPLICANT
7 understands, acknowledges, and agrees that prior to APPLICANT obtaining any Grading or
8 Development Permits from COUNTY with respect to the Phase II Project, or any portion thereof,
9 the following shall have occurred to COUNTY's satisfaction:
10 i. Pursuant to subsection 7(a) of this First Amendment, (1) APPLICANT,
11 COUNTY, and the Escrow Agent have entered into the First Amendment to Escrow
12 Agreement(as defined in subsection 7(a) of this First Amendment), and APPLICANT has
13 delivered such fully-executed First Amendment to Escrow Agreement to COUNTY, and
14 (2) by the terms of the First Amendment to Escrow Agreement, APPLICANT has
15 irrevocably delivered to the Escrow Agent the First Additional Increase to Cash Security
16 (as defined in subsection 7(a) of this First Amendment) for the Escrow Agreement, which
17 shall be in the minimum amount of Nine-Million, Four-Thousand, Five-Hundred,
18 Forty-One and 74/100 Dollars ($9,004,541.74), and, the Escrow Agent has given
19 COUNTY written confirmation of the Escrow Agent's receipt of such First Additional
20 Increase to Cash Security; and
21 ii. Pursuant to Section 9 of this First Amendment, the Recordation of the RE
22 Scarlet LLC Phase II Easement (as defined in subsection 9(e) of this First Amendment)
23 has occurred, as provided by and in compliance with Section 9 of this First Amendment.
24 (e) Further Construction or Development.
25 Notwithstanding anything to the contrary in the Agreement or this First Amendment, if
26 APPLICANT intends to construct any portion of the project described in CUP No. 3555 beyond
27 the scope of the Project addressed by the Agreement and this First Amendment, as described
28 in the First Amended Reclamation Plan as Phase I and Phase Il, APPLICANT understands,
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1 acknowledges, and agrees that the provisions of subsection 1(e) of the Agreement apply to such
2 further construction or development.
3 6. The Property
4 All references in the Agreement to the "Property" are amended by this First Amendment
5 to mean the Property, including the Phase II Property.
6 7. Additional Increase to Cash Security
7 (a) As further security to COUNTY for APPLICANT's faithful performance of all of its
8 obligations to comply with the First Amended Reclamation Plan, and the terms and conditions
9 of the Agreement, APPLICANT shall, and shall cause the Escrow Agent to, not later than five
10 (5) business days subsequent to the execution of this First Amendment by the Parties, enter into
11 the First Amendment to the Escrow Agreement ("First Amendment to Escrow Agreement")
12 among APPLICANT, COUNTY, and the Escrow Agent, as further required under Section 8 of
13 this First Amendment. Within three (3) business days following APPLICANT's, COUNTY's, and
14 the Escrow Agent's execution of such First Amendment to Escrow Agreement,APPLICANT shall
15 irrevocably deliver to the Escrow Agent the First Additional Increase to Cash Security for
16 deposit into the Escrow Agent's savings deposit account established under the Escrow
17 Agreement, which shall be in the minimum amount of Nine-Million, Four-Thousand, Five-
18 Hundred, Forty-One and 74/100 Dollars ($9,004,541.74). The amount of the First Additional
19 Increase to Cash Security is not a limitation on APPLICANT's obligations under the Agreement
20 or the First Amended Reclamation Plan.
21 (b) The First Additional Increase to Cash Security shall (i) comply with all of the
22 requirements of the Cash Security under Section 2 of the Agreement, and specifically all of the
23 requirements of an additional cash deposit under subsection 2(a) of the Agreement, (ii) upon
24 and after the irrevocable delivery of the First Additional Increase to Cash Security to the Escrow
25 Agent, (1) the First Additional Increase to Cash Security shall be treated the same in all respects
26 as the Cash Security, (2) the Cash Security together with the First Additional Increase to Cash
27 Security shall constitute the Cash Security, and the Cash Security shall continue to be subject
28 to all of the terms and conditions of the Agreement, with respect to the Cash Security, and the
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1 Escrow Agreement, and (3) the Cash Security may be used by COUNTY with respect to the
2 Project, including the Phase II Project, or any portion of the Project, including the Phase II
3 Project, due to any Event of Default, as determined by Director in his or her sole and absolute
4 discretion.
5 (c) APPLICANT understands, acknowledges, and agrees that the timing of the deposit
6 of the First Additional Increase to Cash Security does not alter the timing for APPLICANT's
7 performance of any of the requirements of Section 2 of the Agreement, including, but not limited
8 to, the requirement in subsection 2(b) of the Agreement, including further, but not limited to, the
9 requirement that not later than December 1, 2022, and December 1 of each year following the
10 Effective Date of the Agreement, APPLICANT shall, without the requirement of any demand or
11 notice by COUNTY, deposit additional cash necessary to cause the Cash Security to be
12 increased by a percentage equal to any annual increase in construction costs reflected in the
13 ENR construction cost index from October 1 of the previous year to October 1 of the then-current
14 year.
15 8. Amendment to Escrow Agreement; Escrow Agent's Acknowledgement
16 The First Amendment to Escrow Agreement shall be in a form and substance acceptable
17 to COUNTY and shall comply with the requirements of Section 2 of the Agreement. All
18 references in the Agreement to the "Escrow Agreement" (except for a replacement Escrow
19 Agreement required under Section 2(d) of the Agreement)are amended by this First Amendment
20 to mean the "Escrow Agreement, as amended by the First Amendment to Escrow Agreement,"
21 and all references in this First Amendment to "the Escrow Agreement" mean "the Escrow
22 Agreement, as amended by the First Amendment to Escrow Agreement," unless it is reasonably
23 evident from the context that the reference to"the Escrow Agreement"can only mean the Escrow
24 Agreement without being amended by the First Amendment to Escrow Agreement, or it is
25 otherwise expressly stated herein. Such interpretation of the Escrow Agreement and the First
26 Amendment to Escrow Agreement shall be made by the Parties with the intention that
27 APPLICANT shall, and shall cause Escrow Agent to,fulfill all of their respective obligations under
28 the Escrow Agreement, as amended by the First Amendment to Escrow Agreement, and that
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1 the County shall be entitled to enforce all of its rights and remedies under the Escrow Agreement,
2 as amended by the First Amendment to Escrow Agreement.
3 (a) Without limiting the generality of the foregoing requirements of the First
4 Amendment to Escrow Agreement, APPLICANT shall, and shall cause the Escrow Agent to,
5 enter into the First amendment to the Escrow Agreement among APPLICANT, COUNTY and
6 the Escrow Agent in compliance with the following major requirements of the First Amendment
7 to Escrow Agreement, which major requirements are not an exhaustive list of requirements for
8 the First Amendment to Escrow Agreement:
9 i. As required in subsection 7(a) of this First Amendment, APPLICANT shall
10 irrevocably deliver to the Escrow Agent the First Additional Increase to Cash Security for
11 deposit into the Escrow Agent's savings deposit account established under the Escrow
12 Agreement, which shall be in the minimum amount of Nine-Million, Four-Thousand,
13 Five-Hundred, Forty-One and 74/100 Dollars ($9,004,541.74), in US Currency, as an
14 addition to the Cash Security for the exclusive purposes of the Escrow Agreement;
15 ii. The Escrow Agent shall receive, and upon receipt immediately deposit, and
16 hold the First Additional Increase to Cash Security as part of, and in the same manner
17 as, the Cash Security only in the same separate savings deposit account established
18 under the Escrow Agreement for the exclusive purposes of the Escrow Agreement; and
19 iii. Within two (2) business days following Escrow Agent's receipt of the First
20 Additional Increase to Cash Security, the Escrow Agent shall give County written
21 acknowledgement of such receipt immediate deposit of the First Additional Increase to
22 Cash Security in such separate savings deposit account.
23 9. Delivery of RE Scarlet LLC Phase II Easement for Phase II Property
24 (a) To enable COUNTY PARTIES to immediate, reasonable access to the Phase II
25 Property for the Reclamation purposes contemplated by the Agreement, APPLICANT shall (if
26 APPLICANT owns any portion of the Phase II Property), and shall cause each of the owner(s)
27 of the Phase II Property, including any portion thereof or any rights, title, or interests therein, to
28 grant to COUNTY irrevocable non-exclusive reclamation easements over, under, on, and across
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1 each parcel of real property constituting the Phase II Property(collectively, the "RE Scarlet LLC
2 Phase II Easement"), regardless of whether APPLICANT or any other party is record owner of
3 any part of the Phase II Property, including any rights, title, or interests therein. To that end,
4 APPLICANT promises, covenants, and warrants to COUNTY that, as of the Effective Date of the
5 First Amendment, APPLICANT is the sole fee owner of the Phase II Property described in
6 Exhibit C-3 ("Form of RE Scarlet LLC Phase II Easement"), which is attached hereto and
7 incorporated herein by reference. The RE Scarlet LLC Phase II Easement shall, in the sole and
8 absolute direction of COUNTY, be sufficient in its scope, form, substance, and legal description
9 to allow COUNTY PARTIES to undertake and complete the Reclamation of the entire Phase II
10 Project and all of the Phase II Property as provided in the Agreement, and shall have the scope,
11 be in the form and contain the substance and legal description of, the RE Scarlet LLC Easement,
12 set forth in the Form of RE Scarlet LLC Phase II Easement.
13 (b) Any reference to "Encumbrances" in the RE Scarlet LLC Phase II Easement shall
14 mean, in its context, liens, encumbrances, covenants, conditions, restrictions, reservations,
15 contracts, leases, licenses, easements, rights of way, rights of possession or occupancy, or any
16 third party interests, of any kind.
17 (c) The Parties acknowledge and agree that the RE Scarlet LLC Phase II Easement
18 provides, among other things, that the RE Scarlet LLC Phase II Easement is subject only to all
19 superior matters of title on the Phase II Property, which have been recorded against the Phase
20 II Property in the official records of the Fresno County Recorder prior to the Effective Time and
21 Date (as defined in the RE Scarlet LLC Phase II Easement, hereinafter, the "Phase II Effective
22 Time and Date"), including without limitation any and all Encumbrances so recorded prior to the
23 Phase II Effective Time and Date, provided however, APPLICANT represents, covenants, and
24 warrants to COUNTY therein that notwithstanding anything to the contrary in the RE Scarlet LLC
25 Phase II Easement, (i) as of the Record Title Date and Time (as defined in the RE Scarlet LLC
26 Phase II Easement), the Phase II Property was free and clear from any and all agreements,
27 instruments, or documents, whether unrecorded or recorded against the Phase II Property in the
28 official records of the Fresno County Recorder, that allow, grant, confer, convey, ratify, confirm
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1 (or otherwise promise or agree to any of the foregoing), or create or assert any claim to any right,
2 title, or interest in or to the Phase II Property, or any portion thereof, including without limitation
3 any and all Encumbrances, that unreasonably interfere or would unreasonably interfere with the
4 RE Scarlet LLC Phase II Easement, and the rights granted therein, (ii) the Groundwater
5 Easement, as recorded in the official records of the Fresno County Recorder on the Groundwater
6 Easement Record Date and Time (each as defined in the RE Scarlet LLC Phase II Easement),
7 does not allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the
8 foregoing), or create or assert any claim to any right, title, or interest in or to the Phase II Property,
9 or any portion thereof, that unreasonably interferes or would unreasonably interfere with the RE
10 Scarlet LLC Phase II Easement, and the rights granted therein, (iii)the easements and crossings
11 reflected in the Second Addendum to the October 2021 Reclamation Plan with respect to the
12 Phase II Property are the only rights, title, or interests in or to the Phase II Property that may
13 impact the RE Scarlet LLC Phase II Easement, and the rights granted therein, provided however,
14 such easements and crossings do not unreasonably interfere and would not unreasonably
15 interfere with any of COUNTY PARTIES' immediate, reasonable access to the Phase II Property,
16 including any portion thereof, in accordance with the limited purpose of the RE Scarlet LLC
17 Phase II Easement, and (iv)APPLICANT has not, since the Record Title Date and Time, allowed,
18 granted, conferred, conveyed, ratified, confirmed (or otherwise promised or agreed to any of the
19 foregoing), will not, allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree
20 to any of the foregoing), and will prohibit any person or entity from creating or asserting any
21 claim to, any right, title, or interest in or to, the Phase II Property, or any portion thereof, including
22 without limitation any and all Encumbrances, that unreasonably interfere or would unreasonably
23 interfere with the RE Scarlet LLC Phase II Easement, and the rights granted therein, and in the
24 event of such unreasonable interference, APPLICANT shall, at its own cost, promptly, to the
25 extent reasonably necessary, eliminate or modify such unreasonable interference to the
26 reasonable satisfaction of COUNTY, so that such interference is only a reasonable interference
27 with the RE Scarlet LLC Phase II Easement, and the rights granted therein; provided however,
28 COUNTY acknowledges that APPLICANT may not disallow or prohibit a governmental authority
First Amendment to Solar Project Reclamation Agreement
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DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 from exercising its sovereign right of eminent domain, and therefore, no representation,
2 covenant, or warranty is given in the RE Scarlet LLC Phase II Easement as to the disallowance
3 or prohibition of such governmental authority's exercise of such right.
4 (d) COUNTY agrees that any Reclamation by any of COUNTY PARTIES on the Phase
5 II Property under the RE Scarlet LLC Phase II Easement shall not destroy, damage, or endanger
6 any of the water pipelines, or other third party infrastructure, including the fixtures, devices and
7 appurtenances for such water pipelines and/or such other third party infrastructure (collectively,
8 the "Water Pipelines and Third Party Infrastructure"), which are or will be located within any
9 of the areas covered by any third party easement and/or the Groundwater Easement(as defined
10 in the RE Scarlet LLC Phase II Easement) within the Phase II Property, as reflected in the
11 Second Addendum to the October 2021 Reclamation Plan, provided that for any such Water
12 Pipelines and Third Party Infrastructure that are or will be below the surface of the earth, such
13 Water Pipelines and Third Party Infrastructure shall, at the time of such Reclamation on the
14 Phase II Property by any of COUNTY PARTIES, be located at a reasonably-safe depth below
15 the surface of the earth.
16 (e) Within two (2) business days following the Parties' execution of this First
17 Amendment, COUNTY shall provide APPLICANT with an execution-ready form of RE Scarlet
18 LLC Phase II Easement, in substantially the form attached hereto as Exhibit C-3, and following
19 receipt thereof, APPLICANT shall promptly deliver to COUNTY such executed RE Scarlet LLC
20 Phase II Easement, in recordable form, and upon COUNTY's receipt thereof, COUNTY is
21 authorized to immediately record, and shall promptly record, the RE Scarlet LLC Phase II
22 Easement in the official records of the Fresno County Recorder, and the date of such recordation
23 of such RE Scarlet LLC Phase II Easement shall be deemed to be the completion of the
24 recordation of the RE Scarlet LLC Phase II Easement ("Recordation of the RE Scarlet LLC
25 Phase II Easement"). COUNTY shall promptly provide APPLICANT a copy of the receipt of
26 such recordation.
27 (f) Notwithstanding anything to the contrary in this Section 9, the provisions of this
28 Section 9 are subject to the provisions of subsection 1(e) of the Agreement.
First Amendment to Solar Project Reclamation Agreement
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1 10. Additional Events of Default
2 This Section 10 shall not be construed to limit in any way the interpretation or application
3 of the term "Event of Default," as that as that term is defined in and used for any purposes under
4 the Agreement, with respect to any term or condition of the Agreement or this First Amendment.
5 Event of Default, as that term is defined in and used for all purposes under the Agreement, shall
6 also include the occurrence of any one or more of the following events:
7 (a) Any event occurring or information becoming known that makes untrue any
8 APPLICANT representation, covenant, or warranty to COUNTY under this First Amendment;
9 (b) APPLICANT fails to enter into, or fails to cause the Escrow Agent to enter into, and
10 deliver to COUNTY the First Amendment to the Escrow Agreement among APPLICANT,
11 COUNTY, and Escrow Agent as required under subsection 7(a) of this First Amendment;
12 (c) APPLICANT fails to make the irrevocable delivery of the First Additional Increase
13 to Cash Security for the Escrow Agreement with the Escrow Agent as required under
14 subsection 7(a) of this First Amendment;
15 (d) APPLICANT fails to create, retain, and maintain records of the Project and Phase
16 II Project, specifically showing their respective separate development, operation, and electricity
17 production as required by subsection 5(b) of this First Amendment;
18 (e) The failure of APPLICANT to pay, or cause to be paid, when due, all property
19 taxes and assessments, and any penalties or interest thereon, that are a lien on the Phase II
20 Property;
(f)21 Any failure of the RE Scarlet LLC Phase II Easement (as defined in subsection
9(a) of this First Amendment), which is required and provided under Section 9 of this First
22
Amendment, to remain in full force and effect according to its terms and conditions and
23
recorded against the Phase II Property (as defined in recital H of this First Amendment) in the
24
official records of the Fresno County Recorder;
25 (g) Any breach or default by APPLICANT, including any event occurring or
26 information becoming known that makes untrue any APPLICANT representation, covenant, or
27 warranty to COUNTY, under the RE Scarlet LLC Phase II Easement (as defined in Section
28 9(a) of this First Amendment);
First Amendment to Solar Project Reclamation Agreement
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1 (h) Any person or entity creating or asserting any claim to any right, title, or interest
2 in or to the Phase II Property, or any portion thereof, unreasonably interferes or would
3 unreasonably interfere with COUNTY's rights under the Agreement, this First Amendment,
4 and/or rights granted under the RE Scarlet LLC Phase II Easement (which is provided and
5 required under Section 9 of this First Amendment). So long as APPLICANT is not concurrently
6 in default under any subsection of Section 3 of the Agreement or another subsection of this
7 Section 10, APPLICANT shall be allowed a period of sixty (60) calendar days to cure such
8 default under this subsection 10(h) after COUNTY provides written notice to APPLICANT
9 pursuant to Section 5 of the Agreement that APPLICANT is in default under this subsection
10(h), provided further however, and so long as APPLICANT is not in concurrently in default
10
under any subsection of Section 3 of the Agreement or another subsection of this Section 10, if
11
the nature of the default is such that APPLICANT cannot reasonably cure the default within
12
sixty (60) calendar days, APPLICANT shall have an additional reasonable time to cure, upon
13
APPLICANT providing written notice thereof to COUNTY pursuant to Section 5 of the
14 Agreement stating the reason therefor, subject to APPLICANT commencing to cure within the
15 sixty (60) calendar day period and diligently pursuing the cure to completion and completing
16 the cure not later than one hundred twenty (120) calendar days, or such later number of days
17 as agreed in writing between the Director and APPLICANT before the expiration of such one
18 hundred twenty (120) calendar day period, from the date of such COUNTY notice to
19 APPLICANT pursuant to Section 5 of the Agreement that APPLICANT is in default under this
20 subsection 10(h).
21 (i) APPLICANT breaches any term, condition, or covenant of the Agreement, or
22 otherwise fails to comply with any requirements of the Agreement.
23 11. Entire Agreement
24 The Agreement constitutes the entire agreement between APPLICANT and COUNTY
25 with respect to the subject matter of the Agreement, and supersedes all previous agreements,
26 negotiations, proposals, commitments, writings, advertisements, publications, and
27 understanding of any nature whatsoever unless expressly included in the Agreement. In the
28
First Amendment to Solar Project Reclamation Agreement
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DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 event of any inconsistency in interpreting the documents which constitute the Agreement, the
2 inconsistency shall be resolved by giving precedence in the following order of priority:
3 (1) First, the Form of RE Scarlet LLC Easement (Exhibit C-1), the Form of Westlands
4 Easement (Exhibit C-2), and the Form of RE Scarlet LLC Phase II Easement(Exhibit C-3), all of
5 which shall have equal priority among themselves;
6 (2) Second, the text of the Agreement (excluding Exhibit A, Exhibit B, Exhibit B-1, Exhibit
7 C-1, and C-2, this First Amendment, and Exhibit A-1, Exhibit B-2, and Exhibit C-3);
8 (3) Third, the Legal Descriptions of the Property (Exhibit B-1) and the Legal Descriptions
9 of the Phase II Property (Exhibit B-2), all of which shall have equal priority among themselves;
10 (4) Fourth, the Second Addendum to October 2021 Reclamation Plan (Exhibit A-1);
11 (5) Fifth, the Reclamation Plan (Exhibit A), provided however, DUDEK's Scarlet Phase 1
12 Solar Project Decommissioning Cost Estimate therein, dated June 1, 2022, including Appendix
13 A thereto, shall supersede DUDEK's Scarlet Phase I Solar Project Decommissioning Cost
14 Estimate therein, dated October 14, 2021, including Appendix A thereto; and
15 (6) Sixth, the Map of Parcels Subject to CUP No. 3555 (Exhibit B).
16 12. General Provisions
17 (a) This First Amendment shall become effective on the Effective Date of the First
18 Amendment, except for subsection 4(b) of this First Amendment, which shall become effective
19 retroactive to the Effective Date.
20 (b) Upon the Effective Date of the First Amendment, the Agreement and this First
21 Amendment shall together constitute the Agreement, except for subsection 4(b) of this First
22 Amendment, which shall become effective retroactive to the Effective Date.
23 (c) The Agreement is ratified and continued according to its terms and conditions. All
24 provisions of the Agreement not amended by this First Amendment remain in full force and effect.
25 (d) The Parties hereby acknowledge that they and their respective counsel have
26 cooperated in the drafting and preparation of this First Amendment, for which reason this First
27 Amendment shall not be construed against any Party as the drafter hereof.
28
First Amendment to Solar Project Reclamation Agreement
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1 (e) Each Party represents and warrants to the other Party that such Party is duly
2 authorized and empowered to execute, enter into, and perform its obligations set forth in this
3 First Amendment, and that the individual signing this First Amendment on behalf of such Party
4 has been duly authorized to execute this First Amendment on behalf of such Party, and will, by
5 signing this First Amendment on such Party's behalf, legally bind such Party to the terms,
6 covenants, and conditions of this First Amendment. Each Party further represents and warrants
7 to the other Party that no other person or entity is required to give its approval or consent to this
8 First Amendment in order for such Party to authorize, enter into, and perform its obligations
9 under this First Amendment, or that if such approval or consent to this First Amendment is
10 required, that such approval or consent has been obtained.
11 (f) The Parties agree that this First Amendment may be executed by electronic
12 signature as provided in this subsection 12(f).
13 i. An "electronic signature" means any symbol or process intended by an
14 individual signing this First Amendment to represent their signature, including but not
15 limited to (1) a digital signature; (2) a faxed version of an original handwritten signature;
16 or (3) an electronically scanned and transmitted (for example by PDF document) of a
17 handwritten signature.
18 ii. Each electronic signature affixed or attached to this First Amendment (1) is
19 deemed equivalent to a valid original handwritten signature of the person signing this First
20 Amendment for all purposes, including but not limited to evidentiary proof in any
21 administrative or judicial proceeding, and (2) has the same force and effect as the valid
22 original handwritten signature of that person.
23 iii. The provisions of this subsection 12(f) satisfy the requirements of California
24 Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act
25 (California Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
26 iv. Each party using a digital signature represents that it has undertaken and
27 satisfied the requirements of California Government Code section 16.5, subdivision (a),
28
First Amendment to Solar Project Reclamation Agreement
Page 19 of 21
11
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 paragraphs (1) through (5), and agrees that each other party may rely upon that
2 representation.
3 V. This First Amendment is not conditioned upon the parties conducting the
4 transactions under it by electronic means and either party may sign this First Amendment
5 with an original handwritten signature.
6 (g) This First Amendment may be executed in one or more original counterparts, all
7 of which together shall constitute one and the same agreement.
8
9 (Signatures on following page.)
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
First Amendment to Solar Project Reclamation Agreement
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1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
2 executed as of the Effective Date of the First Amendment.
3 OWNER: COUNTY:
RE Scarlet LLC, County of Fresno,
4 a Delaware limited liability company a political subdivision of the State of California
5
6 �
Sandhya Ganapathy Sa ter , Chairman of the Board of
7 Chief Executive Officer Su is of the County of Fresno
8 august 15, 2023
Date: Date:
9
10 D..�^°r- ATTEST:
_ ' + BERNICE E. SEIDEL, Clerk of the Board of
11 Kris Cheney, Executive Vice President Supervisors, County of Fresno, State of
, California
12 West, Central, and Environmental Affairs
august 15, 2023 11II
13 Date: By:
Deputy
14
15 055o ,a.
16 FOR ACCOUNTING USE ONLY
17 Funds to be held under Escrow Agreement with United Security Bank, N.A., as amended. If
funds are to be withdrawn from escrow by COUNTY deposit as follows:
18
ORG No
19 Account No.
Fund No.
20 Subclass No.
21
22
23
24
25
26
27
28
First Amendment to Solar Project Reclamation Agreement
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DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 EXHioIT A-1
2 Second Addendum to October 2021 Reclamation Plan
3 (See Attached.)
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
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20
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First Amendment to Solar Project Reclamation Agreement
Page A-1-1
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Scarlet Solar Energy Project
Second Addendum to Reclamation Plan
Prepared for
Fresno County Department of Public Works and Planning
Development Services Division
2220 Tulare Street, 6th Floor
Fresno, CA 93721
Prepared by
HELIX Environmental Planning, Inc.
11 Natoma Street,Suite 155
Folsom, CA 95630
July 2023 1 03062.00001.001
Page A-1-2
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
This page intentionally left blank
Page A-1-3
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
TABLE OF CONTENTS
Page
1. AMENDED NOTES..........................................................................................................................1
2. SCARLET SOLAR PROJECT DECOMISSIONING COST ESTIMATE (Revised June 23, 2023) ............2
3. SCARLET PHASE II SOLAR PROJECT CROSSING MAPS.................................................................1 1
4. SCARLET PHASE II SOLAR PROJECT CROSSING TABLE.................................................................16
Page A-1-4
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 .0 AMENDED NOTES
The Reclamation Plan,accepted on October 28,2021,may be revised to state that a majority of the project
site is presently owned by RE Scarlet LLC,a wholly owned subsidiary of EDP Renewables North America LLC.
The Reclamation Plan may also be revised to state that the decommissioning costs by task are presented in
Appendix B for solar,battery storage,and associated facility development,referred to as Phase I and Phase II
of the project.
Page A-1-5 1 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
DUDEK
1701 WESTWIND DRIVE,SUITE 227
BAKERSFIELD,CALIFORNIA 93301
T 661.20&4127
Mr. Ejaz Ahmad, Planner June 23, 2023
County of Fresno
Development Services Division
220 Tulare Street,Sixth Floor
Fresno, California 93721
Subject: Scarlet Phase 1+11 Solar Project Decommissioning Cost Estimate
Dear Mr.Ahmad,
At the request of Madison Novak of EDPR, I have reviewed the attached cost estimate. Methodologies for
determining quantities and costs appear appropriate based on the Project Decommissioning Plan provided and
based on the Fresno County Reclamation Plan Cost Estimate Guide. I find this cost estimate to be reasonable
based on current pricing standards of the construction industry.
Please do not hesitate to contact me at 760.685.0735,or at cgreely@dudek.com should you have any questions.
Sincerely,
4r;
Charles Greely, PE, L AP,QSD
Principal Engineer I+1w Mr"
d y No.69i1D5B �i 1�I r i , 06 ,f�*
Att.: Decommissioning Cost Estimate �;ti �D 24 ff
Excel SpreadsheetC!V t�
2of17
DUDEKCOM
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Appendix A
Scarlet Phase I + II Solar Project Decommissioning
Cost Estimate
Page A-1-7 3 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Table 1:Decammissi-itte Cost summary Table
DW ntling Ova[an ms
Imeamr Ampr[wbrl„mamr
ttemaaN TerWS/Wlmxf TarWxaaraAn�a,fpAa prnond TNy A�1,ge E OWAery $/A1wM AbnW TOM labar•Map EgWamenr Fmr
Saar PhvtvwkYcMdub/Penh $ 1,23 9N.o0 S 66,9Am
NeMrklan dneMlNxICbMKanatlkmaetls mddNe 6 5 66d1 f00a 5 391.aM.aO
5 1,3ak91a.m
General bbeH dkmwmts modWes and Iktlus ,b 6 5 61 11 t10.m
Emdpment aperororWAlxf kl to fraM f nra bamaxt truck I 5 a1.39 saoa 5 95a.0a 4 1 5250= $L089.W Ia S 1;49A.m
aaaa alvduha•C-W..,
11.t b4 SW HtMkbn de W.-dretdM alrewmetr a6S
t .W.jrwn dhbthaten,W.m aa,-.1.aad-opMakM,
Hmmwl 4 S 6441 Ida 5 15,952.80
GenerplbbmrrpyamKrrwdrartalauweMetbn,freer sEs emedner S np55110
J-W1.4ebedrttk WPeAlmnakm i"00aaeW swpvrr
,r Iunrs 6 61.31 3W $ 14391W
[4Wpmenl Opero(HWIIm 1 91S] Ia0 $ JAXK. 2 i$ 15a.m S Id00 I s 122N.
f apeatarWWez red 3 $ eL61 700 S 1 saw 1 $ 15o.W 5 L030.00 1 S
SWn Rath Sbuawn S 2]Wm 11M
ararol bbaervMaRsdd atswfsembkf 6 $ 6L31 260 S 9'W'.W S 24143m
Eaw-,maparafvr W3/Hf erdlmder 1 $ I.61 2w S 14022.40 I Is 150.W S Lamw 1 S Z31aco _
5taa1 pp. $7 m I $ 962AM
&.,Wbbenr rea-al 7 S OL31 t000 $ 61.32&W $ 96,4Am
bvmMaperdMWllm 1 $ Jd37 3W s 91LOa 1 mw I sumw r1 9
imw[ 1 695m I0.00
bemra/labpreatro[Msfemrad oggrc 1N I $ 6131 !00 $ MUM { 27,10sm
E4WpmenfapnvbrWElfn(p�(4�(b pWl4rdbadJtnappstr) 4 S 6L60 Jim S $761A0 a 5 moo S L03aw I 2,31aW
Ruda S IOU- mw
L WP,AeM 1m W4Hf { e7.6{ Sh0$ S 011.40 A
Fwilhln.Wien Intldln OeMM M1 I 1 916m $ 76$00
General kb- ,)b-t tlemalirlon 6 $ 6L31 a0 S 4,90a.Rp $ 1;6mm
Ewi-I apnatoru -c,4 OuFm- ] S aA6d x S 71cum I IT 15O.M I s Lamw 1 aS s 763A7
S,bwatbn(et.nYrmwn,sA1Wa4,hueWiea,rm kb ait peb,tad Smudin
aawaWbuaa adwtndwnbNaK 3map na00
EOWpmrnr OpeMror Nlllxf EmaLf wwdbNkbwad dlhrfNMikal
___items(indwiagsnattma)- _ 1 $ 91$3 140 $ _ 11967.M 1 S 150.m S 4314a7 15 $ 4724.W $ a1•oMlO
Gmrrolbhme nmovN ODs f'M troM/armH,uMlm/aeMdYde
metbWvn formminq rmbpo�er rnmJ,9afheR[46krad
daas,embk)mefW smRtw< 6 S 613] 300 5 139).0a
Lwcnte Feudatlw,(IMYaaa t6,tranlMnar,whautbn abutlurc,battery
canUbenaM OlM Waan6 aaPpvnl $ 31936.w $ 765.W
Grnrrallp6arrper/pant tlrmdi a L 4 Is 61.11 80 5 4,-LW 1 $ 12,661m
fOWpmen,oprrdror ufiircf d� I 5 176d 80 5 OS $ MAU
Mks $ �A2
1 IMM
5 61.31 3m s 1 s 150.0a s 1,axim z $ Zmaw S sumac
Fgwpmenfdpetaw"dut,Erin[wkfrMepdmOWOffhewawd 1 $ ad03 3m 51 5 ZSa.Oa 5 4316m 1 $ 48eL00
dsmantlln DaMdnlCmn 11O
bbarm.t Maprfwba,rarrar
Amewf q
haa�l TaMS/W RaM1t TNW NawJAmew Aa Pu,4aM TatW E I M OYhary 5/MonM MwrM 7atd Lphpf•Mr)H[gW/mwr(qt
ud.vdwaCaduetae ad msrataWtutbnaulsaa 14w1 t l,73130
CrMral bbaerwlk uNe 1 S 6L31 w S 3.01m -
FpWpmeMOpnvrorWllHs I S 11.3f fb 488140 1 $ 250.00 5 L065m OS 5 L29L50 S 1473530
EpWpmrn1 ME u.,tffk I S sa65 w 4]Aa0 1 S Ow S L3NW a5 1 5 LM200
Abvn6rWnd Ceduttvn ad M,asan6wSupport fAbka $ 1 620 5 L0373a
Gme.olla6aer rcmovet[ddatrdR from hmNramRtWm 2 $ 61.33 1D S L67d 60 $ 14enm
FpWpment aprroror uNYN 36 I $ 11.39 60 $ A,ld3.dO 1 S 750.00 S LOas.m OS 5 L1913,
F4WOmenl W-1.,urlim t Jr 5 17.6a d $ 5.I5840 1 $ 15a.W S LOJa00 1 0.$ 5 763.m
pawa,Con9MbnSWws naosnblsse Invemr/brnlameruNtal I IAO 4566m
Prcrrkfwtleenerpim rir[Wtradrrmvves krmlwriom 1 5 -71 100 $ 4m7..00 S 242Qm
Geardb6are wk adremmpt cadwt I 5 61.311 41311w
EpWpmentrperaror uNkes[fD0[ropbbin truck _ _ 1 S Y.03 _.. 1_W _S AMA OO I '�5 MM_ S 431600 11 S 4s66O0
bed anYt OlsemnrR Svachn $ 9iSt0 S MIN
ORhkbn de<ner mdr[WK andremmm temiarbm 1 $ 66a7 Fa 5 46710 $ 14690.10
Generollabmn rWr[oduir/wke 1 S 61.31 60 5 L67d60
E4Wpment4peroror utdlM rdL+�drr 1 $ 1L61 60 5 S,15dI0 1 5 .1 5 403aa0 1 OS 1$ 7w.w
Matlwd ElmukY W t beldl ..rrtaR.dta..dntse.tbml 5 1LUS20S 2$0.W
Ekerrkbndeannplm tlHWKadrtmwR remlafrom 3 5 Tdl7 ® $ 9D620 $ lAITSAa
C-1 lahwrr- aalaiLvbe I $ 61.32 60 5 6110
neapearofW9un I 5 aLu 611 5 15840 1 1 5 1 w I 400.0a I aS S lfaa
MV Ynder{rood LaaetOw U61b5(3as kpl $ 34259 5 A499.Sa
GeM,PllandrHa -O.adtads Onfmklift 1 5 61.31 a 5 3,6146a
EpuipmmrOpearorutdim I I 5 d139 f0 $ 4,113.10 1 S 250.tla 5 1,aas.11a OS 5 L-s,, 5 147"m
Cpaipnent ppearorWdltes $ lL61 fA $ 5,13140 1 s ISa.aa $ LOm.w as 5 165.m
E4Wpmentmrraror Wlim eerouafe. $ 9a65 FA $ S,r39.00 1 5 -ml s 23-W 1 5 Ldd1m
Abar -d LablM Paddia,eeJ.tttr.meRHldnikte) S 17 R $ 4300.50
FMtfrkM datwrAxK[a6ba 1 5 EH47 6p 5 3,91aM
E nr raroruaues .1-tabkfo Me rwd 1 s la03 05 911Ll0 I 5 150.LO 5 43140p 0.$ S ,Zd(xm t 21.53I3a
GN wt.6,e,m caw 2 5 diij ® 5 67aE0
apa,dbrW ors i ro 1 aL39 0 5 411A40 zom 1 04 11L
SRa R-1 Mrtentlpn
taaerTae MHarrp,bmem aar
Amaerq
MroM iourl$/WRaM1I TaMlbxaARWpA6 pwtwM TaM E Od $JMwM IuanrM Tyrol Itrbw.Mq'or[4Wtmnnt fact
PaLtaan[of 3!H lak.rerrar.nw ad rlmor 1 W.acetone nta vrfW and
laat4ni-1 131.w $ 2am t 0,455_m
Grmrdl ope atm Wllm Qder 1 $ 61.31 im s 4131.00 I Is 400.m 5 291d.o0I I 5 4,31d.m
she PeheMldtlw Rrtelad ar.a ' t 31.m - $ 10S.29LIS
Gene area Wt 6 $ I. S 4131a0 S
GL31 IIl,QL35
5 105,191.35
daWlm ad DislwsaLlRb"di t!
Raupp Cmt 0%maml%et9tllnp fat
�� alyP+d/NerNllro Rate($/nq
pHarY W hr TwapH inxk TdaprraoY TOM WdaM(1w1 TamJ TvrolNwPnpsa/spmW faK
GeaMRWuse' S L4sa00 15,"S.w 24 4 S L1947126a 5 I6.]5 >5445-10 ;7S2DI$15a4r 3.]1A,e6935
w 48,,M453 $ 50.00 45,a51.112251,Sdala
S 3A0k142.a3
PmNet Adminhandw F A
-tyAd"maative Lay Mdaii urvicat,pnpratlan glad place usd
apeca,<w1nRARwlopnumt andewrdML proJectnr,naenwntrrd ttemdvMn6 0
S 10.om.o0
aattaraJ
A16TOTAL S 9,079,815.43
LmMI{wlryllsJy $ 1,361,972.32
TOTAL $ 10,441,787.74
L EfrbnaH fe)rrrn use afprrwlbnp Ra9r svkt
L ENkafe mfumrf approelmdM1ly5.l rorolsabrpaMldbmenrlbpbbmlwnpe apprmimaretobrporrelYmpan onePPe(oppotinWe7lroblfobrpd,rl alunanNOgbhOrmbeWeper[obrpanelf.
3. ENbafemwmn appAdmarWy9f roro16mMrasmondlrO bhvrhav,trf 4pprodmoh bdnnylmpatt abeo9e(trope[vYnaMY3.lnMbmkrydlsmanrarpbadrhoun Rrbaderyewrolrc f.
4 E,rbwfe at lhat-458 of the We(aP,,aah NNy4,m9anR)n ff rmWrrtrrdim Wrhv terdmV mpfnkl tmt OfappaakwrHr$SIS/xR.
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4 IN,dhpmW1,-1dhp dK ad-a.-ldf.Mk nNrMe k bnteda112.35Fort A��enuc,Fea,CA91725.E,=mrs4w ddm,h347MMa"MAMCantua aM,U 936DR Mlot It Malen am In raW 2 WW rermr kOIW-nw mnsmnansport mmerld to rlr prryeft"the.11-dwstro
pdPPef kuek per day 4$1.M and 06mmM ramwr ma11t 241-Ow Mph 4ppr9~"313-1-fivm lht Prof- ra dsrfddary(apprmlmerek45-,%).It mswerd the 2 rapt 11 mahperday.OdpasW/R,WhM,&khm,dm rstiariore rrcekMl mmde19Hnnn-
G-ral Netm N.Mhww wk.0-terld,It assumed/a Nw A,tbaH 61M,m a direR-Gras a,.-unk emt.
Page A-1-8 4 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Table 2:Material Estimated Weight Summary Table
Total Weight of General Refuse(ton) 75,445.10
Total Weight of Distribution Medium Voltage Overhead Poles(ton) 50.00
Total Weight of Distribution Poles(Ib) 100,000.00
Weight of each Distribution Pole ON 10,000.00
Number of Distribution Poles 10.00
Total Weight of Transmission Line Poles(ton) 131.10
Total Weight of Transmission Line Poles(lb) 262,200 00
-Pole 1A Weight(Ib) I 4,300.00
------ ---------------------
PalelB Weigh t(Ib) ----------�--�----4,350.00
------ ------------------------------------------------------------------`-------'-- - ----
-Pole I c Weight(lb) 4,300.00
Pole 2A Weight(lb) 3,750.00
-----------------------------------------------------------------
--------------------------------------*----------------------
Pole 28 Weight(lb) 3,750.00
- ------ - ---- --- --------------------------------------------------------------f--------------------
_ -Pole 2C Weight(Ib) 5,450.00
-Pole 3 Weight(Ib) 12,600.00
-Pole 4 Weight 1b)-----
( -----------------------------------------------------------------4--- - - 11_900A0
Pole 5 Weight(Ib)
- I 12,600.00
Pole 6 Weight(lb) 11,900.00
Pole 7A Weight(Ib)
------- - - ----------------------
--------' - -'-- -- - ---
------------- 3,750.00
------------P-o-e 7B Weight#bJ 3,750.00
Pole 7C Weight(IbJ 1 5,500.00
- ---------"'----------------------------------------------..--------' _.....
-- --Pole 8 Weight(IbJ 13,230.00
--- ---Pole 9 Weight(Ib) 13,230.OD
Pole 10 Weight(fb) I 13,230,00
-----------------------------------------------------------------------------------------f----------------------
Pole 11 Weight(IbJ 12,600.00
_----- - Pole 12 Weight(Ib) 13,230.00
Pole 13 Weight(Ib) 13,230.00
-
---------------------------------------------------------------4--- --
Pole 14 Weight(!b) 12,600.00
------------ -
Pole 15 Weight(Ib) 12,600.00
-------------
--- -Pole 16 Weight(Ib)-----..._
Pole 17Weight(lb) t 12,600.00
--------------------------------------------------------------------f----------------------
----------Pole I8AWeight(lb) 6,000.00
- - --Pole 18B Weight(lb) 7,950.00
---"-- '-'--`-----------------------------------------------------------•- --- - --
-Pole ISCWeight(Ib) 6,D00.00
- "" ------- --+
Pole 19 Weight(lb) I 12,600.00
--------------------------------
------------------------------------------- -----------------------------------t----------------------
Pole 20 Weight(Ib) 12,600.00
Total Weight of O&M Building(ton) 21.50
Total Weight of 0&M Building(lb) 43,000.00
Total Weight of Control Building(ton) 33.08
Total Weight of Control Building(Ib) 66,152.00
Total Weight of Piles(ton) 12,701.97
Total Weight of Piles(Ib) 25,403,939.20
Total Weight of Pile Type W6x2511.5'(Ib) 1,046,500.00
Number of Pile Type W6x2511.5' 3,640.00
Total Weight of Pile Type W6x2511.5'(Ib) j 287.50
-----------
- - ------------------------------- -Total Weight of Pile Type W6x1530.5'(Ib) 7,117,110.00
Number of Pile Type W6x1510.5' 45,188.00
Weight of pile Type W6x1510.5'(Ib) 157.50
--------------
Total Weight of Pile Type W6x2012.5'(IbJ 1,783,750.00
Number of Pile Type W6x2012.5' 7,135.00
Total Weight of Pile Type W6x2012.5'(Ib) 250.00
-------------------------------------------------------------------
Total Weight of Pile Type W6x8.511'(Ib) 20,570.00
Weight of Pile Type W6x8.511'(Ib) 93.50
Number of Pile Type W6x8.511' I 220.00
------------------------------------------------------------------•--------------------
Total Weight of Pile Type W6x1512'(Ib) 143,280.00
Weight of Pile Type W6x1512'(1b) 180.00
--- --Number of Pile Type W6x1512' 796.00
--------------------------------"'-----._.--------------------i---------------------
Total Weight of Pile Type W6x1511'(Ib) 66,660.00
Weight of Pile Type W6x1511'(lb) 165.00
-Number of Pile Type W6x1511 qpq 00
--- --------------------------------------------"'---------------?----------------------
Total Weight of Pile Type W6x1210.5'(1b) 874,944.00
Weight of Pile Type W6x1210.5'(lb) 126.00
-Number of Pile Type W6x121a5' 6,944.00
--------------------------------------------------------•------ --- ---
Total Weight of Pile Type W6x1212.5'(Ib) 5,400.00
Weight of Pile Type W6x12 12.5'(1b) 150.00
-Number of Pile Type W6x1212.5'- 36.00
------------ ----- ------- ------- - - ---"---
Total Weight of Pile Type W6x8.510.5'(Ib) 35,343.00
Weight of Pile Type W6x8.510.5'(Ib) 89.25
Page A-1-9 5 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Number of Pile Type W6x8.510.5' 396.00
---------------------------------------- ------------------------- --------------------------------____--------- -----------
Total Weight of Pile Type W6x12 13'(Ib) 2,808.00
Weight of Pile Type W6x12 13'(Ib) 156.00
Number of Pile Type W6x1213' 18.00
------------------------------------
-------------------------------------------------------------------------,------___--------------
Total Weight of Pile Type W6x1212'(Ib) 42,768.00
Weight of Pile Type W6x12 12'(Ib) 144.00
Number of Pile Type W6x1212' 297.00
------------------------------------------------------------------------------------___-------------------t------------------
Total Weight of Pile Type W6x1211'(Ib) 375,540.00
Weight of Pile Type W6x1211'(Ib) 132.00 ,
-------------Number of Pile Type W6x12 11' I 2,845.00
- -----------------------------4------------------- -
Totol Weight of Pile Type W6x2013'(Ib) 99,840.00
Weight of Pile Type W6x2013'(Ib) 260.00
Number of Pile Type W6x2013' 1 384.00
_______________________________________________'_____----- -------Total Weight of Pile Type W6x2012'(1b) 971
Weight of Pile Type W6x2012'(Ib) 240.00
-Number of Pile Type W6x2012' 4,049.00
------------------------------------------------------------;----------------------
Total Weight of Pile Type W6x2011.5'(Ib) 131,790.00
Weight of Pile Type W6x2011.5'(Ib) 230.00
Number of Pile Type W6x2011.5' 573.00
Total Weight of Pile Type W6X10.412.5'(Ib) 933,660.00
Weight of Pile Type W6X10.412.5'(Ib) 130.00
Number of Pile Type W6X10.412.5' 7,182.00
------------ --- ----- ---------------------------------------------------------------------------------
-
Total Wei 9 ht of Pile Type W6X1213.17'(Ib) 2,786,245.20
Weight of Pile Type W6X12 13.17'(Ib) 158.04
Number of Pile Type W6X12 13_17' 1 17,630.00
- --------------------------------------------------------'----------------------
Total Weight of Pile Type W6X1214'(Ib) 699,216.00
Weight of Pile Type W6X12 14'(Ib) 168.00
Number of Pile Type W6X1214' --------- 4,162.00
--------------------------------------------------------------
Total Weight of Pile Type W6X1512.25'(Ib) 3,757,687.50
Weight of Pile Type W6X1512.25'(Ib) 183.75
Number of Pile Type W6X1512.25' 20,450.00
-------------------------------------------------------------------------------------------------------____---------------
Total Weight of Pile Type W6X1515.33'(Ib) 1,172,745.00
Weight of Pile Type W6X1515.33'(Ib) 229.95
Number of Pile Type W6X1515.33' j 5,100.00
--------------------------------------------- - ---- -- -------_______----------________------------________--•------------------
Total Weight of Pile Type W6X2012.75'(Ib) 949,365.00
Weight of Pile Type W6X2012.75'(Ib) 255.00
Number of Pile Type W6X2012.75' - 3,723.00
--------------
------------------------------------- ----_____-----_____---------_________________--------'--------------------
Total Weight of Pile Type W6X2016.25'(Ib) 1,463,800.00
Weight of Pile Type W6X2016.25'(Ib) 325.00
Number of Pile Type WGX2016.25' 4,504.00
--------------Total Weigh[of Pile Type W6X2518.67'(Ib)------_-�_----��-------_�-�--_---^ 508,757.50
Weight of Pile Type W6X2518.67'(Ib) 466.75
Number of Pile Type W6X2518.67' 1,090.00
-----------------------------------------------------------------------------------------_________________----------------------
Total Weight of Pile Type W6X2517.92'(Ib) 414,400,00
Weight of Pile Type W6X2517.92'(1b) 448.00
Number of Pile Type W6X2517.92' 925.00
Total Weight of Inverters(ton) 2,501.42
Total Weight of Inverters(lb) 5,002,833.00
Total Weight of each Inverter type A(lb) 3,426,015.00
Weight of each Inverter type A(lb) 30,865.00
Number oflnverter typeA 111.00
-------------------------------------------------- ----------------------------------------------------------f---------------------
Ta[al Weigh[of each Inverter type B(lb) 1,576,818.00
Weight of each Inverter type B(lb) 30,918.00
Number of Inverter type B 51.00
Total Weight of High Voltage Breakers(ton) 17.10
Total Weight of High Voltage Breakers(lb) 34,200.00
Weight of each High Voltage Breaker(lb) 11,400.00
Number of High Voltage Breakers 3,00
Total Weight of Low Voltage Breakers and Capacitor Banks(ton) 45.90
Total Weight of Low Voltage Breakers and Capacitor Banks(lb) 91,800.00
Weight of each Low Voltage Breaker and Capacitor Bank(lb) 5,400.00
Number of Low Voltage Breakers and Capacitor Banks 17.00
Total Weight of Cabling(ton) 1,872.41
Total Weight of Cabling(lb) 3,744,822.31
Taal Weight of 350kCM11 OC Cabling(Ib) 51,446.64
Weight of one Foot of 350kCMIL DCCobling(Ib/ft) 0.45
Feet of350kCMIL OC Cabling(ft) j 113,820.00
-------------------'-------------------------------------------------------'-------------------
Total Weight of 500kCM1L DC Cabling(Ib) 146,610.92
Weight of one Foot of 50okCMIL DC Cabling(Ib/ft) 0.61
Page A-1-10 6 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Feet of SOOkCMIL DC Cabling(ft) 238,780.00
-------------------------------------------------
Total Weight of 750kCMIL DC Cabling(Ib) 2,420,473.70
Weight of one Foot of 750kCMIL DC Cabling(Ib/ft) 0.90
Fee[of 750kCMIL DC Cabling(ftJ 2,683,452.00
"'--"...-"'-------------------------------------------------
TO t-o-1 Weigh[of 1/3"400 AC Cabling(Ib) 118,011.18
Weight of one Foot of 1/3"400 AC Cabling(Ib/ft) 0.88
Feet ofl/3"400 AC Cabling(ftJ. ___ �_______ 133,648.00
------------ """"""" --------------------------------------
Total Weight of 116"500 AC Cabling(lb) •} 285,377.96
Weight of one Foot of 116"500 AC Cabling(Ib/ft) 1.41
Feet of 116"500 AC Cabling(ft) 1 201,966.00
------------ - --------------------------------------------4----
Total Weight of 116"750 AC Cabling(lb) 112,371.48
Weight of ane Foot cf 1/6"750 AC Cabling(Ib/ft) 1.85
Feet of 116"750 AC Cabling(ft) 60,840.00
----------------- - - ----------•""-------------------------------- "-
Total Weight of 1112"1000 AC Cabling(lb) j 610,530.42
Weight of one Foot of 1112"1000 AC Cabling(Ib/ft) 2.17
Feet of 1112"1000 AC Cabling(ft) 281,870.00
Total Weight of Steel(ton) 171.14
Total Weight of Steel(lb) 342,275.00
Total 230KV H-Frame Deadend Structure Weight(lb) 18,094.00
230KV H-Frame Deadend Structure Weight(lb) 18,094.00
Number of 230KV H-Frame Deadend Structures 1 1.00
- ------------------------------------------
Totoi 230KV 10 Low Bus Support A Weight(Ib) 7,665.00
230KV 10 Low Bus Support A Weight(lb) 511.00
Number of 230KV 1O Low Bus Support A 15.00
--------------------------------------------;----------------------Tot01230KV 1O Low Bus Support B Weight(lb)
230KV IO Low Bus Support B Weight(lb) 521.00
Number of 230KV 10 Low Bus Support B 45.00
-------------------------------------------------------------------
Tatai 23DKV 10 High Bus Support A Weight(lb) 23,868.00
230KV 10 High Bus Support A Weight(lb) 1,326.00
Number of 230KV 10 High Bus B Supports 18.00
Tota1230KV 10 High Bus Support B Weight(lb) 23,886.00
230KV 10 High Bus Support B Weight(lb) 1,327.00
Number of 230KV 10 High Bus SupportA 18.00
---------------------------------------------'----------------------
-----------Toto1230KV 30 Low Switch Stand A Weight(Ib) 13,926.00
230KV 30 Low Switch Stand A Weight(lb) 2,321.00
Number of 230KV 30 Low Switch Stand A 6.00
Tota1230KV 30 Low Switch Stand B Weight(lb) 19,656.00
230KV 30 Low Switch Stand B Weight(lb) 2,184.00
Number of 230KV 3)D Low Switch Stand B .- 9.00
-----------
"-"------ --Current 2,214.00
Tota1230KV 1)3Current TransformerStand AWeight(IbJ
230KV 10 Current Transformer Stand A Weight(Ib) 738.00
Number of 230KV 10 Current Transformer Stand A 3.00
Tota1230KV 30 Current Transformer Stand BWeight(IbJ 2,208.00
230KV 10 Current Transformer Stand B Weight(lb) 736.00
Number of 230KV 10 Current Transformer Stand B 3.00
TOta1230KV 30 PG&E Metering Stand AWeight(lb) 12,626.00
230KV 30 PG&E Metering Stand A Weight(lb) 6,313.00
Number of 230KV 30 PG&E Metering Stand A 2.00
Tota123OKV 30 PG&E Metering Stand B Weight(lb) 6,873.00
230KV 30 PG&E Metering Stand B Weight(lb) 6,873.00
Number of 230KV 30 PG&E Metering Stand B 1.00
- - ------------------------------------------ -----------Q307.00
Toto1230KV 10 Voltage Transformer Stand A Weight(lb)
230KV 10 Voltage Transformer Stand A Weight(lb) 1,369.00
Number of 230KV 1�Voltage Transformer Stand A I 3.00
___________ --------------------f__--------------_...._
o230KV
10 Voltage Transformer Stand B Weight(lb) 4,470.00
230KV 10 Voltage Transformer Stand B Weight(lb) i 745.00
Number of 230KV 1(d Voltage Transformer Stand B 6.00
------------------ - - --------------------;---------__..._------
Total34.5KV 3 Bay Distribution Structure Weight(lb) 26,436.00
34.SKV 3 Bay Distribution Structure Weight(Ib) 8,812.00
Number cf 34.5KV 3 Bay Distribution Structures 3.00
Toto134.5KV 10 Neutral Grounding Resistor Stand A Weight(lb) 811.00
34.5KV 10 Neutral Grounding Resistor Stand A Weight(lb) 811.00
Number oj34.5KV 1�Neutral Grounding Resistor Stand A 1.00
-----------FjiaT-- "'•"•'-"--"""""-" '---------•----"'----------------------------L----------------------
Tota134.5KV 10 Neutral Grounding Resistor Stand B Weight(lb) 81 zoo
34.SKV 10 Neutral Grounding Resistor Stand B Weight(Ib) 817.00
Number of 34:SKV 10 Neutral Grounding Resistor Stand B 1.00
_ ----------•... - __.--
Tata134.5KV 30 Potential Transformer&Station Service Voltage Transformer Stand A Weight(Ij 1,822.00
34.SKV 30 Potential Transformer&Station Service Voltage Transformer Stand A Weight(lb) 1 1,822.00
Number cf 34.5KV 30 Potential Transformer&Station Service Voltage Transformer Stand A 1 1.00
-1---------------------
Page A-1-11 7 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Total 34.5KV30 Potential Transformer&Station Service Voltage Transformer Stand B Weight N 1,842.00
34.5KV 30 Potential Transformer&S[a[ian Service Voltage TransformerStand BWelght(lb) i 1,842.00
_____________Number of 34.5KV 30 Potential Transformer&Station Service Voltage TransformerStand B I 1.00
-+----------------------
Tatal 34.5KV 30 Bus Support Stand A Weight(lb) 848.00
34.5KV 30 Bus Support Stand A Weigh t(lb) 848.00
Number of 34.SKV 30 Bus Support Stand A 1.00
--------------------------------------------------+---------------------
Tata134.SKV 30 Bus Support Stand B Weight(lb) 840.00
34.5KV Bus Support Stand B Weight(Ib) 840.00
Number of 34.SKV Bus Support Stand B 1.00
------------------------------------------
Tota184.5KV 3 Bay Terminator Stand A Weigh t(Ib) 10,S71.00
34.SKV 3 Boy Termina tor Stand A Weight(lb) 5,286.00
Number of 34.5KV 3 Bay Terminator Stand 1.00
Total34.SKV3 Boy Term inatorStand B Weight(Ib) 9,133.00
34.SKV 3 Bay Terminator Stand B Weigh(1b) 9,133.00
Number of 34.SKV 3 Boy Terminator Stand B 1.00
Tota180FTSCatI[Pole AWeight(lb) 19,751.00
SOFT Static Pale A Weigh[(lb) 6,S84.00
Number of SOFT Static Pole A 3.00
- ------------------------------------------------------------------f--------------- ----
Tata180FTStatic Pale B Weight(lb) 13,972.00
SOFT Static Pale B Weight(lb) 6,986.00
Number of SOFT Static Pole B I 1.00
------------------+---------------------
Total Control Building&Transformer PITStairs Weight(Ib) i 2,353.00
Control Building&Transformer PITStairs Weight(lb) 1,3S3.00
Number of Contral Building&Transformer PITStairs
+ 1.00
------------------------------------------
Tatai 34.5KV Distribution Structure A Weight(lb) 11,547.00
34.5KV Distribution Structure A Weight(lb) 11,547.00
Number of 34.5KV Distribution Structure A 1.00
Tata134.5KV Distribution Structure B Weight(lb) 9,709.00
34.5KV Distribution Structure B Weight(lb) i 9,709.00
Number of 34.SKV Distribution Structure B 1.00
'------------------------------------------------------------------
Tata134.5KV Distribution Structure C Weight(Ib) 9,005.00
34.5KV Distribution Structure C Weight(lb) 9,005.00
Number of 34.5KV Distribution Structure C 1.00
----------------------------------------------------
Tata1130KV Light Bracket Weight(IbJ 210.00
230KV Light Bracket Weight(Ib) 30.00
Number of 230KV Light Brackets I zoo
------------------------------+--------------
13 ------
Tota4.5KV4-Bo Y TerminatorSiondWei9 ht Ib 13,6SO.00
34.5KV 4-Bay Terminator Stand Weight(lb) 13,650.00
Number of 34.SKV 4-Bay Terminator Stands 1.00
-' +----------------------
Toto134.5KV 3-Phase Riser Structure Weight(Ib) 4,445.00
34.5KV 3-Phase Riser Structure Weight(lb) 4,445.00
Number of 34.5KV 3-Phase Riser Structures 1.00
--------------ota-34.5K---------- ------------ -------------------------------_____________;----------------------
V H-Frame Deadend Structure WeightIb� 39,602.00
34.5KV H-Frame Deadend Structure Weight(lb) 19,801.00
Number of 34.5KV H-From Deadend Structures 1.00
---------------------------------'------------------------------.'.'_-._._...__.._..._..._..--.------------------------------------___
Total Transformer Platform Welght(16) 1,871.00
Transformer Platform Weight(Ib) 1,871.00
Number of Transformer Platforms 1.00
Total Weight of Trackers(ton) 12,897.39
Total Weight of Trackers(lb) 25,794,789.16
Total Torque Tube Weight(lb) 21,631,181.85
Torque Tube Weight(lb) 165.15
Number of Torque Tubes 130,979.00
------------- --------------------------------------------------.--------------"+'-
Total Bearing Housing Assembly Weight(Ib) 1,011,109.71
Bearing Housing Assembly Weight(lb) 16.09
Number of Bearing Housing Assemblies 125,619.00
-----------------------__-_------------------__________------------__________-----------___________----_ '
Total Slew Gear Weight(lb) 1,141,397.60
Slew Gear Weight(lb) 151.90
Number of Slew Gears 14,104.00
Total Weight of Concrete(ton) 4,888.44
Weight of Substation Concrete Foundations(tan) 3,619.61
Volume of Substation Concrete Foundations(cubic yards) 1,849.57
Weight of 1 cubic yard of Concrete(ton) 1.96
...-..............................._.._._.._......_..._..._.._..._._..._...__......_......_......._.........................._....................._........................_....................._..._1......_..._..._..._.__......._...
-.
Weight of Inverter Concrete Beam Foundations(ton) 1,248.68
Number of inverter Concrete Beam Foundations 122.00
Volume of each Inverter Concrete Beam Foundation(cubic yards) i 5.12
Weight of I cubic yard of Concrete(ton) ! 1.96
_..._..._..._....__..._......_................._..._..............................._.........................._................._............_......_..._..._.._...__..._,._..._..............................-.
Weight of BESS Auxiliary Concrete Pods(ton) 20.14
Volume ofBESSAuxiliory Concrete Pods(cubic yards) ! 10.28
Page A-1-12 8 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Weight of 1 cubic yard of Concrete(ton) 1.96
Total Weight of Aggregate(ton) 3811166
Weight of Engineering Fill Jor Inverters(ton) 1,976.80
Volume of Engineering Fill for Inverters(cubic yards) 1,412.00
Weight of 1 cubic yard of Aggregate(ton) 1.40
..._._._.._..._._......_.__..._..._..._....._..._...--.--._..._..._..._.._..._._..._.__..._.__._..._..._..._..._...._.___._._..._._..----.V.._.___..._..._._..._;._..._..._..._..._..._..._..._..._.._
Weight oJScarlet!BESS&Substation Support([on) 15,087.89
Volume of Scarlet I BESS&Substation Support(cubic yards) 10,77707
Weight of 1 cubic yard of Aggregate(ton) 1.40
............................._..._..._..._..._......_..._..._..._..._._..._..._..._..._......_........_..._..._......_..._..._..._......_..._..._..._...__..._.._..._..._......_..._..._..._......_..._;._..._..._..._..._..._..._..._..._.._
Weigh[of Scarlet ll BESS Support(ton) 21,048.97
Volume of Scarlet ll BESS Support(cubic yards) 15,034.98
Weight of 1 cubic yard of Aggregate(ton) 1.40
Total Weight of Miscellaneous Waste(ton) 2,000.00
Total Weight of Other Waste(ton) 45,051.77
Weight of Solar Panels(ton) 36,346.37
Weight of Intact Solar Panels(Ib) 72,692,736.03
----------_Weigh[of each Panel(I6J 67.5------ — I 3
+ 6 3
Number of Panels 1,076,451
Total Weight of Battery Containers(ton) 8,349.60
Total Weight of Battery Containers(lb) 16,699,200.00
Weight per Battery Container(lb) I 56,800.00
--------------------------------------------+-----------------0.00
Number oj8attery Containers 294.00
Total Weight of Substation Transformer(ton) 282.30
Total Weight of Substation Transformer(lb) 564,600.00
Weight of each Substation Transformer(Ib)--------- I 282,300.00
-------------------------------------------f----------------------
Number of Substation Transformers zoo
Total Weight of Battery Auxiliary Transformer(ton) 73.50
Total Weight of Battery Auxiliary Transformer(lb) 147,000.00
Weight of each Battery Auxiliary Transformer(lb) 24,500.00
------------------------ ----- ------- ----- ---------------------------------------------------------------------------------'
Number of Battery Auxiliary Transformers 6.00
Page A-1-13 9 of 17
Do"'SIgn Enve%Pe 1p;C829
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DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
Crossing Number APN Scarlet Improvement Easement/Rights Holder Easement Width Easement/Document Purpose Exclusivity Recording Information
Instrument No.47626,Book 5329,
24 028-071-07 Project Road United States of America(USER) 70' Water Pipeline Non-exclusive Page 46
Instrument No.53848 in Book 7035,
24 028-071-07 Project Road Westlands Water District 15' Water Pipeline Non-exclusive Page 16
Instrument No.47626,Book 5329,
24 028-071-07 Overhead Collection United States of America(USER) 70' Water Pipeline Non-exclusive Page 46
24 028-071-47 Overhead Collection Westlands Water District 15' Water Pipeline Non-dus(ve Instrument No.53848 In Book 7035,
Page 16
24 028-111-20 Overhead Collection County ROW 1. Public Road Non-exclusive
Instrument No.43285,in Book 7017,
24 028-111-20 Overhead Collection Westlands Water District 65' Water Pipeline Non-exclusive Page 349
25 028-071-07 Overhead Collection United States of America(USER) 1. Water Pipeline Non-exclusive Instrument No.47626,Book 5329,Page 46
25 028-071-07 Overhead Collection Westlands Water District 15' Water Pipeline Non-exclusive Instrument No.53848 in Book 7035,Page 16
26 028-071-07 Underground Collection Westlands Water District 55, Water Pipeline Non-exclusive Instrument No.53848 in Book 7035,
Page 16
26 028-071-47 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.54340 in Book 7035,
Page 857
27 028-071-07 Project Road Westlands Water District 55, Water Pipeline Non-exclusive Instrument No.53848 In Book 7035,
Page 16
27 028-071-47 Project Road Westlands Water District 1. Water Pipeline Non-exclusive Instrument No.54340 In Book 7035,
Page 857
28 028-071-07 Underground Collection Westlands Water District 55, Water Pipeline Non-exclusive Instrument No.53848 in Book 7035,
Page 16
28 028-071-47 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.54340 in Book 7035,
Page 857
Instrument No.53848 in Book 7035,
29 028-071-07 Underground Collection Westlands Water District 55' Water Pipeline Non-exclusive Page 16
Instrument No.54340 In Book 7035,
29 028-071-47 Underground Collection Westlands Water District 1. Water Pipeline Non-exclusive Page 857
30 028-071-0 Lim Underground Collection PG&E 50' Transmission re Non-exclusi InstInstrumentnt No.56945 In Book 2292,
ve Page 448
31 028-081-66 Project Road Westlands Water District 60' Water Pipeline Non-exclusive Instrument No.43285 In Book 7017,
Page 349
31 029-081-66 Underground Collection Westlands Water District 60' Water Pipeline Nan-exclusive Instrument No.43285 In Book 7017,
Page 349
Instrument No.56945 in Book 2292,
32 028-081-66 Underground Collection PG&E 50' Transmission Ure Non-exclusive Page 448
33 028-081-66 Underground Collection Westlands Water District 60' Water Pipeline Non-exclusive Instrument No.43285 In Book 7017,Page 349
34 028-081-66 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.43285 in Book 7017,
Page 349
35 028-081-66 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.43285 in Book 7017,
Page 349
36 028-081-66 Project Road Westlands Water District 60' Water Pipeline Non-exclusive Instmment No.43285 in Book 7017,
Page 349
Crossing Number APN Scarlet Improvement Easement/Rights Holder Easement Width Easement/Document Purpose Exclusivity Recording Information
37 028-081-66 Project Road Westlands Water District 1. Water Pipeline Non-exclusive Instrument No.24736 In Book 5294,
Page 400
37 028-081-66 Project Road State of California (Relinquished Road Conveyance Non-exclusive Instrument No.55947 In Book 5341,
abutters rights) Page 497
38 028-081-66 Overhead Collection Westlands Water District 1. Water Pipeline Non-exclusive Instrument No.24736 In Book 5294,
Page 400
38 028-081-66 Overhead Collection State of California (Relinquished Road Conveyance Non-exdusive Instrument No.55947 in Book 5341,
abutters rights) Page 497
39 028-120-62 Underground Collection State of California (Relinquished Road Conveyance Non-exclusive Instrument No.34599 In Book 5570,
abutters rights) Page 217
39 028-120-62 Underground Collection Westlands Water District 55' Water Pipeline Non-exclusive Instrument No.63163 In Book 7297,Page 10
40 028-120-62 Project Road State of California (Relinquished Road Conveyance Nan-exclusive Instrument No.34599 In Book 5570,
abutters rights) Page 217
40 028-120-62 Project Road Westlands Water District 55, Water Pipeline Non-exclusive Instrument No.63163 In Book 7297,
Page 10
41 028-120-62 Project Road Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.63163 In Book 7297,
Page 10
41 028-120-62 Project Road Westlands Water District 34Y Water Pipellne Non-exclusive Instrument No.2021-0161203
42 028-120-62 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.63163 in Book 7297,
Page 10
42 029-120-62 Underground Collection Westlands Water District 30' Water Pipeline Non-exdusive Instrument No.2021-0161203
43 028-120-61 Project Road PG&E ' Transmission Une Non-exclusive Instrument No.59942In Hook 3088,
75
Page 121
44 028-120-61 Underground Collection PG&E 7S' Transmission Une Non-exclusive Instrument No.59942In Book 3088,
Page 121
Instrument No.59942 in Book 3088,
45 028-120-61 Project Road PG&E 75' Transmission Ure Non-exclusive page 121
45 028-120-61 Underground Collection PG&E 1. Transmission Um Non-exclusive I Paagege 121 21 t No.59942In Book 3088,
Instrument No.43285,in Book 7017,
46 028-120-62 Project Road Westlands Water District 75' Water Pipeline Non-exclusive page 349
46 028-120-62 Project Road Westlands Water District 55, Water Pipeline Non-exclusive Instrument No.43681 in Book 5323,
Page 284
Page A-1-20 16 of 17
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
46 028-120-62 Project Road Westlands Water District 30, Water Pipeline Nan-exclusive Instrument No.2021-0161203
47 028.120.62 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.43285,in Book 7017,
Page 349
47 028-120-62 Underground Collection Westlands Water District 55, Water Pipeline Nan-exclusive Instrument No.43681 in Book 5323,
Page 284
47 028-120-62 Underground Collection Westlands Water District 30' Water Pipeline Non-exclusive Instrument No.2 0 21-01 612 03
48 028.111.20 Project Road Westlands Water District 115, Water Pipeline Non-exclusive Instrument No.43285,in Book 7017,
Page 349
48 028-111-20 Project Road Westlands Water District 36 Water Pipeline Non-exclusive Instrument No.2021-0161203
(Relinquished Instrument No.55947,In Book 5341,
48 028-111-20 Project Road State of California abutter's rights) Road Conveyance Non-exclusive Instrument
497
Crossing Number APN Scarlet Improvement Easement/Rights Holder Easement Width Easement/Document Purpose Exclusivity Recording Information
49 028.111-20 Project Road Westlands Water District 75' Water Pipeline Non-excluslve Instrument No.43285,in Book 7017,
Page 349
49 028.111-20 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.43285,in Book 7017,
Page 349
50 028-111-20 Underground Collection Westlands Water District 75' Water Pipeline Non-exclusive Instrument No.43285,In Book 7017,Page 349
5o 028-111-20 Underground Collection Westlands Water District 1. Water Pipeline Nan-exclusive Instrument No.2021.0161203
Page A-1-21 17 of 17
ii
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 Exhibit Q-2
2 Legal Descriptions of the Phase II Property
3 (See Attached)
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
First Amendment to Solar Project Reclamation Agreement
Page B-2-1
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
REAL PROPERTY IN THE UNINCORPORATED AREA OF THE COUNTY OF FRESNO, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 1:
THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 15 SOUTH, RANGE 15
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL,GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2,2004 AS INSTRUMENT NO. 2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-48
PARCEL 2:
THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 15 SOUTH, RANGE 15
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
EXCEPTING THEREFROM THE SOUTH 50 FEET OF SAID SOUTHEAST QUARTER.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2,2004 AS INSTRUMENT NO. 2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-49
PARCEL 3:
THE SOUTHWEST QUARTER OF SECTION 21,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE SOUTH 50 FEET OF SAID SOUTHWEST QUARTER.
EXCEPTING THEREFROM ALL OIL,GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2,2004 AS INSTRUMENT NO.2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-47
Page B-2-2
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
PARCEL 4:
THE EAST HALF OF THE NORTHEAST QUARTER AND THE EAST HALF OF THE NORTHWEST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28;THENCE(1)WESTERLY ALONG THE
NORTH BOUNDARY OF SAID SECTION 28 TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 28;THENCE (2)
SOUTHERLY ALONG THE WEST BOUNDARY OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 28,TO A POINT 50 FEET SOUTH OF THE NORTH
BOUNDARY OF SAID SECTION 28(MEASURED AT RIGHT ANGLES);THENCE (3) EASTERLY, PARALLEL
WITH SAID NORTH BOUNDARY TO A POINT WHICH IS 1120.31 FEET WESTERLY OF THE NORTHEAST
CORNER OF SAID SECTION 28, (MEASURED ALONG SAID NORTH BOUNDARY),THENCE (4)
SOUTHEASTERLY TO A POINT ON THE EAST BOUNDARY OF SAID SECTION 28,SAID POINT BEING 66 FEET
SOUTH OF THE NORTH BOUNDARY OF SAID SECTION 28;THENCE(5) NORTHERLY ALONG SAID EAST
BOUNDARY TO THE NORTHEAST CORNER OF SAID SECTION 28;THE POINT OF BEGINNING.
ALSO EXCEPT ALL OIL,GAS AND ASPHALTUM AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS
OF WHATSOEVER KIND AND CHARACTER IN AND TO OR UNDER SAID REAL PROPERTY, TOGETHER WITH
THE RIGHT TO ENTER UPON SAID PROPERTY AND TO USE THE SAME FOR THE PURPOSE OF EXPLORING
AND DEVELOPING AND REMOVING THEREFROM ALL SAID GAS,OIL,ASPHALTUM AND OTHER CARBON
SUBSTANCES AND OTHER MINERALS OF EVERY KIND AND CHARACTER,AN UNDIVIDED ONE-HALF
INTEREST THEREOF BEING RESERVED IN THE DEED FROM HOTCHKISS ESTATE COMPANY,A
CORPORATION,TO D.J. CANTY ESTATE,A CORPORATION, DATED DECEMBER 30, 1947 FILED FOR
RECORD JANUARY 19, 1948 AS DOCUMENT NO.2679 IN BOOK 2612, PAGE 1 OF OFFICIAL RECORDS,
AND AN UNDIVIDED ONE-HALF INTEREST BEING RESERVED IN THE DEED FROM D.J. CANTY ESTATE,A
CORPORATION,TO H.C. REECE AND TOM REECE, DATED JANUARY 20, 1948 FILED FOR RECORD MAY 19,
1948 AS DOCUMENT NO. 24532 IN BOOK 2644, PAGE 214 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM UNTO THE GRANTORS THEREIN ALL REMAINING OIL,GAS,ASPHALTUM
AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS OF WHATSOEVER KIND AND CHARACTER IN
AND TO OR UNDER THE PROPERTY DESCRIBED AS RESERVED BY H.C. REECE, ET UX, IN DEED RECORDED
FEBRUARY 14, 1986 AS DOCUMENT NO. 86015999 OF OFFICIAL RECORDS.
APN: PORTION OF 028-111-20
Page B-2-3
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
PARCEL 5:
THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE NORTH HALF
OF THE NORTHWEST QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 50 FEET THEREOF.
ALSO EXCEPTING THEREFROM UNTO THE GRANTORS THEREIN ALL REMAINING OIL,GAS,ASPHALTUM
AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS OF WHATSOEVER KIND AND CHARACTER IN
AND TO OR UNDER THE PROPERTY DESCRIBED AS RESERVED BY H. C. REECE, ET UX, IN DEED RECORDED
FEBRUARY 14, 1986 AS DOCUMENT NO.86015999 OF OFFICIAL RECORDS.
APN:PORTION OF 028-111-20
PARCEL 6:
ALL OF SECTION 22,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN,
ACCORDING TO THE OFFICIAL PLAT THEREOF;
EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OF THE OIL,GAS AND OTHER
HYDROCARBONS IN AND UNDER SAID LAND OR PRODUCED OR SAVED THEREFROM;TOGETHER WITH
THE RIGHTAND POWER IN GRANTORS,THEIR SUCCESSORS OR ASSIGNS, IN PERSON OR THROUGH THE
AGENCY OF ANY LESSEE, OPERATOR, INDEPENDENT CONTRACTOR OR OTHERWISE,TO MINE FOR,DRILL
FOR, PRODUCE, EXTRACT,TAKE AND REMOVE AN UNDIVIDED ONE-HALF OF ALL OF SAID SUBSTANCES
(AND WATER FOR GRANTORS'SAID OPERATIONS ON SAID LAND) FROM,AND TO STORE THE SAME
UPON,THE SAID LAND WITH THE RIGHT OF ENTRY THEREON AT ALL TIMES FOR SAID PURPOSES;
TOGETHER WITH THE RIGHT TO MINE OR DRILL WELLS THEREON, FOR SAID PURPOSES AND TO
CONSTRUCT, ERECT, MAINTAIN,OPERATE, USE, REPAIR AND REPLACE THEREON AND REMOVE
THEREFROM ALL PIPELINES,TELEPHONE AND TELEGRAPH LINES, DERRICKS,TANKS, MACHINERY,
BUILDINGS AND OTHER STRUCTURES WHICH GRANTORS,THEIR SUCCESSORS OR ASSIGNS, MAY DESIRE
IN CARRYING ON ANY SUCH OPERATION, INCLUDING ALL RIGHTS NECESSARY OR CONVENIENT
THERETO,TOGETHER WITH THE RIGHTS OF WAY FOR PASSAGE OVER, UPON AND ACROSS,AND
INGRESS AND EGRESS TO AND FROM SAID LAND FOR SUCH PURPOSES,AS RESERVED IN THE DEED
FROM JOHN B.JAGO, ET AL, DATED DECEMBER 24, 1946, RECORDED FEBRUARY 03, 1947 AS
DOCUMENT NO. 6655 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF FRESNO BY DEED
RECORDED JULY 28, 1966 IN BOOK 5341, PAGE 497 AS DOCUMENT NO. 55947 OF OFFICIAL RECORDS.
AND ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF FRESNO BY DEED
RECORDED JANUARY 06, 1995 AS DOCUMENT NO.95002091 OF OFFICIAL RECORDS.
AND ALSO EXCEPTING THEREFROM ALL OF GRANTOR'S RIGHT,TITLE AND INTEREST IN AND TO ALL OIL,
GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,AS RESERVED IN
THE DEED RECORDED JULY 29, 1999,AS DOCUMENT NO. 1999-0111576 OF OFFICIAL RECORDS.
APN:028-081-66
Page B-2-4
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
PARCEL 7:
THE NORTHEAST QUARTER AND THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 27,
TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER
NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON,WITHIN OR UNDERLYING THE
HEREINABOVE DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM, INCLUDING,WITHOUT
LIMITED THE GENERALITY OF THE FOREGOING,ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION,AND SAND, GRAVEL AND
AGGREGATES,AND PRODUCTS DERIVED THEREFROM,AS GRANTED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965,AS DOCUMENT NO. 104217 OF OFFICIAL RECORDS.
APN:028-120-62
PARCEL 8:
THE SOUTH HALF OF SECTION 27,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND
MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER
NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON,WITHIN OR UNDERLYING THE
HEREINABOVE DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM, INCLUDING,WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING,ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES,GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION,AND SAND, GRAVEL AND
AGGREGATES,AND PRODUCTS DERIVED THEREFROM,AS GRANTED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965,AS DOCUMENT NO. 104217 OF OFFICIAL RECORDS.
APN:028-120-61
PARCEL 9:
THE SOUTH HALF OF THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND
MERIDIAN,ACCORDING TO THE UNTIED STATES GOVERNMENT TOWNSHIP PLAT APPROVED BY THE
SURVEYOR GENERAL ON JANUARY 31, 1855.
PORTION OF APN:028-111-19 LMn
NO 9607
EX 0 3131/2 0 2 5
0 11/2/2022 \�
Page B-2-5
ii I
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
1 EXHIBIT C-3
2 Form of RE Scarlet LLC Phase II Easement
3 (See Attached.)
4 II
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
First Amendment to Solar Project Reclamation Agreement
Page C-3-1
DocuSign Envelope ID:C8298FF2-58F3-4702-9D7F-BC67C3E10D18
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 COUNTY,Exempt from Recording Fees; Gov.
Code§§6103, 27383, and 27388.1 THIS SPACE FOR RECORDER'S USE ONLY
GRANT OF LIMITED ACCESS EASEMENT
Scarlet Solar Energy Phase II Project
(RE Scarlet LLC)
THIS GRANT OF LIMITED ACCESS EASEMENT is made this day of
, 2023, by RE Scarlet 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 September 9, 2021, pursuant to COUNTY Resolution No. 12905, 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.), certified Environmental Impact
Report No. 7230 for an approximately 400-megawatt photovoltaic energy generating facility on
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approximately 4,089 acres, adopted findings relating thereto, and approved and issued to GRANTOR
Unclassified Conditional Use Permit ("CUP") No. 3555. GRANTOR intends that the Phase II Project
(defined in Recital I.B. hereof) represents the second phase of the project described in CUP No. 3555,
however,neither the Reclamation Agreement (defined in Recital I.F.hereof),as provided in subsection
1(e) thereof, nor this Easement (defined in Section II.1 hereof), obligates COUNTY, either expressly
or impliedly, to take any actions or to give any approvals necessary for any prior or subsequent phase
of such project described in CUP No. 3555 beyond the scope of the Phase 11 Project.
B. GRANTOR proposes to construct and operate "Phase II' of the Scarlet Solar Energy
Project, consisting of an approximately 200-megawatt ("MW") solar photovoltaic generation facility,
150-MW/ 600 MW hour energy storage system, substation, and transmission lines (collectively, the
Scarlet Solar Energy Phase II Project or the "Phase II Project"), located on an approximately 1,850-
acre site in unincorporated Fresno County (the "Phase II Project Site"), which Phase II Project Site
consists of the Grantor Property (defined in Recital I.C. hereof) as more particularly described in
Exhibit A, attached hereto and incorporated by this reference.
C. GRANTOR represents, covenants, and warrants to COUNTY that GRANTOR,under
that certain Grant Deed from Westlands Water District ("Westlands"),recorded in the official records
of the Fresno County Recorder, on October 1, 2021 at 2:29 PM (the "Record Title Date and Time"),
as Document No. 2021-0161201 ("Grant Deed"), acquired sole fee ownership to, and remains the
sole fee owner of, the Phase II Project Site covered by this Easement (defined in Section II.1. hereof),
the legal description of which is set forth in Exhibit B, attached hereto and incorporated by this
reference (the "Grantor Property"). GRANTOR further represents to COUNTY that GRANTOR
granted to Westlands that certain groundwater easement agreement over the Grantor Property to ratify
and confirm certain existing easements and to grant certain additional groundwater easements to
Westlands ("Groundwater Easement"), and such groundwater easement agreement has been
recorded against the Grantor Property in the official records of the Fresno County Recorder, on
October 1, 2021, as of 2:29 PM, as Document No. 2021-0161203 (the "Groundwater Easement
Record Date and Time"),which was subsequent to such recordation of the Grant Deed in the official
records of the Fresno County Recorder.
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D. COUNTY's Planning Commission conditioned approval of CUP No. 3555 on,among
other things, GRANTOR's compliance with a reclamation plan, prescribing the process for
decommissioning, dismantling, and removal of the entire Project, including the Phase II Project, and
reclamation of all of the Project Site, including the Phase II Project Site, to its pre-project condition
pursuant to the reclamation plan. Pursuant to a condition of such approval and the Reclamation
Agreement (defined in Recital I.F. hereof), GRANTOR, as the owner of the Project, including the
Phase II Project, and COUNTY agreed to certain modifications to such reclamation plan in the form
of an Addendum to the October 2021 Reclamation Plan and the Second Addendum to the October
2021 Reclamation Plan (collectively, such reclamation plan together with such modifications are the
"Reclamation Plan").
E. GRANTOR will eventually decommission, dismantle, and remove the entire Project,
including the Phase II Project, and reclaim all of the Project Site, including the Phase II Project Site,
to its pre-project condition pursuant to the Reclamation Plan.
F. In order to secure GRANTOR's faithful performance of all of its obligations under
the Reclamation Plan, GRANTOR and COUNTY entered into a Solar Project Reclamation Agreement
dated August 23, 2022. In order to further secure GRANTOR's faithful performance of all of its
obligations under the Reclamation Plan, GRANTOR and COUNTY entered into a First Amendment
to Solar Project Reclamation Agreement, dated August 22, 2023, amending the Solar Project
Reclamation Agreement to include the Phase II Project (collectively, the First Amendment to Solar
Project Reclamation Agreement and the Solar Project Reclamation Agreement are the "Reclamation
Agreement") by which GRANTOR 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"). A true and complete copy of the Reclamation Plan is attached to the
Reclamation Agreement.
G. The term of CUP No. 3555 for the Phase II Project is thirty-five (35) years after its
effective date, which COUNTY may extend in its sole discretion, unless earlier terminated in
accordance with the provisions of applicable law.
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H. The Reclamation Plan, and more specifically, the Reclamation Agreement, including
subsection 1(a) thereof, and the First Amendment to Solar Project Reclamation Agreement, including
section 5(a) thereof, require GRANTOR to decommission, dismantle, and remove the entire Project,
including the entire Phase II Project, and reclaim the all of the Project Site, including the Phase II
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,with respect to the Phase II Project and Phase II Project Site: (i) there has not been substantial
development of the Phase II Project within two (2) years following COUNTY's Planning
Commission's approval of, and issuance to GRANTOR, CUP No. 3555; (ii) the Phase II Project, or a
substantial portion thereof, has not, following completion of construction of the Phase II 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 the Reclamation Agreement; (iv) the expiration or early termination of CUP
No. 3555; or (v) thirty-five (35) years from the commencement of operation of the Phase II Project, in
its entirety.
I. GRANTOR is providing the Security to COUNTY to secure GRANTOR's (including
any Transferee's, as defined in Section 6 of, and as provided under, the Reclamation Agreement)
faithful performance of all of its obligations under the Reclamation Agreement. In the event
GRANTOR (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, including the Phase
II Project, and the Project Site, including Phase II Project Site, including the Grantor Property, 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 Phase II Project and the Phase II Project Site, including the Grantor Property, in substantial
conformity with Reclamation Plan, pursuant to the Reclamation Agreement, COUNTY must have the
right to immediate, reasonable access the Grantor Property.
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K. 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.
H. 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 Grantor Property (this
"Easement"),solely for accessing the Grantor Property for the limited purpose of,in COUNTY's sole
discretion, carrying out the Reclamation of the Phase II Project, to the extent that the Phase II Project
is located on the Grantor Property, and the Grantor 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.5. hereof, provided however, (i) COUNTY
agrees that any such Reclamation by any of COUNTY PARTIES on the Grantor Property shall not
destroy, damage, or endanger any of the water pipelines, or other third party infrastructure, including
the fixtures, devices and appurtenances for such water pipelines and/or such other third party
infrastructure (collectively, the "Water Pipelines and Third Party Infrastructure"), which are or
will be located within in any of the areas covered by any third party easement and/or the Groundwater
Easement within the Grantor Property, as reflected in the Reclamation Plan,provided that for any such
Water Pipelines and Third Party Infrastructure that are or will be below the surface of the earth, such
Water Pipelines and Third Party Infrastructure shall, at the time of such Reclamation on the Grantor
Property by any of COUNTY PARTIES, be located at a reasonably-safe depth below the surface of
the earth, and (ii) this Easement does not impose any obligation, either express or implied, upon
COUNTY to carry out any of the Reclamation of the Phase II Project or the Grantor Property, or any
portion of the Phase II Project or the Grantor 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
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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.5. hereof.
3. GRANTOR expressly reserves for itself, its successors and its assigns, the right to use
the Grantor Property or to grant other licenses or easements on the Grantor 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 II.3. are subject to the provisions of subsection II.11.(c) hereof.
4 This Easement shall be effective upon recordation of this Easement against the
Grantor Property in the official records of the Fresno County Recorder ("Effective Time and Date").
5. This Easement may only be terminated by COUNTY, upon COUNTY's recordation
of COUNTY's release against the Grantor 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 Phase II Project, to the extent that the Phase II Project is
located on the Grantor Property, and the Grantor 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 Phase
II Project, to the extent that the Phase II Project is located on the Grantor Property, and the Grantor
Property, or that COUNTY otherwise, in its sole discretion, desires such recordation, as applicable.
6. This Easement is subject only to all superior matters of title on the Grantor Property,
which have been recorded against the Grantor Property in the official records of the Fresno County
Recorder prior to the Effective Time and Date, including without limitation any and all Encumbrances
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so recorded prior to the Effective Time and Date, provided however, the provisions of this Section
II.6. are subject to the provisions of subsection II.11.(c) hereof.
7. 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 Grantor 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.
8. This Easement may be executed in original counterparts,which taken together,shall
constitute one and the same instrument.
9. 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.
10. Upon GRANTOR's execution and delivery of this Easement to COUNTY,
GRANTOR agrees to COUNTY's immediate recordation of this Easement against the Grantor
Property in the official records of the Fresno County Recorder.
11. 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 Grantor Property was free and clear from any and all
agreements, instruments, or documents, whether unrecorded or recorded against the Grantor 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 Grantor 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 Groundwater Easement, as recorded in the official records of the
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Fresno County Recorder on the Groundwater Easement Record Date and Time, 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 Grantor Property, or any portion thereof, that
unreasonably interferes or would unreasonably interfere with this Easement, and the rights granted
herein, (iii) the easements and crossings reflected in the Reclamation Plan with respect to the Grantor
Property are the only rights, title, or interests in or to the Grantor Property that may impact this
Easement, and the rights granted herein, provided however, such easements and crossings do not
unreasonably interfere and would not unreasonably interfere with any of COUNTY PARTIES'
immediate, reasonable access to the Grantor Property, including any portion thereof, in accordance
with the limited purpose of Section II.1 hereof, and (iv) 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 Grantor 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 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.11(c)(i), (ii), and (iv)
hereof as to the disallowance or prohibition of such governmental authority's exercise of such right.
12 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.
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13. The Recitals above are incorporated herein by reference as though fully set forth
herein.
[SIGNATURES ON FOLLOWING PAGE]
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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 RE Scarlet LLC
ACCEPTED BY
Steven E. White, PE, PLS, Director B
Department of Public Works and Planning Y
Kris Cheney, Executive Vice
President, West, Central, and
By Environmental Affairs
Mailing Address:
APPROVED AS TO LEGAL FORM RE Scarlet LLC
Daniel C. Cederborg c/o EDP Renewables North America LLC
Fresno County Counsel Attn: Chief Legal Officer
P.O. Box 3827
Houston, Texas 77253
By:
Deputy
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EXHIBIT A
Scarlet Solar Energy Project
Phase II Project Site
17 16 15 14
—23
all
29 28. '; ,',27', 26
32 33 34 35
I INCH : 0.5 MILES
Fresno County Parccls Scarlet 11
N Solar Project
® Grantor Property
5
Miles
0 0.325 0.65 -----------
Fresno County, CA
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EXHIBIT B
RE Scarlet LLC—Grantor Property
LEGAL DESCRIPTION
(See Attached)
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REAL PROPERTY IN THE UNINCORPORATED AREA OF THE COUNTY OF FRESNO,STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL I:
THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 15 SOUTH, RANGE 15
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2, 2004 AS INSTRUMENT NO.2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-48
PARCEL 2:
THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 15 SOUTH, RANGE 15
EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
EXCEPTING THEREFROM THE SOUTH 50 FEET OF SAID SOUTHEAST QUARTER.
EXCEPTING THEREFROM ALL OIL,GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2, 2004 AS INSTRUMENT NO.2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-49
PARCEL 3:
THE SOUTHWEST QUARTER OF SECTION 21,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE SOUTH 50 FEET OF SAID SOUTHWEST QUARTER.
EXCEPTING THEREFROM ALL OIL,GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES AS
RESERVED IN GRANT DEED RECORDED JANUARY 2,2004 AS INSTRUMENT NO. 2004-0000205 OF
OFFICIAL RECORDS.
APN:028-071-47
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PARCEL 4:
THE EAST HALF OF THE NORTHEAST QUARTER AND THE EAST HALF OF THE NORTHWEST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28;THENCE (1)WESTERLY ALONG THE
NORTH BOUNDARY OF SAID SECTION 28 TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 28;THENCE(2)
SOUTHERLY ALONG THE WEST BOUNDARY OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 28,TO A POINT 50 FEET SOUTH OF THE NORTH
BOUNDARY OF SAID SECTION 28(MEASURED AT RIGHT ANGLES);THENCE (3) EASTERLY, PARALLEL
WITH SAID NORTH BOUNDARY TO A POINT WHICH IS 1120.31 FEET WESTERLY OF THE NORTHEAST
CORNER OF SAID SECTION 28, (MEASURED ALONG SAID NORTH BOUNDARY),THENCE (4)
SOUTHEASTERLY TO A POINT ON THE EAST BOUNDARY OF SAID SECTION 28,SAID POINT BEING 66 FEET
SOUTH OF THE NORTH BOUNDARY OF SAID SECTION 28;THENCE (5) NORTHERLY ALONG SAID EAST
BOUNDARY TO THE NORTHEAST CORNER OF SAID SECTION 28;THE POINT OF BEGINNING.
ALSO EXCEPT ALL OIL,GAS AND ASPHALTUM AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS
OF WHATSOEVER KIND AND CHARACTER IN AND TO OR UNDER SAID REAL PROPERTY,TOGETHER WITH
THE RIGHTTO ENTER UPON SAID PROPERTY AND TO USE THE SAME FOR THE PURPOSE OF EXPLORING
AND DEVELOPING AND REMOVING THEREFROM ALL SAID GAS,OIL,ASPHALTUM AND OTHER CARBON
SUBSTANCES AND OTHER MINERALS OF EVERY KIND AND CHARACTER,AN UNDIVIDED ONE-HALF
INTERESTTHEREOF BEING RESERVED IN THE DEED FROM HOTCHKISS ESTATE COMPANY,A
CORPORATION,TO D.J. CANTY ESTATE,A CORPORATION, DATED DECEMBER 30, 1947 FILED FOR
RECORD JANUARY 19, 1948 AS DOCUMENT NO. 2679 IN BOOK 2612, PAGE 1 OF OFFICIAL RECORDS,
AND AN UNDIVIDED ONE-HALF INTEREST BEING RESERVED IN THE DEED FROM D.J. CANTY ESTATE,A
CORPORATION,TO H. C. REECE AND TOM REECE, DATED JANUARY 20, 1948 FILED FOR RECORD MAY 19,
1948 AS DOCUMENT NO.24532 IN BOOK 2644, PAGE 214 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM UNTO THE GRANTORS THEREIN ALL REMAINING OIL,GAS,ASPHALTUM
AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS OF WHATSOEVER KIND AND CHARACTER IN
AND TO OR UNDER THE PROPERTY DESCRIBED AS RESERVED BY H.C. REECE, ET UX, IN DEED RECORDED
FEBRUARY 14, 1986 AS DOCUMENT NO.86015999 OF OFFICIAL RECORDS.
APN: PORTION OF 028-111-20
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PARCELS:
THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE NORTH HALF
OF THE NORTHWEST QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO
BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 50 FEET THEREOF.
ALSO EXCEPTING THEREFROM UNTO THE GRANTORS THEREIN ALL REMAINING OIL,GAS,ASPHALTUM
AND OTHER CARBON SUBSTANCES AND MINERAL RIGHTS OF WHATSOEVER KIND AND CHARACTER IN
AND TO OR UNDER THE PROPERTY DESCRIBED AS RESERVED BY H. C. REECE, ET UX, IN DEED RECORDED
FEBRUARY 14, 1986 AS DOCUMENT NO. 86015999 OF OFFICIAL RECORDS.
APN: PORTION OF 028-111-20
PARCEL 6:
ALL OF SECTION 22,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN,
ACCORDING TO THE OFFICIAL PLAT THEREOF;
EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF OF ALL OF THE OIL,GAS AND OTHER
HYDROCARBONS IN AND UNDER SAID LAND OR PRODUCED OR SAVED THEREFROM;TOGETHER WITH
THE RIGHTAND POWER IN GRANTORS,THEIR SUCCESSORS OR ASSIGNS, IN PERSON OR THROUGH THE
AGENCY OF ANY LESSEE,OPERATOR, INDEPENDENT CONTRACTOR OR OTHERWISE,TO MINE FOR,DRILL
FOR, PRODUCE, EXTRACT,TAKE AND REMOVE AN UNDIVIDED ONE-HALF OF ALL OF SAID SUBSTANCES
(AND WATER FOR GRANTORS'SAID OPERATIONS ON SAID LAND) FROM,AND TO STORE THE SAME
UPON,THE SAID LAND WITH THE RIGHT OF ENTRYTHEREON AT ALL TIMES FOR SAID PURPOSES;
TOGETHER WITH THE RIGHT TO MINE OR DRILL WELLS THEREON, FOR SAID PURPOSES AND TO
CONSTRUCT, ERECT, MAINTAIN,OPERATE, USE, REPAIR AND REPLACE THEREON AND REMOVE
THEREFROM ALL PIPELINES,TELEPHONE AND TELEGRAPH LINES, DERRICKS,TANKS, MACHINERY,
BUILDINGS AND OTHER STRUCTURES WHICH GRANTORS,THEIR SUCCESSORS OR ASSIGNS, MAY DESIRE
IN CARRYING ON ANY SUCH OPERATION, INCLUDING ALL RIGHTS NECESSARY OR CONVENIENT
THERETO,TOGETHER WITH THE RIGHTS OF WAY FOR PASSAGE OVER, UPON AND ACROSS,AND
INGRESS AND EGRESS TO AND FROM SAID LAND FOR SUCH PURPOSES,AS RESERVED IN THE DEED
FROM JOHN B.JAGO, ET AL, DATED DECEMBER 24, 1946, RECORDED FEBRUARY 03, 1947 AS
DOCUMENT NO. 6655 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF FRESNO BY DEED
RECORDED JULY 28, 1966 IN BOOK 5341, PAGE 497 AS DOCUMENT NO.55947 OF OFFICIAL RECORDS.
AND ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF FRESNO BY DEED
RECORDED JANUARY 06, 1995 AS DOCUMENT NO. 95002091 OF OFFICIAL RECORDS.
AND ALSO EXCEPTING THEREFROM ALL OF GRANTOR'S RIGHT,TITLE AND INTEREST IN AND TO ALL OIL,
GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,AS RESERVED IN
THE DEED RECORDED JULY 29, 1999,AS DOCUMENT NO. 1999-0111576 OF OFFICIAL RECORDS.
APN:028-081-66
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PARCEL 7:
THE NORTHEAST QUARTER AND THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 27,
TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN,ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER
NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON,WITHIN OR UNDERLYING THE
HEREINABOVE DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM, INCLUDING,WITHOUT
LIMITED THE GENERALITY OF THE FOREGOING,ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES,GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION,AND SAND, GRAVEL AND
AGGREGATES,AND PRODUCTS DERIVED THEREFROM,AS GRANTED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965,AS DOCUMENT NO. 104217 OF OFFICIAL RECORDS.
APN:028-120-62
PARCEL 8:
THE SOUTH HALF OF SECTION 27,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND
MERIDIAN,ACCORDING TO THE OFFICIAL PLATTHEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER
NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON,WITHIN OR UNDERLYING THE
HEREINABOVE DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM, INCLUDING,WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING,ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES,GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION,AND SAND,GRAVEL AND
AGGREGATES,AND PRODUCTS DERIVED THEREFROM,AS GRANTED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965,AS DOCUMENT NO. 104217 OF OFFICIAL RECORDS.
APN:028-120-61
PARCEL 9:
THE SOUTH HALF OF THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 28,TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND
MERIDIAN,ACCORDING TO THE UNTIED STATES GOVERNMENT TOWNSHIP PLAT APPROVED BY THE
SURVEYOR GENERAL ON 1ANUARY 31, 1855.
PORTION OF APN:028-111-19
NO _ 9607
E�(P 03/312025
*, iii2i2022 �
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