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HomeMy WebLinkAboutAgreement A-24-628 - Reclamation Agreement (2).pdf Agreement No. 24-628 24-0943 1 LUNA VALLEY SOLAR I, LLC PROJECT RECLAMATION AGREEMENT 2 3 This LUNA VALLEY SOLAR I, LLC PROJECT RECLAMATION AGREEMENT 4 ("Agreement") is entered into this 3rd day of December, 2024 ("Effective Date"), by and 5 between the COUNTY OF FRESNO, a political subdivision of the State of California 6 ("COUNTY"), and LUNA VALLEY SOLAR I, LLC, a Delaware limited liability company 7 registered in the State of California ("APPLICANT"), each a "Party" and collectively, the 8 "Parties." 9 RECITALS: 10 A. On November 18, 2021, pursuant to County Resolution No. 12916, subject to the 11 conditions, mitigation measures, and project notes listed therein, the COUNTY's 12 Planning Commission, under the California Environmental Quality Act (California Public 13 Resources Code, Division 13, section 21000 etseq.), including the implementing CEQA 14 Guidelines thereunder (Title 14, Division 6, Chapter 3, California Code of Regulations, 15 section 15000 et seq.), certified Environmental Impact Report ("EIR") No. 7813 for the 16 Luna Valley Solar Energy Project and approved and issued to APPLICANT Unclassified 17 Conditional Use Permit ("CUP") No. 3671, as amended by that certain First One-Year 18 Extension for Conditional Use Permit No. 3671 approved on August 24, 2023, and that 19 certain Unclassified Conditional Use Permit No. 3786 approved on April 11, 2024. The 20 certified EIR No. 7813 and such approved and issued CUP No. 3671, as amended, are 21 collectively referred to herein as the "Approvals." 22 B. As a condition of the Approvals, COUNTY's Planning Commission required 23 APPLICANT's compliance with "the Draft Reclamation Plan as submitted to the 24 Planning Commission and prepared for the decommissioning of the facility when 25 operation ceases." The reclamation plan identified by the Planning Commission is dated 26 April of 2021. The same condition of the Approvals allows APPLICANT to make 27 "[r]easonable modifications" to the submitted reclamation plan "to address changes of 28 scope and configuration of the final Site Plan and improvements," but requires that the 104867\17656589vl 1 of 36 1 reclamation plan "be reviewed and approved as final by the County of Fresno, 2 Department of Public Works and Planning ["Department"] prior to the issuance of any 3 development permits." 4 C. In April of 2024, APPLICANT submitted to the Department a proposed final draft 5 reclamation plan, including modifications thereto (collectively, such proposed final draft 6 reclamation plan and modifications thereto are the "Reclamation Plan"). 7 D. On April 17, 2024, the Director of Public Works and Planning or such Director's 8 designee (collectively, the "Director") approved the Reclamation Plan. A true and 9 complete copy of the Reclamation Plan is attached hereto and incorporated herein by 10 reference as Exhibit A. 11 E. The Approvals and Reclamation Plan describe a project consisting of an approximately 12 200-megawatt solar photovoltaic generation facility, 200 megawatt energy storage 13 system, 34.5 kilovolt overhead transmission line, and supporting electrical infrastructure 14 (collectively, the "Project"). APPLICANT represents to COUNTY that the Project 15 described herein will be fully capable, once completed according to its manufacturer's 16 specifications, of independent operation and of supplying power to the power grid. 17 F. The Project will be situated on and within multiple parcels consisting of approximately 18 1,287 acres, identified in the Approvals, generally located on the west side of State 19 Route 33 (S. Derrick Avenue), between the W. South Avenue and W Dinuba Avenue, 20 and approximately nine miles south of the City of Mendota in unincorporated Fresno 21 County, as more particularly shown on Exhibit B, attached hereto and incorporated 22 herein by reference solely for the purpose of illustrating the location of the Project. 23 G. Generally, the Reclamation Plan states that, at the end of its expected 35-year useful 24 life, the Project would be decommissioned and dismantled, and the Project site restored 25 to an agricultural use-ready condition in accordance with all applicable codes and 26 regulations. 27 H. The Project will be situated on parcels commonly referred to by Assessor's Parcel 28 Numbers ("APNs") 028-060-77, 028-100-84, and 028-100-85 (formerly 028-060-34, 104867\17656589vl Luna Valley Project Reclamation Agreement 2 of 36 1 028-060-69, 028-060-70, 028-060-71, 028-060-72, 028-101-15, 028-101-17, 028-101- 2 19, 028-101-29, 028-101-58, 028-101-65, 028-101-69, 028-101-72, 028-101-74, and 3 028-101-77), as more particularly described on Exhibit B-1, attached hereto and 4 incorporated herein by reference. The property described in Exhibit B-1 is referred to 5 herein as the "Property." APPLICANT represents, covenants, and warrants that 6 Property does not include the parcel commonly known as APN 028-101-59, and that 7 APPLICANT will construct no component of the Project on APN 028-101-59. 8 APPLICANT understands, acknowledges, and agrees that COUNTY will not issue any 9 grading, building, or construction permits, or any other permits, for any portion of the 10 Project on APN 028-101-59. 11 I. APPLICANT represents to COUNTY that fee title to the Property was vested in Luna 12 Valley Land Holdings, LLC ("Property Owner"), a Delaware limited liability company, 13 which APPLICANT represents to COUNTY is an affiliate of APPLICANT, by Grant Deed 14 from Westlands Water District ("Westlands"), a California public agency, recorded in 15 the Official Records of the County of Fresno on October 26, 2023 at 9:12 AM as 16 Instrument No. 2023-0099567 ("Grant Deed"). 17 J. [In the Grant Deed, Westlands asserted that it excepted and reserved unto itself the 18 following rights, titles, and interests, referred to herein as the "Westlands 19 Reservation": 20 EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] all minerals, oil, gas and other hydrocarbon substances that are more than 500 feet 21 below the surface of the Property; provided that [Westlands] (and [Westlands]'s successors, assigns, and/or mineral lessees) shall have no rights to use or 22 access the surface of the Property or any subsurface area within 500 feet of the surface of Property to remove, exploit or otherwise benefit from such minerals, 23 oil, gas and other hydrocarbons substances. 24 ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] the exclusive, permanent right to all water allocations and similar entitlements 25 appurtenant to or associated with the Property by virtue of its location within [Westlands]'s service area, including without limitation the right to apply for and 26 receive from [Westlands] or its successors a ratable allocation of water under 27 California Water Code Section 35420 or any successor statute. EXCEPTING THEREFROM any easements of record in favor of [Westlands] as 28 in its capacity as a water district as opposed to its capacity as fee landowner 104867\17656589vl Luna Valley Project Reclamation Agreement 3 of 36 1 (such interests not being merged by [Westlands]'s acquisition of fee title) and fixtures owned by [Westlands] in the nature of water district facilities. 2 ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] 3 the right to all groundwater underlying or otherwise appurtenant to the Property, provided, however, that: (i) [Westlands] shall have no right to use, access or 4 enter the surface of the Property to remove, exploit, or otherwise benefit from such groundwater such that any access by [Westlands] to such groundwater will 5 be from other property located outside the Property; (ii) subject to any duly promulgated regulations of general applicability by any Groundwater 6 Sustainability Agency or similar agency (including [Westlands] acting in such capacity), [APPLICANT] may extract two (2) acre-feet of groundwater per year 7 for operation of its solar power generation facilities located on the Property; and (iii) [APPLICANT] may extract an additional one hundred and fifty (150) acre-feet 8 of groundwater per year for construction water purposes. 9 ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] the exclusive, permanent right to maintain, cause, permit, create, or allow the 10 presence of subsurface water underlying the Property, and the permanent right, in their sole discretion, to provide drainage or not provide drainage of the 11 subsurface water underlying the Property; provided, however, that [Westlands]shall have no right to use, access or enter the surface of the Property 12 to remove, exploit, or otherwise benefit from such subsurface water such that any access by [Westlands] to such subsurface water will be from other property 13 located outside the Property.] 14 K. APPLICANT's only right to use the Property for the purposes of the Project is 15 established by that certain Solar Facility Ground Lease Agreement, dated October 24, 16 2023, as referenced by that certain Memorandum of Solar Facility Ground Lease 17 Agreement, recorded October 26, 2023, as Instrument No. 2023-0099753 of Official 18 Records of the County of Fresno (the "Memorandum of Solar Facility Ground Lease 19 Agreement"). 20 L. As a further condition of the Approvals, the Planning Commission required that, prior to 21 the issuance of any further permit(s) for grading or development (and the Parties agree 22 that development includes construction or building), relating to the Project (collectively, 23 "Grading or Development Permits"), APPLICANT must enter into a reclamation 24 agreement with COUNTY to secure APPLICANT's obligations to "(1) decommission, 25 dismantle, and remove the project and reclaim the site to its pre-project condition in 26 accordance with the approved Reclamation Plan, and (2) maintain a financial assurance 27 to the County of Fresno, to secure the project owner's obligations under the reclamation 28 agreement, in an amount sufficient to cover the costs of performing such obligations." 104867\17656589vl Luna Valley Project Reclamation Agreement 4 of 36 1 M. To secure APPLICANT's faithful performance of all of its obligations under the 2 Reclamation Plan, the Planning Commission further required APPLICANT to maintain 3 a financial assurance "in the form of cash and maintained through an escrow 4 arrangement acceptable to the County of Fresno." The amount of this Cash Security 5 (defined in Section 2(a) below) "shall (1) initially cover the project owner's cost of 6 performing its obligations under the reclamation agreement..., based on the final County 7 of Fresno-approved design of the project, which cost estimate shall be provided by the 8 project owner to the County of Fresno, and be subject to approval by the County of 9 Fresno, and (2) be automatically increased annually, due to increases in costs, using 10 the Engineering News-Record construction cost index." 11 N. APPLICANT shall make the deposits of the Cash Security into an escrow account, as 12 required herein, which shall be (i) in the initial minimum amount equal to the licensed 13 professional engineer's written cost estimate, which is eight million, five-hundred six 14 thousand, three-hundred and five, and 40/100 dollars ($8,506,305.40) ("Initial 15 Minimum Deposit"), plus such annual increases reflecting increased construction 16 costs reflected in the Engineering News-Record ("ENR") construction cost index and 17 each such subsequent deposit by APPLICANT shall be without the requirement of any 18 demand or notice by COUNTY, (ii) subject to an Escrow Agreement (defined below), in 19 a form and substance satisfactory to COUNTY as provided in this Agreement, among 20 COUNTY, APPLICANT, and a financial institution having minimum Federal Deposit 21 Insurance Corporation (FDIC) insurance coverage under this Agreement, and (iii) the 22 initial amount of such deposit shall be in compliance with this Agreement and the 23 Escrow Agreement prior to COUNTY's issuance of any Grading or Development 24 Permits. 25 O. APPLICANT represents to COUNTY that APPLICANT intends to diligently undertake 26 and complete construction of the Project. 27 P. The Parties agree that fairness and sound fiscal policy require that APPLICANT, as the 28 person or entity receiving the benefits of any land use approval, should also bear the 104867\17656589vl Luna Valley Project Reclamation Agreement 5of36 1 burden of the liability for decommission and dismantling the Project, and restoring the 2 Project site to an agricultural use-ready condition in accordance with all applicable 3 codes and regulations. 4 In consideration of the foregoing facts and circumstances, and for good and valuable 5 consideration, the sufficiency of which is acknowledged and as having been received, the 6 Parties hereby agree as follows: 7 1. APPLICANT'S OBLIGATIONS. 8 (a) Compliance with Reclamation Plan. 9 APPLICANT agrees that all of APPLICANT's activities set forth in the Reclamation Plan 10 with respect to the Project shall be deemed as requirements of APPLICANT under this 11 Agreement and are enforceable by COUNTY under the terms and conditions of this 12 Agreement. APPLICANT shall, at its own cost, fully perform and comply with all of the 13 provisions of the Reclamation Plan, including without limitation Section 5 (Decommissioning 14 and Restoration Process) and Section 6 (Decommissioning Costs and Financial Assurances) 15 thereof with respect to the Project, and decommission, dismantle, and remove the entire 16 Project, and reclaim all of the Property to its pre-Project condition as an agricultural use-ready 17 condition in accordance with all applicable codes and regulations pursuant to the Reclamation 18 Plan (collectively, "Reclamation") within twelve (12) months of the earliest to occur of any of 19 the following, as reasonably determined by the Director: (i) there has not been substantial 20 development of the Project within two (2) years following the COUNTY's Planning 21 Commission's approval of, and issuance to APPLICANT, CUP No. 3671; (ii) the Project, or a 22 substantial portion thereof, has not, following completion of construction of the Project, or any 23 phase thereof (should APPLICANT elect to undertake the Project in phases pursuant to 24 subsection 2(e) of this Agreement ), produced electricity for at least six (6) consecutive months 25 within a twelve (12) month period, or for three hundred sixty five (365) non-consecutive 26 calendar days within any twenty four (24) month period, during the term of this Agreement; (iii) 27 the expiration or early termination of CUP No. 3671, as amended; or (iv) thirty-five (35) years 28 from the commencement of operation of the Project, or any phase thereof(should APPLICANT 104867\17656589vl Luna Valley Project Reclamation Agreement 6 of 36 1 elect to undertake the Project in phases pursuant to subsection 2(e) of this Agreement) (each, 2 an "Event of Project Cessation"). If there are any inconsistencies between the terms and 3 conditions of this Agreement (excluding the Reclamation Plan) and the provisions of the 4 Reclamation Plan with respect to the Project and/or the Property, such inconsistencies shall 5 be resolved by giving precedence to the terms and conditions this Agreement (excluding the 6 Reclamation Plan) over the provisions of the Reclamation Plan with respect to the Project 7 and/or the Property. 8 (b) Notice to COUNTY. 9 (i) APPLICANT shall, within thirty (30) calendar days following 10 completion of construction of the Project, provide written notice thereof to COUNTY pursuant 11 to Section 5 of this Agreement accompanied by a complete as-built site plan of the Project in 12 paper and digital Portable Document Format "PDF" or other format acceptable to COUNTY, 13 setting forth each location of the actually-constructed Project, provided however, 14 APPLICANT's failure to provide or delay in providing such notice, or as-built site plan to 15 COUNTY shall not prohibit COUNTY from exercising its rights and remedies under this 16 Agreement. 17 (ii) APPLICANT shall provide written notice to COUNTY pursuant to 18 Section 5 of this Agreement within ten (10) calendar days following the occurrence of any 19 Event of Project Cessation, provided however, the failure of APPLICANT to provide or delay 20 in providing such notice shall not prohibit COUNTY from exercising its rights and remedies 21 under this Agreement. 22 In addition to the foregoing paragraph, upon COUNTY's written request to APPLICANT, 23 which shall be made in the manner for providing notice pursuant to Section 5 of this 24 Agreement, concerning whether there is any Event of Project Cessation, APPLICANT shall, 25 not later than ten (10) calendars days after receipt of such request, provide written responsive 26 notice to COUNTY pursuant to Section 5 of this Agreement, which responsive notice shall be 27 accompanied by copies of, or electronic links to, the records, so requested by COUNTY, 28 concerning the status of the Project's development, and of the Project's operation and 104867\17656589vl Luna Valley Project Reclamation Agreement 7 of 36 1 electricity production. APPLICANT shall retain and maintain such records for a minimum of 2 five (5) years from their creation. 3 (c) Time is of the Essence. 4 It is understood that time is of the essence in the performance of all obligations under 5 this Agreement and the Reclamation Plan. Any reference in this Agreement to "business days" 6 shall mean COUNTY's business days. 7 (d) Pre-condition to Grading or Development Permits. 8 Prior to APPLICANT obtaining any further Grading or Development Permits from 9 COUNTY with respect to the Project, or any portion thereof, the following shall have occurred 10 to COUNTY's satisfaction: pursuant to subsection 2(b) of this Agreement, (1) APPLICANT, 11 COUNTY, and the Escrow Agent (as defined in subsection 2(a) of this Agreement), have 12 entered into an Escrow Agreement (as defined in subsection 2(a) of this Agreement), and 13 APPLICANT has delivered such fully-executed Escrow Agreement to COUNTY, and (2) by the 14 terms of the Escrow Agreement, APPLICANT has irrevocably delivered to the Escrow Agent 15 the initial amount of the Cash Security for the Escrow Agreement, which shall be in the amount 16 of the Initial Minimum Deposit (as defined in Recital N of this Agreement) for the Project, and, 17 the Escrow Agent has given COUNTY written confirmation of the Escrow Agent's receipt of 18 such Initial Minimum Deposit; and (ii) pursuant to Section 7 of this Agreement, the Recordation 19 of the Easement (as defined in Section 7 of this Agreement) has occurred, as provided by and 20 in compliance with Section 7 of this Agreement. 21 2. SECURITY FOR APPLICANT'S OBLIGATIONS. 22 (a) Definitions. 23 "Cash Security" means and includes all of the then-current amount of the cash, which 24 shall be in immediately available United States currency ("US Currency"), or any portion 25 thereof, including APPLICANT's initial deposit of the cash pursuant to Section 2 of this 26 Agreement, and any annual increases of such cash as a result of any interest income earned 27 on the Cash Security or as a result of any additional cash deposits required by this Agreement, 28 all as to be held on deposit by the Escrow Agent for the sole benefit of the County under the 104867\17656589vl Luna Valley Project Reclamation Agreement 8 of 36 1 Escrow Agreement, less any County drawings of the Cash Security under the Escrow 2 Agreement. 3 "Escrow Agent" means a financial institution, appointed jointly by APPLICANT and 4 COUNTY (or otherwise, if necessary, by a court of competent jurisdiction), that receives the 5 Cash Security from APPLICANT, and is authorized under the Escrow Agreement to hold the 6 Cash Security, and to disburse the Cash Security to COUNTY upon COUNTY's drawing 7 thereunder. APPLICANT and COUNTY propose to jointly appoint ,Citibank N.A. as the initial 8 Escrow Agent. 9 "Escrow Agreement" means an agreement by and among APPLICANT, COUNTY, 10 and the Escrow Agent, which is the arrangement by which APPLICANT irrevocably deposits 11 the Cash Security with the Escrow Agent, and by which there are any annual increases of such 12 cash as a result of any interest income earned on the Cash Security or as a result of any 13 additional cash deposits required by this Agreement, and which increases and additional cash 14 deposits are deemed irrevocable once increased or deposited, as applicable, for the sole 15 benefit of COUNTY, to enable APPLICANT to secure its faithful performance of all of its 16 obligations under this Agreement. 17 (b) Cash Security. 18 As security to COUNTY for APPLICANT's faithful performance of all of its obligations 19 to comply with the Reclamation Plan and the terms and conditions of this Agreement, 20 APPLICANT shall, and shall cause an Escrow Agent to, not later than five (5) business days 21 subsequent to the execution of this Agreement by the Parties, enter into an Escrow Agreement 22 among APPLICANT, COUNTY, and the Escrow Agent. Within three (3) business days 23 following APPLICANT's, COUNTY's, and the Escrow Agent's execution of such Escrow 24 Agreement, APPLICANT shall irrevocably deliver to the Escrow Agent the initial amount of the 25 Cash Security for the Escrow Agreement, which shall be in the amount of the Initial Minimum 26 Deposit (as defined in Recital N of this Agreement) for the Project. The amount of the Cash 27 Security is not a limitation on APPLICANT's obligations under this Agreement or the 28 Reclamation Plan. 104867\17656589vl Luna Valley Project Reclamation Agreement 9 of 36 1 Not later than December 1, 2024, and December 1 of each year following the Effective 2 Date hereof, APPLICANT shall, without the requirement of any demand or notice by COUNTY, 3 deposit additional cash necessary to cause the Cash Security to be increased by a percentage 4 equal to any annual increase in construction costs reflected in the ENR construction cost index 5 from October 1 of the previous year to October 1 of the then-current year. As of the Effective 6 Date, the ENR construction cost index is available at the following Web address: ENR.com 7 As an example, assuming there is an annual increase in construction costs for 2024 8 (i.e., the current year), if the ENR construction cost index for the period of October 1, 2023 9 (i.e., for the previous year) through October 1, 2024 (i.e., for the current year) reflects a 3.5% 10 increase in the cost of construction for 2023, APPLICANT would be required, by December 1, 11 2024, to deposit into the Cash Security an amount equal to 3.5% of the then total Cash 12 Security. Such calculations shall be made as if APPLICANT timely deposited the total amount 13 of the Initial Minimum Deposit (as defined in Recital N of this Agreement). 14 Notwithstanding anything to the contrary in the foregoing two paragraphs, should 15 APPLICANT undertake the construction of the Project in phases pursuant to subsection 2(e) 16 of this Agreement, APPLICANT may defer payment of interest on any unpaid amount of the 17 Cash Security ("Accrued Interest") until payment of the initial attributable reclamation cost for 18 that phase discussed in subsection 2(e) below. In no event does deferral of payment of the 19 Accrued Interest relieve APPLICANT of its obligation to make such payments. 20 If the ENR construction cost index reflects a decline in construction costs for the one- 21 year period described above, the APPLICANT shall not be permitted to withdraw from the 22 Cash Security or to credit that decline against the Cash Security or any future increases in the 23 Cash Security. 24 APPLICANT shall notify COUNTY as provided in Section 5 of this Agreement, with a 25 report stating the amount by which APPLICANT increased the Cash Security, supported by 26 the calculation of such increase with reference to the ENR construction cost index, or no 27 change in the Cash Security, supported by the calculation of such decrease or no change with 28 reference to the ENR construction cost index, not later than January 15 of the year following 104867\17656589vl Luna Valley Project Reclamation Agreement 10 of 36 1 the increase or no change in the Cash Security, as applicable, provided however that, if such 2 construction cost information is not available, then APPLICANT shall provide notice of such 3 unavailability to COUNTY, including any reasonably-estimated date of such availability if such 4 estimated date is available to APPLICANT and continue to reasonably keep COUNTY so 5 informed if such information continues to be unavailable for more than fifteen (15) calendar 6 days after such notice, and in any event APPLICANT shall promptly provide such information 7 once it becomes available, provided further however, if such information is unavailable for 8 forty-five (45) more calendar days after such notice, and if the Director, in his or her sole and 9 absolute judgment, determines that the ENR construction cost index is no longer available 10 during the term of this Agreement, the Director may, in his or her sole and absolute discretion, 11 replace the ENR construction cost index with another, comparable construction cost index 12 retroactive to the last date that the ENR construction cost index was available, as the Director 13 may determine in his or her sole and absolute judgment, without necessity of any amendment 14 or modification to this Agreement, by notifying APPLICANT as provided in Section 5 of this 15 Agreement, and APPLICANT shall use such replacement comparable construction cost index 16 for purposes of this subsection 2(b). The provisions of this paragraph shall apply to any 17 replacement construction cost index. 18 (c) Escrow Agreement. 19 The Escrow Agreement shall be in a form and substance acceptable to COUNTY. The 20 Escrow Agent shall be acceptable to COUNTY. Without limiting the generality of the foregoing 21 requirements of the Escrow Agreement and Escrow Agent, APPLICANT shall, and shall cause 22 the Escrow Agent to, enter into an Escrow Agreement among APPLICANT, COUNTY and the 23 Escrow Agent in compliance with the following major requirements of the Escrow Agreement, 24 which major requirements are not an exhaustive list of requirements for the Escrow 25 Agreement: 26 (1) As provided in subsection 2(b) of this Agreement, APPLICANT shall irrevocably deliver 27 to the Escrow Agent the Initial Minimum Deposit (as defined in Recital N of this 28 Agreement), in US Currency, as the initial Cash Security for the exclusive purposes of 104867\17656589vl Luna Valley Project Reclamation Agreement 11 of 36 1 the Escrow Agreement. The Escrow Agent shall receive, and upon receipt immediately 2 deposit, and hold the Cash Security only in a savings deposit account of the Escrow 3 Agent for the exclusive purposes of the Escrow Agreement. APPLICANT acknowledges 4 and agrees that a savings deposit account does not include a money market account, 5 a certificate of deposit, or any account which is not immediately liquid. The Escrow 6 Agent shall cause the Cash Security, while on deposit with the Escrow Agent under the 7 Escrow Agreement, to be (i) interest-bearing, at a savings deposit rate available to 8 members of the public, and (ii) fully insured by the FDIC up to the lesser of (1) the 9 amount of the Cash Security while on deposit with the Escrow Agent under the Escrow 10 Agreement, or (2) the then-current maximum FDIC insurance coverage available for an 11 FDIC-insured deposit account. The Cash Security shall be maintained by the Escrow 12 Agent as a separate savings deposit account with its own ownership classification as 13 being for the sole benefit of COUNTY, which savings deposit account shall be distinct 14 from any and all other accounts or funds of the APPLICANT that might be maintained 15 or held by the Escrow Agent or its parent or affiliates (including, without limitation, Luna 16 Valley Holdings, LLC), to ensure that the maximum FDIC insurance coverage available 17 for an FDIC-insured deposit account shall apply to the Cash Security. COUNTY shall 18 not have any liability, either directly or indirectly, in respect of any loss of any principal 19 of, or any earnings on, the Cash Security, or any failure of the Escrow Agent to obtain 20 earnings on the Cash Security. 21 (2) Any annual increases of the Cash Security as a result of the additional cash deposits 22 required by this Agreement shall be US Currency for the exclusive purposes of the 23 Escrow Agreement. 24 (3) Any annual increases of the Cash Security as a result of any interest income earned on 25 the Cash Security or as a result of the additional cash deposits required by this 26 Agreement are deemed irrevocable once increased or deposited, as applicable. 27 (4) The Applicant, including its successors or assigns or anyone claiming through the 28 Applicant, shall not have any rights whatsoever to use, control, or access, either directly 104867\17656589vl Luna Valley Project Reclamation Agreement 12 of 36 1 or indirectly, or withdraw any funds from or borrow against the Cash Security, or to 2 make any other demand of the Escrow Agent or the County with respect to the Cash 3 Security. 4 (5) APPLICANT shall promise, covenant, and warrant to COUNTY and the Escrow Agent 5 that the Cash Security is not and shall not at any time be subject to any attachments, 6 seizures, garnishments, pledges, liens, encumbrances, levies, security interests, claims 7 of any creditors, or writs, or court orders, judgments or decrees, of threat of any of the 8 foregoing, all of which shall be of every nature whatsoever; and if any such conditions 9 occur or are threatened, APPLICANT shall, to COUNTY's and the Escrow Agent's 10 satisfaction, immediately remove, cure, or satisfy such conditions or threatened 11 conditions, which may include the APPLICANT's deposit of an equal amount thereof of 12 replacement funds into the Cash Security, which replacement funds shall satisfy the 13 requirements of this subsection 2(c)(5), and promptly give the COUNTY and the Escrow 14 Agent notice of such deposit. In the event of any such deposit of replacement funds by 15 the APPLICANT into the savings account for the Cash Security, and the APPLICANT's 16 prompt notice thereof, including the specific source of replacement funds and 17 assurance that such replacement funds satisfy this Agreement and the Escrow 18 Agreement, given to the COUNTY and the Escrow Agent, the COUNTY shall promptly 19 give notice to the APPLICANT and the Escrow Agent whether such replacement deposit 20 of funds is acceptable to the COUNTY, and the Escrow Agent shall promptly give notice 21 to the COUNTY and the APPLICANT whether such replacement deposit of funds is 22 acceptable to the Escrow Agent, and if both the COUNTY and the Escrow Agent so 23 accept, then the Escrow Agent shall promptly thereafter return to the APPLICANT the 24 funds so substituted, provided however, such notice given by the COUNTY shall not 25 preclude the COUNTY from enforcing the requirements of this Agreement and the 26 Escrow Agreement if such replacement deposit of funds is subsequently determined 27 not to satisfy this Agreement or the Escrow Agreement. 28 (6) Upon COUNTY's presentation of its instructions for drawing upon the Cash Security to 104867\17656589vl Luna Valley Project Reclamation Agreement 13 of 36 1 the Escrow Agent, under the Escrow Agreement, the Escrow Agent shall, solely by 2 examining the face of COUNTY's drawing instructions for compliance with the 3 requirements in the Escrow Agreement for making drawings, pay COUNTY according 4 to the terms of such COUNTY drawing in immediately available US Currency up to the 5 then-current amount of the Cash Security within three (3) business days of such 6 presentation to the Escrow Agent. The COUNTY's place of presentation of its written 7 instructions for drawing upon the Escrow Funds to the Escrow Agent shall be at a 8 location or locations reasonably accessible to COUNTY, one of which location shall be 9 in the City of Fresno. Partial and multiple drawings, or a single drawing, by COUNTY 10 upon the Cash Security, up to the then-current amount of the Cash Security, shall be 11 permitted under the Escrow Agreement. Within one (1) business day after COUNTY's 12 receipt of any drawing, COUNTY shall give written notice thereof to APPLICANT. 13 (7) APPLICANT shall promise, covenant, and warrant to COUNTY and the Escrow Agent 14 that if COUNTY attempts to draw upon, or draws upon, the Cash Security, APPLICANT 15 (including APPLICANT's successors or assigns, or anyone claiming through 16 APPLICANT, or any other persons, firms, or entities acting at the direction, or under the 17 authority, of APPLICANT) shall not in any way whatsoever, either directly or indirectly, 18 defeat, interfere with, obstruct, or cause delay to said right of COUNTY to do so, 19 including, without limitation, demanding the Escrow Agent not to honor or pay COUNTY 20 on any draw upon the Cash Security, or taking any legal action against COUNTY and/or 21 the Escrow Agent, including the Escrow Funds, to stay, enjoin, or prevent COUNTY 22 from drawing upon the Cash Security, or taking any legal action against the COUNTY 23 and/or the Escrow Agent, including the Escrow Funds, to seek to suspend, invalidate, 24 make unenforceable, or terminate the Escrow Agreement, provided however, nothing 25 in this subsection 2(c)(7) precludes APPLICANT from any subsequent legal action 26 against COUNTY, after COUNTY has made a drawing upon the Escrow Funds and 27 actually received the drawn funds, on the ground that such drawing violated the 28 Reclamation Agreement, provided further however, COUNTY shall not be precluded 104867\17656589vl Luna Valley Project Reclamation Agreement 14 of 36 1 from brining any cross-action against APPLICANT relating to same. 2 (8) The Escrow Agreement shall have requirements regarding APPLICANT's obligations 3 for indemnifying and defending COUNTY and the Escrow Agent, the Escrow Agent's 4 compensation which shall be payable solely and directly by APPLICANT with funds 5 other than the Cash Security, and COUNTY's right to receive and have immediate 6 access to reports of all account activities, including, without limitation, interest income 7 on, and disbursements of, the Cash Security, all of which requirements shall be 8 acceptable to COUNTY. 9 (9) COUNTY shall have the right, based upon its determination, to give the Escrow Agent 10 and APPLICANT notice that (i) all of the Cash Security has, according to the terms and 11 conditions of the Escrow Agreement, been paid to COUNTY, or (ii) the Cash Security 12 no longer is needed by COUNTY, and in the event that there is, to COUNTY's 13 knowledge, any remaining Cash Security at the time of such notice, COUNTY's notice 14 shall state that COUNTY releases its interest under the Escrow Agreement in such 15 remaining Cash Security. 16 (d) Replacement Escrow Agreement. 17 If APPLICANT has not completed the performance of all obligations under this 18 Agreement, as determined by COUNTY, the termination of an Escrow Agreement, shall not, 19 by itself, be a limitation on or otherwise affect APPLICANT's obligations to maintain the Cash 20 Security under an Escrow Agreement, as required herein. APPLICANT shall always cause the 21 Cash Security to be maintained by the Escrow Agent under an Escrow Agreement, as provided 22 herein, or under any replacement Escrow Agreement to be maintained by any new Escrow 23 Agent, as provided herein, without interruption in coverage, so that APPLICANT's performance 24 of its obligations under this Agreement are continuously secured by a Cash Security with an 25 Escrow Agent or new Escrow Agent, either by an Escrow Agreement or a replacement Escrow 26 Agreement, respectively, during the term of this Agreement. The requirements under this 27 Agreement for an Escrow Agreement shall apply to any replacement Escrow Agreement, and 28 the requirements under this Agreement for the Escrow Agent shall apply to any new Escrow 104867\17656589vl Luna Valley Project Reclamation Agreement 15 of 36 1 Agent. In the event that there should be a need for a replacement Escrow Agreement, the 2 determination whether a proposed replacement Escrow Agreement is acceptable to COUNTY, 3 COUNTY may consider whether the proposed replacement Escrow Agreement complies 4 substantially with the form and substance of the then-current Escrow Agreement. 5 (e) Optional Phasing of Construction 6 Notwithstanding any contrary provisions of Section 2(b), provided that there is not an 7 uncured Event of Default, COUNTY will permit APPLICANT to construct the Project in up to 8 two (2) phases, consisting of the following, in the following order, and subject to the following 9 requirements: 10 (1) First, "Phase I" shall consist of a solar photovoltaic array, with an 11 estimated production capacity of 200 megawatts of alternating current electrical power and a 12 substation and gen-tie line serving the Project, to which phase the attributable reclamation 13 cost is seven million, eight-hundred seventy-five thousand, four-hundred and seventy- 14 one, and 40/100 dollars ($7,875,471.40). 15 (2) Second, "Phase I I" shall consist of a battery energy storage system 16 with an estimated storage capacity of approximately 674 megawatt-hours, with battery 17 infrastructure distributed throughout the Property, to which phase the attributable reclamation 18 cost is six-hundred fifty thousand, eight-hundred and thirty-three, and 65/100 dollars 19 ($650,833.65). 20 Prior to APPLICANT obtaining any further Grading or Development Permits from 21 COUNTY with respect to any phase, (1) APPLICANT, COUNTY, and the Escrow Agent (as 22 defined in subsection 2(a) of this Agreement), have entered into an Escrow Agreement (as 23 defined in subsection 2(a) of this Agreement), and APPLICANT has delivered such fully- 24 executed Escrow Agreement to COUNTY, (2) by the terms of the Escrow Agreement, 25 APPLICANT has irrevocably delivered to the Escrow Agent the initial amount of the Cash 26 Security attributable to that phase, including any Accrued Interest for that phase, and, the 27 Escrow Agent has given COUNTY written confirmation of the Escrow Agent's receipt of such 28 amount, and (3) APPLICANT has complied with all other terms of this subsection 2(e), 104867\17656589vl Luna Valley Project Reclamation Agreement 16 of 36 1 including the obligation to deliver the Easement, as required by and defined Section 7 of this 2 Agreement. APPLICANT shall not move components of Phase I and Phase II between each 3 such other phase. 4 If APPLICANT elects to construct the Project in phases pursuant to this subsection 2(e), 5 APPLICANT shall notify COUNTY under Section 5 of this Agreement of APPLICANT's intent 6 to do so on or before the deadline for depositing the Initial Minimum Deposit (as defined in 7 Recital N of this Agreement) with Escrow Agent for the Project as provided for in subsection 8 2(b), above, and such Initial Minimum Deposit shall consist of the reclamation cost attributable 9 to Phase I. If APPLICANT does not provide COUNTY with such notice before such deadline, 10 APPLICANT forfeits all rights under this subsection 2(e), and APPLICANT shall be required to 11 proceed under subsection 2(b), above. COUNTY will only issue construction permits for a 12 phase provided that APPLICANT has timely given COUNTY notice of construct of the Project 13 in phases pursuant to this subsection 2(e), and deposited the entire amount of attributable 14 reclamation cost for such phase pursuant to this subsection 2(e), inclusive of both the 15 attributable reclamation cost for that phase discussed, above, in this subsection, plus any 16 amount of deferred interest accrued pursuant to the formula discussed in subsection 2(b) of 17 this Agreement. COUNTY approval of construction permits for Phase I does not obligate 18 COUNTY to approve construction permits for Phase II. 19 APPLICANT shall provide COUNTY with at least thirty (30) days advance written notice 20 of the deposit to be made that is attributable reclamation cost for Phase II. APPLICANT shall 21 also provide written notice to COUNTY immediately upon the deposit of additional amounts 22 for the reclamation costs attributable to Phase II, inclusive of interest. Following such written 23 notification by APPLICANT of additional Cash Security deposits for the reclamation costs 24 additional to Phase II, COUNTY shall have a reasonable time, in the sole and absolute 25 discretion of the Director, to confirm the sufficiency of APPLICANT's deposit, before issuing 26 construction permits for Phase II. 27 APPLICANT's obligation to deposit additional cash necessary to cause the total amount 28 of the Cash Security for the Project, as if APPLICANT timely deposited the total amount of the 104867\17656589vl Luna Valley Project Reclamation Agreement 17 of 36 1 Initial Minimum Deposit (as defined in Recital N of this Agreement), to be increased by a 2 percentage equal to any annual increase in construction costs reflected in the ENR 3 construction cost index from October 1 of the previous year to October 1 of the then-current 4 year continues to accrue regardless whether APPLICANT has deposited the total amount of 5 the Cash Security, entirely under subsection 2(b) of this Agreement, or only a portion of that 6 Cash Security for phased construction pursuant to this subsection 2(e). APPLICANT shall 7 calculate the total annual payments in the manner provided for in subsection 2(b) of this 8 Agreement, as if the initial deposit of Cash Security equaled the total amount of the Initial 9 Minimum Deposit (as defined in Recital N of this Agreement). However, should APPLICANT 10 undertake the construction of the Project in phases pursuant to this subsection 2(e), 11 APPLICANT may defer payment of Accrued Interest for Phase II until payment of the initial 12 attributable reclamation cost for Phase 11. For example, if APPLICANT has made the Phase 1 13 deposit by December 1, 2024, but not the Phase 11 deposit, APPLICANT shall calculate interest 14 under the October ENR for both Phase I and Phase 11, but shall deposit the interest attributable 15 to Phase I with the Escrow Agent by December 1, 2024; APPLICANT may temporarily retain 16 the Accrued Interest for Phase 11, but shall deposit the Accrued Interest for Phase 11 at the time 17 APPLICANT deposits the attributable reclamation cost of Phase 11. Not later than December 1 18 of each year and until APPLICANT has deposited the entire amount of the Initial Minimum 19 Deposit, along with any Accrued Interest, APPLICANT shall provide a statement to County, 20 pursuant to the noticing requirements of Section 5, which statement shall report the then- 21 current amount of Cash Security, amount of Accrued Interest, as required and calculated 22 pursuant to this subsection 2(e), and that year's increases to the Cash Security and Accrued 23 Interest. 24 As required by Section 7 of this Agreement, APPLICANT shall cause each of the 25 owner(s) of the Property, including any portion thereof or any rights, title, or interests therein, 26 to grant to COUNTY an irrevocable non-exclusive reclamation easement over, under, on, and 27 across each parcel of real property constituting the Property not later than five (5) business 28 days after receipt of the signature-ready form of Easement (as provided for and defined in 104867\17656589vl Luna Valley Project Reclamation Agreement 18 of 36 1 Section 7 of this Agreement) from COUNTY, regardless whether the construction of the 2 Project is conducted in phases pursuant to this subsection 2(e). Such Easement (as provided 3 for and defined in Section 7 of this Agreement) may not be limited to the parcels upon which 4 each phase is to be constructed, and must cover the entire Property. In other words, the 5 Easement for the entire Property shall be timely delivered to COUNTY, whether the Project is 6 constructed in phases or not. 7 3. DEFAULT. 8 For purposes of this Agreement, the occurrence of any one or more of the following 9 events shall constitute an "Event of Default" by APPLICANT under this Agreement: 10 (a) Any event occurring or information becoming known that makes untrue 11 any APPLICANT representation, covenant, or warranty to COUNTY under this Agreement; 12 (b) APPLICANT fails to enter into, or fails to cause the Escrow Agent to enter 13 into, and deliver to COUNTY an Escrow Agreement among APPLICANT, COUNTY, and 14 Escrow Agent as required under subsection 2(b) of this Agreement; 15 (c) APPLICANT fails to make the Initial Minimum Deposit of Cash Security 16 with the Escrow Agent, as required under subsection 2(b) of this Agreement, or fails to make 17 any deposit provided for pursuant to subsection 2(e) of this Agreement, should APPLICANT 18 elect to construct the project in phases; 19 (d) APPLICANT fails to create, retain, or maintain records concerning the 20 status of the Project's development, and of the Project's operation and electricity production 21 as required by subsection 1(b) of this Agreement; 22 (e) APPLICANT fails to timely pay any amount due or owed by APPLICANT 23 in connection with the Reclamation Plan or this Agreement or the Escrow Agreement; 24 (f) APPLICANT or the Transferee (defined in Section 6 of this Agreement), if 25 it is an entity, ceases to be an entity lawfully doing business in the United States, or if it is an 26 individual, ceases to be permanently and lawfully residing in the United States or dies, or in 27 either such case, if not subject to service of process in California, ceases having an agent for 28 service of process in California; 104867\17656589vl Luna Valley Project Reclamation Agreement 19 of 36 1 (g) APPLICANT fails to timely make the annual increase to the Cash Security 2 reflecting any increase in construction costs, as required under subsection 2(b) of this 3 Agreement; 4 (h) APPLICANT takes any action, including, without limitation, those 5 prohibited by subsection 2(c)(5) and subsection 4(c) of this Agreement, which prevents or 6 otherwise interferes with COUNTY's attempt to draw on the Cash Security; 7 (i) APPLICANT fails to, or fails to cause, a new Escrow Agent to timely enter 8 into and deliver to the COUNTY a replacement Escrow Agreement with COUNTY, as required 9 by Section 2 of this Agreement; 10 0) APPLICANT fails to observe or perform, in any material respect, any other 11 obligation under this Agreement or the Reclamation Plan, including without limitation 12 Reclamation, for a period of thirty (30) calendar days after COUNTY provides written notice to 13 APPLICANT pursuant to Section 5 of this Agreement, stating the obligation APPLICANT has 14 failed to perform, provided however, if the nature of the default is such that APPLICANT cannot 15 reasonably cure the default within thirty (30) calendar days, APPLICANT shall have an 16 additional reasonable time to cure, upon APPLICANT providing written notice thereof to 17 COUNTY pursuant to Section 5 of this Agreement stating the reason therefor, subject to 18 APPLICANT commencing to cure within the thirty (30) calendar day period and diligently 19 pursuing the cure to completion and completing the cure not later one hundred twenty (120) 20 calendar days from the date of such COUNTY notice of such failure to perform. 21 Notwithstanding anything to the contrary in this Agreement, such additional reasonable time 22 for APPLICANT to cure a default under this subsection 3(j) shall not apply to any of 23 APPLICANT's obligations under Section 2 (Security for Applicant's Obligations) and/or Section 24 8 (Satisfaction of Reclamation Plan) of this Agreement; 25 (k) Bankruptcy, reorganization, liquidation, arrangement, insolvency, 26 receivership or conservatorship proceedings, or other proceedings for relief under any 27 bankruptcy or similar law or laws for the relief of debtors, are instituted by or against 28 APPLICANT, and are not dismissed within ninety (90) calendar days of institution, or there is 104867\17656589vl Luna Valley Project Reclamation Agreement 20 of 36 1 an assignment by APPLICANT for the benefit of creditors, or any similar action taken by or 2 against APPLICANT, or APPLICANT is insolvent; 3 (1) The failure of APPLICANT to pay, or cause to be paid, when due, all 4 property taxes and assessments, and any penalties or interest thereon, that are a lien on the 5 Property; 6 (m) The failure of the Escrow Agent or APPLICANT to observe or perform, in 7 any material respect, any obligation of the Escrow Agent or APPLICANT, respectively, under 8 the Escrow Agreement; 9 (n) The failure of any new Escrow Agent or APPLICANT, to observe or 10 perform, in any material respect, any obligation of any new Escrow Agent or APPLICANT, 11 respectively, under any replacement Escrow Agreement; 12 (o) Any failure of Easement (as defined in Section 7 of this Agreement), which 13 is required and provided under Section 7 of this Agreement, to remain in full force and effect 14 according to its terms and conditions and recorded against the Property, in the official records 15 of the Fresno County Recorder; 16 (p) Any breach or default by APPLICANT, including any event occurring or 17 information becoming known that makes untrue any representation, covenant, or warranty to 18 COUNTY, by APPLICANT, Property Owner, or Westlands, including any event occurring or 19 information becoming known that makes untrue any Property representation, covenant, or 20 warranty to COUNTY under the Easement (as defined in Section 7 of this Agreement), which 21 Easement (as defined in Section 7 of this Agreement) is required and provided under Section 22 7 of this Agreement; 23 (q) The inability of COUNTY to access the Property, or any part thereof 24 necessary (in the sole and absolute discretion of the Director) to reclaim the Project under this 25 agreement, due to the inaccuracy or deficiency of any representation, covenant, or warranty 26 to COUNTY, by APPLICANT, Property Owner, or Westlands under the Easement (as defined 27 in Section 7 of this Agreement), which Easement (as defined in Section 7 of this Agreement) 28 is required and provided under Section 7 of this Agreement; or 104867\17656589vl Luna Valley Project Reclamation Agreement 21 of 36 1 (r) Any person or entity creating or asserting any claim to any right, title, or 2 interest in or to the Property, or any portion thereof, that unreasonably interferes or would 3 unreasonably interfere with COUNTY's rights under this Agreement and/or rights granted 4 under the Easement (which are provided and required under Section 7 of this Agreement) and 5 the rights granted therein. So long as APPLICANT is not concurrently in default under another 6 subsection of Section 3 of this Agreement, APPLICANT shall be allowed a period of sixty (60) 7 calendar days to cure such default under this subsection 3(r) after COUNTY provides written 8 notice to APPLICANT pursuant to Section 5 of this Agreement that APPLICANT is in default 9 under this subsection 3(r), provided further however, and so long as APPLICANT is not in 10 concurrently in default under another subsection of Section 3 of this Agreement, if the nature 11 of the default is such that APPLICANT cannot reasonably cure the default within sixty (60) 12 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 this 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 this Agreement that APPLICANT is in default under this 20 subsection 3(r). 21 4. COUNTY'S REMEDIES. 22 (a) Draws Upon Cash Security. 23 Upon the determination of COUNTY's Board of Supervisors, by an official action, that 24 an Event of Default has occurred, COUNTY's Board of Supervisors shall have the right to 25 declare that APPLICANT is in material breach of this Agreement, and COUNTY thereupon 26 shall be entitled under the Escrow Agreement to immediately draw upon the Cash Security, or 27 from time to time immediately make partial draws upon the Cash Security, which partial draws 28 shall permanently reduce the total amount of the Cash Security pursuant to Section 2 of this 104867\17656589vl Luna Valley Project Reclamation Agreement 22 of 36 1 Agreement. COUNTY will provide APPLICANT at least twenty-one (21) calendar days' 2 advance written notice pursuant to Section 5 of this Agreement of the date, time and place of 3 the public meeting at which COUNTY's Board of Supervisors will consider and determine 4 whether APPLICANT is in material breach of this Agreement. Notwithstanding anything to the 5 contrary in this Agreement, in the event that there is an Event of Default under subsection 3(f), 6 subsection 3(i), subsection 30), subsection 3(k), and/or subsection 3(q) of this Agreement, or 7 there are any circumstances beyond COUNTY's (including COUNTY's Board of Supervisors') 8 control that would frustrate COUNTY's ability to provide such notice, then (i) such notice shall 9 not be required to be provided by COUNTY to APPLICANT, (ii) such action by COUNTY's 10 Board of Supervisors shall not be required, (iii) the Director shall have the right to determine 11 that an Event of Default has occurred, (iv) the Director shall have the right to declare that 12 APPLICANT is in material breach of this Agreement, (v) COUNTY, through the Director, 13 thereupon shall be entitled to immediately draw upon the Cash Security, or from time to time 14 immediately make partial draws upon the Cash Security, which partial draws shall permanently 15 reduce the total amount of the Cash Security pursuant to Section 2 of this Agreement. 16 Notwithstanding anything to the contrary in this Agreement, if the Director determines, 17 in his or her sole and absolute discretion, that there is a potential for a lapse of an Escrow 18 Agreement (or any replacement Escrow Agreement) without the Parties having first entered 19 into a replacement Escrow Agreement that will provide continuous deposit in escrow of the 20 Cash Security, COUNTY may, through the Director and without action of COUNTY's Board of 21 Supervisors, provide notice thereof to APPLICANT (unless there are any circumstances 22 beyond the Director's control that would frustrate the Director's ability to provide such notice, 23 then such notice shall not be required to be provided by the Director to APPLICANT), and 24 immediately draw on the Cash Security, and hold it with COUNTY's Auditor- 25 Controller/Treasurer-Tax Collector, to be deposited with a new Escrow Agent, on behalf of 26 APPLICANT, upon APPLICANT's delivery and the Parties' and the new Escrow Agent's 27 execution of a replacement Escrow Agreement. Any Cash Security held by COUNTY's 28 Auditor-Controller/Treasurer-Tax Collector need not be held in an interest-bearing account, 104867\17656589vl Luna Valley Project Reclamation Agreement 23 of 36 1 and the COUNTY's Auditor-Controller/Treasurer-Tax Collector is under no obligation to obtain 2 interest on the amount so held. Nothing in this subsection 4(a) prohibits or otherwise limits 3 COUNTY from using the Cash Security under this Agreement, and any references herein to 4 COUNTY's draw upon the Cash Security shall instead be accomplished by the Director's draw 5 upon the COUNTY's Auditor-Controller/Treasurer-Tax Collector. Nothing in this paragraph 6 relieves or otherwise limits APPLICANT's obligations under subsection 2(b) of this Agreement 7 to make annual increases to the Cash Security, and in the event that the Cash Security is 8 being held by COUNTY's Auditor-Controller/Treasurer-Tax Collector when APPLICANT shall 9 make any such annual increase, APPLICANT shall deliver such annual increase to the 10 COUNTY's Auditor-Controller/Treasurer-Tax Collector, and provide notice thereof to the 11 Director in the same manner as required by subsection 2(b) of this Agreement. 12 (b) Use of Cash Security. 13 This Agreement, including the Easement (which is provided and required under Section 14 7 of this Agreement), does not impose any obligation, either express or implied, upon COUNTY 15 to carry out any of the Reclamation, or any portion thereof, under this Agreement. If COUNTY 16 draws upon the Cash Security, COUNTY, including its contractors, officers, agents, 17 employees, and representatives (collectively, "COUNTY PARTIES"), shall use the proceeds 18 thereof solely to perform the Reclamation in substantial conformity with the Reclamation Plan 19 pursuant to this Agreement; provided however, any such act by any COUNTY PARTIES shall 20 not obligate COUNTY to continue performance under, or to complete, such Reclamation Plan, 21 beyond the amount of such funds so drawn from the Cash Security. Subject to the limitation 22 of COUNTY's obligations (but not the COUNTY's rights) in the foregoing sentence, COUNTY 23 may, as COUNTY deems necessary, also use a portion of such funds drawn from the Cash 24 Security for COUNTY's reasonable administrative and overhead costs in connection with the 25 Reclamation, or any portion thereof, pursuant to the Reclamation Plan, and for COUNTY's 26 reasonable costs, if any, that any of COUNTY PARTIES need to incur to obtain immediate, 27 reasonable access to the Project and/or the Property, or any portion of the Project and/or the 28 Property (including, without limitation, COUNTY's reasonable costs (including without 104867\17656589vl Luna Valley Project Reclamation Agreement 24 of 36 1 limitation, legal fees and costs) of eliminating or obtaining any modifications of any 2 interferences with the Easement and the rights granted therein, which Easement is required 3 and provided under Section 7 of this Agreement), due to any Event of Default under subsection 4 3(o), subsection 3(p) and/or subsection 3(q) of this Agreement. COUNTY shall maintain 5 records, for a period of one (1) year following the final use of any funds drawn from the Cash 6 Security, documenting the use of those funds, and such records shall be made available to 7 APPLICANT, within ten (10) calendar days following written request thereof by APPLICANT. 8 (c) APPLICANT Shall Not Interfere. 9 APPLICANT promises, covenants, and warrants that that if COUNTY attempts to draw 10 upon, or draws upon, the Cash Security, APPLICANT (including APPLICANT's successors or 11 assigns, or anyone claiming through APPLICANT, or any other persons, firms, or entities 12 acting at the direction, or under the authority, of APPLICANT) shall not in any way whatsoever, 13 either directly or indirectly, defeat, interfere with, obstruct, or cause delay to said right of 14 COUNTY to do so, including, without limitation, demanding the Escrow Agent not to honor or 15 pay COUNTY on any draw upon the Cash Security, or taking any legal action against 16 COUNTY, COUNTY PARTIES, and/or the Escrow Agent, including the Escrow Funds, to stay, 17 enjoin, or prevent COUNTY from drawing upon the Cash Security, or taking any legal action 18 against COUNTY, COUNTY PARTIES, and/or the Escrow Agent, including the Escrow Funds, 19 to seek to suspend, invalidate, make unenforceable, or terminate the Escrow Agreement, 20 provided however, nothing in this subsection 4(c) precludes APPLICANT from any subsequent 21 legal action against COUNTY, after COUNTY has made a drawing upon the Escrow Funds, 22 on the ground that such drawing violated the Reclamation Agreement, provided further 23 however, COUNTY shall not be precluded from brining any cross-action against APPLICANT 24 relating to same. 25 (d) Other Remedies. 26 Notwithstanding anything to the contrary in Section 4 of this Agreement, the occurrence 27 of an Event of Default shall entitle COUNTY to all any and all remedies available under this 28 Agreement and under the law, including without limitation, specific performance and damages. 104867\17656589vl Luna Valley Project Reclamation Agreement 25 of 36 1 5. NOTICES. 2 All notices, consents, approvals, requests, correspondence, documents, reports, 3 demands and other communications (collectively, "notice") which the Parties are required or 4 desire to serve upon or deliver to one another shall be in writing and shall be sent by any of 5 the following methods: (a) personal delivery, in which case notice is effective upon delivery; 6 (b) certified or registered United States mail, return receipt requested, in which case notice 7 shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (c) 8 nationally recognized overnight courier (e.g., FedEx Corporation ("Fed Ex"), or United Parcel 9 Service (UPS)), with charges prepaid or charged to the sender's account, in which case notice 10 is effective on delivery to the recipient Party if delivery is confirmed by the delivery service 11 addressed in the appropriate manner for the method of service, as set forth below: 12 13 COUNTY: APPLICANT: If sent in any manner pursuant to this Luna Valley Solar I, LLC 14 Section 5: 4900 N. Scottsdale Road Director of Public Works and Planning Suite 5000 15 County of Fresno Scottsdale, AZ 85251 2220 Tulare Street, Eighth Floor Attention: General Counsel 16 Fresno, CA 93721 17 With Copies sent in the same manner, With a copy to: pursuant to this Section 5, to: 18 Luna Valley Solar I, LLC Fresno County Counsel 100 California Street, Suite 650 19 Attn: Deputy County Counsel Assigned to San Francisco, CA 94111 Land Use Matters Attention: General Counsel 20 2220 Tulare Street, Fifth Floor 21 Fresno, CA 93721 County Administrative Officer 22 Attn: Public Works and Planning Analyst County of Fresno 23 Hall of Records 2281 Tulare Street, Room 304 24 Fresno, CA 93721 25 For all claims arising out of or related to this Agreement, nothing in this Section 5 26 establishes, waives, or modifies any claims presentation requirements or procedures provided 27 by law, including without limitation the Government Claims Act (Division 3.6 of Title 1 of the 28 California Government Code, beginning with section 810). 104867\17656589vl Luna Valley Project Reclamation Agreement 26 of 36 1 6. ASSIGNMENT. 2 (a) Conditions to Assignment. 3 Unless there is an Event of Default, APPLICANT may, upon consent of the COUNTY 4 Board of Supervisors, transfer this Agreement, but only in its entirety, to any entity lawfully 5 doing business in the United States, or any individual permanently and lawfully residing in the 6 United States, and in either such case either subject to service of process in California or 7 having an agent for service of process in California, which simultaneously becomes the sole 8 permittee under the Approvals ("Transferee"). 9 (b) APPLICANT Obligations Upon Assignment. 10 Notwithstanding the foregoing, but still subject to the foregoing condition that there is 11 not an Event of Default, such assignment shall not be effective unless and until, not later than 12 thirty (30) calendar days after the assignment, APPLICANT shall (i) provide written notice of 13 the assignment to COUNTY, together with the contact information for the Transferee's duly 14 authorized representative for purposes of receiving and giving notices under Section 5 of this 15 Agreement, (ii) cause Transferee to execute an assignment and assumption agreement, in a 16 form and substance reasonably satisfactory to COUNTY, expressly assuming the obligations 17 of the APPLICANT under this Agreement, (iii) provide evidence reasonably satisfactory to 18 COUNTY that the Transferee is, or shall become, the sole permittee under the Approvals, and 19 (iv) at least forty-five (45) days before the date upon which the assignment and assumption 20 agreement is presented to the Board of Supervisors for approval and execution, provide to the 21 Department payment for the COUNTY's actual costs, including staff and attorney time, in the 22 processing of the assignment to that date in addition to five-thousand dollars and no/100 cents 23 ($5,000.00) as a deposit for COUNTY's costs following that date and until the execution of the 24 assignment and assumption agreement by COUNTY. The Department shall, within sixty (60) 25 days following the execution of the assignment and assumption agreement by COUNTY, 26 return any unused amount of the five-thousand-dollar deposit collected pursuant to subsection 27 6(c)(iv) herein to APPLICANT. COUNTY shall only advance the assignment and assumption 28 104867\17656589vl Luna Valley Project Reclamation Agreement 27 of 36 1 agreement to the Board of Supervisors for approval and execution upon timely payment of the 2 full amount described subsection 6(c)(iv) herein. 3 (c) Effect of Assignment. 4 Upon such satisfaction of the above conditions, APPLICANT shall be relieved from all 5 obligations under this Agreement, save and except those obligations that, by their express 6 language, survive such an assignment and transfer. In the event that APPLICANT assigns this 7 Agreement as provided in Section 6 of this Agreement, COUNTY shall continue to have all of 8 the rights under the Escrow Agreement, or any replacement Escrow Agreement, as applicable, 9 held by COUNTY, unless and until COUNTY enters into a replacement Escrow Agreement 10 among the new Escrow Agent, COUNTY, and the Transferee, upon terms and conditions 11 acceptable to COUNTY, for the Transferee pursuant to Section 6 of this Agreement. 12 Notwithstanding the foregoing provisions of this subsection 6(c), the existing Escrow 13 Agreement may continue in effect according to its terms and conditions, if Transferee becomes 14 the sole APPLICANT under the Escrow Agreement. 15 7. RECORDATION OF EASEMENT. 16 To enable COUNTY PARTIES to immediate, reasonable access the Property for the 17 Reclamation purposes contemplated by this Agreement, APPLICANT shall (if APPLICANT 18 owns any portion of the Property), and shall cause each of the owner(s) of the Property, 19 including any portion thereof or any rights, title, or interests therein, to grant to COUNTY an 20 irrevocable non-exclusive reclamation easement over, under, on, and across each parcel of 21 real property constituting the Property ("Easement"), regardless of whether APPLICANT or 22 any other party is record owner of any part of the Property, including any rights, title, or 23 interests therein. To that end, APPLICANT promises, covenants, and warrants to COUNTY 24 that, as of the Effective Date, the Property is composed of properties owned only by the 25 Property Owner. Such Easement shall, in the sole and absolute direction of COUNTY, be 26 sufficient in its scope, form, substance, and legal description to allow COUNTY PARTIES to 27 undertake and complete the Reclamation of the entire Project and all of the Property as 28 provided in this Agreement, and shall have the scope, be in the form, and contain the 104867\17656589vl Luna Valley Project Reclamation Agreement 28 of 36 1 substance and legal description of, the Easements, set forth in Exhibit C ("Form of 2 Easement"). 3 Any reference to "Encumbrances" in the Easements shall mean, in their context, liens, 4 encumbrances, covenants, conditions, restrictions, reservations (including, without limitation, 5 the Westlands Reservation), contracts, leases (including, without limitation, the Solar Facility 6 Ground Lease Agreement), licenses, easements, rights of way, rights of possession or 7 occupancy, or any third-party interests, of any kind. 8 The Parties acknowledge and agree that the Easement provides, among other things, 9 that the Easement is subject only to all superior matters of title on the Property, which have 10 been recorded against the Property in the official records of the Fresno County Recorder prior 11 to the Effective Time and Date (as defined in the Easement), including without limitation any 12 and all Encumbrances so recorded prior to the Effective Time and Date (as defined in the 13 Easement), provided however, that APPLICANT causes Property Owner to represent, 14 covenant, and warrant to COUNTY therein, notwithstanding anything to the contrary in the 15 Easement, that (i) as of the Record Title Date and Time (as defined in the Easement), the 16 Property was free and clear from any and all agreements, instruments, or documents, whether 17 unrecorded or recorded against the Property in the official records of the Fresno County 18 Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to 19 any of the foregoing), or create or assert any claim to any right, title, or interest in or to the 20 Property, or any portion thereof, including without limitation any and all Encumbrances, that 21 unreasonably interfere or would unreasonably interfere with the Easement, and the rights 22 granted therein, (ii) Property Owner has not, since the Record Title Date and Time (as defined 23 in the Easement), allowed, granted, conferred, conveyed, ratified, confirmed (or otherwise 24 promised or agreed to any of the foregoing), will not allow, grant, confer, convey, ratify, confirm 25 (or otherwise promise or agree to any of the foregoing), and will prohibit any person or entity 26 from creating or asserting any claim to, any right, title, or interest in or to, the Property, or any 27 portion thereof, including without limitation any and all Encumbrances (including, without 28 limitation, the Westlands Reservation and the Solar Facility Ground Lease Agreement), that 104867\17656589vl Luna Valley Project Reclamation Agreement 29 of 36 1 unreasonably interfere or would unreasonably interfere with the Easement, and the rights 2 granted therein, and (iii) in the event of such unreasonable interference, Property Owner shall, 3 at its own cost, promptly, to the extent reasonably necessary, eliminate or modify such 4 unreasonable interference to the reasonable satisfaction of COUNTY, so that such 5 interference is only a reasonable interference with the Easement, and the rights granted 6 therein; provided however, COUNTY acknowledges that APPLICANT may not disallow or 7 prohibit a governmental authority from exercising its sovereign right of eminent domain, and 8 therefore, no representation, covenant, or warranty is given in the Easement as to the 9 disallowance or prohibition of such governmental authority's exercise of such right. 10 Notwithstanding anything to the contrary in this Agreement, APPLICANT shall cause 11 the Easement to include an express representation and warranty by Westlands (a) identifying 12 by document number and recordation date each of the rights, titles, and interests reserved by 13 Westlands in the Westlands Reservation, and (b) that the Westlands Reservation (i) does not 14 allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the 15 foregoing), or create or assert any claim to any right, title, or interest in or to the Property, or 16 any portion thereof, that unreasonably interferes or would unreasonably interfere with the 17 Easement, and the rights granted therein, and (ii) consists of the only rights, title, or interests 18 held by Westlands in or to the Property that may impact the Easement, and the rights granted 19 therein, provided however, such Westlands Reservation does not unreasonably interfere and 20 would not unreasonably interfere with any of COUNTY PARTIES' immediate, reasonable 21 access to the Property. Furthermore, APPLICANT shall cause the Easement to include a 22 consent from Westlands to the grant of Easement by Property Owner. 23 Within two (2) business days following the Parties' execution of this Agreement, 24 COUNTY shall provide APPLICANT with an execution-ready form of the Easement in the 25 scope, form, substance, and legal description required of the Easement, under this Section 7, 26 and following receipt thereof, APPLICANT shall promptly, but not later than five (5) business 27 days from delivery of the execution-ready form of Easement, deliver to COUNTY such 28 Easement, executed by Property Owner, in recordable form, and upon COUNTY's receipt 104867\17656589vl Luna Valley Project Reclamation Agreement 30 of 36 1 thereof, COUNTY is authorized to immediately record, and shall promptly record, the 2 Easement against the Property in the official records of the Fresno County Recorder, and the 3 latest date of such recordation of such Easement shall be deemed to be the completion of the 4 recordation of the Easements (collectively, the "Recordation of the Easement"). COUNTY 5 shall promptly provide APPLICANT a copy of the receipt of such Recordation of the Easement. 6 8. SATISFACTION OF RECLAMATION PLAN. 7 Upon APPLICANT's determination, in its sole discretion, that it has satisfied each of the 8 provisions of the Reclamation Plan, APPLICANT shall submit written notification to the 9 COUNTY of such determination, which notice shall be prominently entitled "Satisfaction Notice 10 under Reclamation Agreement" ("Satisfaction Notice"). 11 The Director shall have sixty (60) calendar days to determine, in his or her sole 12 discretion, whether APPLICANT has failed to satisfy any of the provisions of the Reclamation 13 Plan. The Director shall provide written notice to APPLICANT pursuant to Section 5 of this 14 Agreement of the determination that COUNTY either accepts the Satisfaction Notice, in which 15 case COUNTY's notice shall be prominently entitled either "Notice of Acceptance under the 16 Reclamation Agreement" ("Notice of Acceptance of Satisfaction"), or that COUNTY is 17 dissatisfied with the Satisfaction Notice, in which case COUNTY's notice shall identify what 18 provisions of the Reclamation Plan remain unsatisfied, and may, in COUNTY's discretion be 19 accompanied by supporting written information, if any, for the reasons for the notice, and such 20 notice shall be prominently entitled "Notice of Dissatisfaction Under Reclamation Agreement" 21 ("Notice of Dissatisfaction"), as applicable. 22 Within sixty (60) calendar days of receipt of a Notice of Dissatisfaction, APPLICANT 23 shall satisfy those provisions of the Reclamation Plan identified in the Notice of Dissatisfaction, 24 except in those instances where such compliance shall take longer than sixty (60) calendar 25 days, APPLICANT shall have such time as is reasonably necessary as long as APPLICANT 26 has begun such compliance and diligently continues to pursue such compliance to completion, 27 provided however that all such compliance actions shall be finalized within one hundred and 28 eighty (180) calendar days of APPLICANT's receipt of the first Notice of Dissatisfaction. 104867\17656589vl Luna Valley Project Reclamation Agreement 31 of 36 1 APPLICANT shall provide COUNTY written notice pursuant to Section 5 of this Agreement 2 upon completion of the actions set forth in the Notice of Dissatisfaction. APPLICANT's 3 completion of the actions set forth in the Notice of Satisfaction shall, upon COUNTY's 4 determination, in its sole discretion, within forty (45) calendar days thereof, and notice thereof, 5 which shall be given to APPLICANT pursuant to Section 5 of this Agreement within fifteen (15) 6 calendar days following such determination, be deemed APPLICANT's satisfaction of its 7 obligations under the Reclamation Plan and this Agreement. 8 Within ten (10) calendar days following such notice satisfaction being given by 9 COUNTY to APPLICANT, the Director shall terminate the Escrow Agreement as provided 10 therein and instruct the Escrow Agent to return the then-current amount of the Cash Security 11 to the APPLICANT. Upon the return of the then-current amount of the Cash Security to the 12 APPLICANT as provided by this Section 8, this Agreement shall terminate, and the rights and 13 obligations herein shall be of no further force or effect. 14 9. GOVERNING LAW; VENUE. 15 This Agreement is made and entered into in the State of California and shall be deemed 16 to have been executed and delivered within the State of California, and the rights and 17 obligations of the parties hereunder shall be governed by, and construed, and enforced in 18 accordance with the laws of the State of California. Any suits brought pursuant to this 19 Agreement shall be filed and heard in courts having jurisdiction and located in the Fresno 20 County, State of California. 21 10. CONSTRUCTION OF AGREEMENT. 22 The Parties hereby acknowledge that they and their respective counsel have 23 cooperated in the drafting and preparation of this Agreement, for which reason this Agreement 24 shall not be construed against any Party as the drafter hereof. 25 11. SEVERABILITY. 26 If any provision of this Agreement is determined to be illegal, invalid, void, or 27 unenforceable in a final judgment by a court of competent jurisdiction, each and every other 28 provision hereof shall remain in full force and effect. 104867\17656589vl Luna Valley Project Reclamation Agreement 32 of 36 1 12. HEADINGS. 2 The headings contained in this Agreement are for reference purposes only and shall 3 not affect in any way the meaning or interpretation of this Agreement. 4 13. THIRD-PARTY BENEFICIARIES. 5 Notwithstanding anything else to the contrary herein, the Parties acknowledge and 6 agree that no other person (including any individual), firm, corporation, or entity shall be 7 deemed an intended third-party beneficiary of this Agreement. 8 14. INDEPENDENT CAPACITY. 9 The Parties agree that APPLICANT, its agents, officers, and employees act in an 10 independent capacity from COUNTY, and not as agents of COUNTY. 11 15. LEGAL AUTHORITY. 12 Each Party represents and warrants to the other Party that such Party is duly authorized 13 and empowered to execute, enter into, and perform its obligations set forth in this Agreement, 14 and that the person (including an individual) or entity signing this Agreement on behalf of such 15 Party has been duly authorized to execute this Agreement on behalf of such Party, and will, 16 by signing this Agreement on such Party's behalf, legally bind such Party to the terms, 17 covenants, and conditions of this Agreement. Each Party further represents and warrants to 18 the other Party that no other person (including an individual) or entity is required to give its 19 approval or consent to this Agreement in order for such Party to authorize, enter into, and 20 perform its obligations under this Agreement, or that if such approval or consent to this 21 Agreement is required, that such approval or consent has been obtained. 22 16. APPLICANT'S AGENT FOR SERVICE OF PROCESS. 23 APPLICANT represents to COUNTY that APPLICANT's agent for service of process in 24 California, and that such agent's address for receiving such service of process in California, 25 which information APPLICANT shall maintain with the office of the California Secretary of 26 State, is as follows: 27 CT Corporation System 330 N Brand Blvd, Ste 700 28 Glendale, CA 91203 104867\17656589vl Luna Valley Project Reclamation Agreement 33 of 36 1 APPLICANT further represents to COUNTY that if APPLICANT changes its agent for 2 service of process in California, or APPLICANT's agent for service of process in California 3 changes its address for receiving such service of process in California, which changed 4 information APPLICANT shall maintain with the office of the California Secretary of State, 5 APPLICANT shall give COUNTY written notice thereof within five (5) calendar days thereof 6 pursuant to Section 5 of this Agreement. 7 17. COUNTERPARTS. 8 This Agreement may be executed in one or more original counterparts, all of which 9 together shall constitute one and the same agreement. 10 18. AMENDMENT. 11 Any provision of this Agreement may be amended from time to time, but only upon the 12 written consent of the Parties. 13 19. ENTIRE AGREEMENT. 14 This Agreement constitutes the entire agreement between APPLICANT and COUNTY 15 with respect to the subject matter hereof and supersedes all previous agreements, 16 negotiations, proposals, commitments, writings, advertisements, publications, and 17 understanding of any nature whatsoever unless expressly included in this Agreement. In the 18 event of any inconsistency in interpreting the documents which constitute this Agreement, the 19 inconsistency shall be resolved by giving precedence in the following order of priority: 20 (1) First, the Form of Easement (Exhibit C); 21 (2) Second, the text of this Agreement (excluding Exhibit A, Exhibit B, Exhibit B-1, and 22 Exhibit C); 23 (3) Third, the Legal Descriptions of the Property (Exhibit B-1); 24 (4) Fourth, the Reclamation Plan (Exhibit A); and 25 (5) Fifth, the Map of Property (Exhibit B). 26 20. ELECTRONIC SIGNATURES. 27 The Parties agree that this Agreement may be executed by electronic signature as 28 104867\17656589vl Luna Valley Project Reclamation Agreement 34 of 36 1 provided in this Section 20. 2 (a) An "electronic signature" means any symbol or process intended by an individual 3 signing this Agreement to represent their signature, including without limitation (1) a digital 4 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically 5 scanned and transmitted (for example by PDF document) of a handwritten signature. 6 (b) Each electronic signature affixed or attached to this Agreement (1) is deemed 7 equivalent to a valid original handwritten signature of the person signing this Agreement for all 8 purposes, including without limitation evidentiary proof in any administrative or judicial 9 proceeding, and (2) has the same force and effect as the valid original handwritten signature 10 of that person. 11 (c) The provisions of this section satisfy the requirements of California Civil Code 12 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (California Civil 13 Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). 14 (d) Each party using a digital signature represents that it has undertaken and 15 satisfied the requirements of California Government Code section 16.5, subdivision (a), 16 paragraphs (1) through (5), and agrees that each other party may rely upon that 17 representation. 18 (e) This Agreement is not conditioned upon the parties conducting the transactions 19 under it by electronic means and either party may sign this Agreement with an original 20 handwritten signature. 21 (Signature page follows.) 22 23 24 25 26 27 28 104867\17656589vl Luna Valley Project Reclamation Agreement 35 of 36 1 IN WITNESS WHEREOF, APPLICANT and COUNTY hereby execute this Agreement 2 as of the date first written above. 3 4 APPLICANT: COUNTY: Luna Valley Solar I, LLC, COUNTY OF FRESNO, 5 a Delaware limited liability company a political subdivision of the State of California 6 7 8 BY/John Woody By: Nathan Magsig, Chairman of the Board of Vice President Supervisors of the County of Fresno 9 Date: September 24. 2024 Date: b2L?.yk.h�•+� 3� 2� ' 10 11 ATTEST: 12 BERNICE E. SEIDEL, Clerk of the Board of Supervisors, County of Fresno, State of 13 California 14 By: 15 Deputy 16 17 18 19 20 21 22 23 24 25 26 27 28 104867\17656589vl Luna Valley Project Reclamation Agreement 36 of 36 1 EXHIBIT A 2 Reclamation Plan 3 [See Attached] 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 104867\17656589v1 Luna Valley Project Reclamation Agreement A-1 M M Reviewed and accepted 4/17/2024 MOTT MACDONALD '--- —David Ran7dal1; enior Planner ' Luna Valley Solar Facility Site Decommissioning Plan to Fresno County April 2024 Luna Valley Project Reclamation Agreement A-2 Luna Valley Project Reclamation Agreement A-3 Mott MacDonald 220 West Garden Street Suite 700 Pensacola FL 32502 United States of America T+1 (850)484 6011 mottmac.com Clearway Energy 4900 North Scottsdale Luna Valley Solar Facility Road, Suite 5000 Scottsdale,AZ 85251 Site Decommissioning Plan to Fresno County April 2024 Luna Valley Project Reclamation Agreement A-4 Mott MacDonald I Luna Valley Solar Facility i Site Decommissioning Plan to Fresno County Issue and revision record Revision Date Originator Checker Approver Description 0 12 May 2023 Joe Farrell Matt Michael Joe Farrell Draft—For client review 1 23 May 2023 Joe Farrell Matt Michael Joe Farrell Draft—For County review 2 07 Aug 2023 Joe Farrell Matt Michael Joe Farrell Final 3 07 Sept 2023 Joe Farrell Matt Michael Joe Farrell Draft—For County review 4 31 Oct 2023 Joe Farrell Matt Michael Joe Farrell Draft—For County review 5 14 Dec 2023 Joe Farrell Matt Michael Joe Farrell Draft—For County review 6 16 Feb 2024 Matt Michael Draft—For County Review 7 10 Apr 2024 Patrick August Jesse Jackson Jesse Jackson Draft—For County Review Document reference: 504100529-002 102 17 Information class: Standard This document is issued for the party which commissioned it and for specific purposes connected with the above- captioned project only. It should not be relied upon by any other party or used for any other purpose. We accept no responsibility for the consequences of this document being relied upon by any other party,or being used for any other purpose,or containing any error or omission which is due to an error or omission in data supplied to us by other parties. This document contains confidential information and proprietary intellectual property. It should not be shown to other parties without consent from us and from the party which commissioned it. Luna Valley Project Reclamation Agreement A-5 Mott MacDonald I Luna Valley Solar Facility Site Decommissioning Plan to Fresno County Contents 1 Introduction 1 1.1 Project Background 1 1.2 Objectives 1 1.3 Ownership of the Property 1 1.4 Present Use 1 2 Project Components 3 2.1 Solar Modules 3 2.2 Power Conversion Stations 3 2.3 Battery Energy Storage System 3 2.4 Interconnection 3 2.5 Control System 3 2.6 On-site Meteorological Stations 4 2.7 Internal Roads and Fencing 4 3 Site Restoration and Decommissioning 5 3.1 Overview 5 3.2 Decommissioning Tasks 5 3.2.1 Decommissioning Assumed Tasks 5 3.2.2 Decommissioning Important Notes 6 3.3 Disassembly Methods 7 3.4 Disposal 9 3.4.1 Locations 9 3.4.2 Solar Module Disposal 9 3.4.3 Hazardous Materials 10 3.5 General Environmental Protection 10 3.6 Safety Measures 10 3.7 Decommissioning Cost Estimate 10 3.8 Notification to Owners of Record 11 A. Site Layout 12 B. Summary Decommissioning Opinion of Probable Cost 13 C. Detailed Opinion of Probable Cost - PV Plant 15 D. Detailed Opinion of Probable Cost— BESS Breakdown and O&M Building 20 Luna Valley Project Reclamation Agreement A-6 Mott MacDonald I Luna Valley Solar Facility Site Decommissioning Plan to Fresno County E. Detailed Opinion of Probable Cost - Substation 23 F. Detailed Opinion of Probable Cost - Transmission 38 G. Detailed Opinion of Probable Cost - Offsite Disposal 43 Tables Table 1.1: Historic Parcel Use 2 Table 3.1: Solar and BESS Plant Anticipated Disassembly Methods 7 Table 3.2: Generation Substation and Tie Line Anticipated Disassembly Methods 8 Table 3.3: Assumed Disposal Locations 9 Table 3.4: Decommissioning Estimate—Solar Only—Annual Inflation of 0% -Year 35 EOL 10 Table 3.5: Decommissioning Estimate—Solar& BESS—Annual Inflation of 0% -Year 35 EOL 11 Figures Figure A.1: Luna Valley Site Plan 12 Figure B.2: Decommissioning Opinion of Probable Cost—Solar Only—0% Inflation 13 Figure B.3: Decommissioning Opinion of Probable Cost—Solar& BESS—0% Inflation 14 Luna Valley Project Reclamation Agreement A-7 Mott MacDonald I Luna Valley Solar Facility 1 Site Decommissioning Plan to Fresno County 1 Introduction 1.1 Project Background The Luna Valley Solar Project("Project") is a proposed solar (as known as photovoltaic or PV) energy facility that is planned to be located in Fresno County, California and would generate up to 200 megawatts (MW) of alternating current (AC) electricity using single-axis tracker solar PV technology and be able to store 674 megawatt-hours (MWh) of energy in the site's battery energy storage system (BESS). The Project is expected to occupy approximately 1,099 acres of land. The Project anticipates connecting to the electrical grid (also known as the Point of Interconnection or POI)through the on-site 230-34.5 kV substation which will utilize overhead transmission lines to connect to the existing PG&E Tranquility Switching Station. When fully developed, the Project would produce enough electricity to supply the energy needs of tens of thousands of California residences. 1.2 Objectives The objective of this Decommissioning Plan ("Plan") is for Mott MacDonald ("Engineer")to present the assumptions and details regarding their opinion of probable costs for the decommissioning of the Project. The Project owner, Clearway Energy ("Owner"), or its affiliate, shall provide financial assurances in accordance with the Fresno County Guidelines for Preparing a Solar Electrical Generation Facility Reclamation Plan. For example, "Financial assurances equal to the cost of claiming the land to its previous agricultural condition shall be submitted to ensure the reclamation is performed according to the approved plan. Financial assurances shall be made to the County of Fresno and... comply with Section 66499 of the California Government Code." Financial assurances will be provided based on the Engineer's cost estimate described throughout this Plan and presented under Appendix B (as noted under Item 7).' 1.3 Ownership of the Property There is currently a purchase option agreement in place between Westlands Water District(the current landowner) and the Applicant, Luna Valley Solar I, LLC. The Applicant will own the land prior to starting construction. 1.4 Present Use The following information presented in this subsection was provided by the Owner and Westlands Water District based on their experience and knowledge of the proposed site. Historically, for approximately the past 10-years, the site has been used for dry-farmed (non- irrigated)agriculture that produces a low-yield of winter wheat and oats. Agricultural land in this area has been documented to contain relatively high levels of selenium and a water table that Guidelines for Preparing a Solar Electrical Generation Facility Reclamation Plan.Fresno County. https://www.co.fresno.ca.us/departments/pu blic-works-planning/divisions-of-pu blic-works-and-planning/development-services- division/planning-and-land-use/photovoltaic-facilities-p-3106.Accessed February 2023. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-8 Mott MacDonald I Luna Valley Solar Facility 2 Site Decommissioning Plan to Fresno County does not provide sufficient drainage for commercially irrigated crops. During years in which rainfall is insufficient to produce crops, the land is grazed as rangeland grasses. The following table provides the land parcels expected to be utilized for the Project and associated historic land use. Table 1.1: Historic Parcel Use Assessor's Parcel Historical Agricultural Crop Types(10 years) Well on-site? Number Use 028-060-34T Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-060-69ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-060-70ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-060-71ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-060-72ST Fallowed Dry Farmed non- Wheat,alfalfa seed, Yes irrigated Grazing 028-101-15ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-17ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-19ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-29ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-58ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-65ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-69ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-72ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-74ST Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing 028-101-77 Fallowed Dry Farmed non- Wheat,alfalfa seed, No irrigated Grazing Source:Westlands Water District Only one parcel (Assessor's Parcel Number 028-60-72ST) has a well. The well is located at 36' 36' 13.22" North/ 120' 24' 22.67"West. However, the well is non-operational and the water table is estimated at 995 feet below the surface of the ground. All other water used within the Project site parcels is provided from the water district. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-9 Mott MacDonald I Luna Valley Solar Facility 3 Site Decommissioning Plan to Fresno County 2 Project Components 2.1 Solar Modules The proposed solar energy generating facility will be a ground-mounted tracking photovoltaic system, with a nominal capacity of up to 200 MW AC (approximately 255 MW DC). The PV modules will be rated for approximately 550 Watts each and manufactured as bifacial (solar cells on both sides of the panels) by JA Solar. They are expected to be mounted on single-axis tracker technology, manufactured by Nextracker, which tilts the panels to follow the course of the sun (from east to west), optimizing the plant efficiency and power output. The modules will be mounted on steel support posts that are driven into the ground. 2.2 Power Conversion Stations The Project will be split up into seven (7) different areas (or groupings of solar modules)that will each be accompanied by multiple Power Electronics inverters, each rated for 4.2 MVA. The inverters receive direct current (DC) power through wiring from each solar module, usually by underground trenches or above ground conduit. Concrete is assumed to be utilized for the foundations (or pads)of each inverter. Each inverter then converts the DC power to AC where the power is increased in voltage to be sent along the facility roads and boundaries to the corresponding feeder circuit located at the site's substation. 2.3 Battery Energy Storage System The Project will mostly generate energy during daylight hours when electricity demand is at its peak. The site's proposed BESS will be coupled with the solar facility to store energy when it is not needed by the grid or the Project is producing excess energy that the POI cannot support. The BESS would be able to charge during off-peak hours and release power during peak hours, emphasizing the value of the additional system. The BESS will be sized to store 674 MWh of energy and be able to discharge completely to the grid in a 4-hour timespan. This system will be DC-coupled so the storage equipment will be located near each PV inverter. The BESS will not be included in the removal security posting at this time because it is planned to be constructed during the 2nd phase of the Project (1st phase Solar, 2nd phase BESS). The Owner is anticipating the construction of the BESS to take place around 2027 and commence operation by 2028. 2.4 Interconnection Collector lines from each inverter would gather at the various 34.5kV feeder risers within the Project substation. This substation will incorporate fencing around the perimeter and will be located on-site, directly east of Area 7. Power generated will travel through the substation and the associated transformers which connect off-site via overhead transmission lines to the existing PG&E Tranquility Switching Station. 2.5 Control System The Project will have a Control Enclosure which will house the control system and sensitive electronics, including the Supervisory Control and Data Acquisition (SCADA)system that would allow for remote monitoring and control of inverters and other Project components as well as 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-10 Mott MacDonald I Luna Valley Solar Facility 4 Site Decommissioning Plan to Fresno County run diagnostics on the equipment. This building would be located within the fence line of the Project substation. 2.6 On-site Meteorological Stations The Project proposes to install approximately 20 on-site solar meteorological stations; this quantity is considered an industry standard for a 200 MW PV plant. These stations would consist of irradiance meters (which measure the solar power at the rate that solar energy falls onto a surface) as well as wind meters and any additional measurement devices to adhere to local/state and Owner requirements. 2.7 Internal Roads and Fencing All site roads shall be in accordance with the Fresno County requirements. Access roads around the perimeter and within the solar field has been assumed to be built of compacted native material and treated with a soil binder—no gravel has been assumed. The ground surface will be restored and revegetated to pre-construction conditions. All Project fencing will be installed around the Project perimeter and will adhere to Fresno County code. Additional fencing requirements by local ordinance, or Project-specific conditions will be incorporated if deemed necessary. The Project fence and existing access roads may remain in place upon written consent and approval of the County and are determined to be in good working condition. 504100529-002 102 17 i April 2024 Luna Valley Project Reclamation Agreement A-11 Mott MacDonald I Luna Valley Solar Facility 5 Site Decommissioning Plan to Fresno County 3 Site Restoration and Decommissioning 3.1 Overview The Project is anticipated to operate in excess of 35-years reliably and safely, although the lifespan could be extended by upgrades and refurbishments. The Decommissioning Plan, that will be discussed throughout this section, is based on current regulations that may be expected to change by the 35-year retirement age of this facility(or at the time of the closure, prior to or post 35-years). The Owner and/or the hired decommissioning agent will need to meet the applicable local, state, and federal requirements, at the decommissioning time, to ensure that the site is restored to a safe, clean, and environmentally stable state that is similar to its status prior to construction of the Project. 3.2 Decommissioning Tasks The decommissioning estimates provided by the Engineer can be found in Appendix B below— the first figure presents an opinion of cost as "Solar Only", while the second includes the BESS decommissioning. The estimates were created with zero annual inflation through a 35-year lifespan. Costs for disassembly are overall less than those for original assembly of a facility. These opinions of probable costs are based on the Engineer's experience in the design and construction of energy facilities and are subject to final engineering. This opinion is also based on Mott MacDonald's experience supervising the construction of PV and BESS plants and supervising the demolition of other non-PV facilities. Due to the unknown nature of the market and industry at the future time of decommissioning, and since this presented opinion of probable costs is based on current assumptions and costs, the Engineer accepts no liability for errors, omissions, or the accuracy and adequacy of this presented opinion for future use. It is a violation of state law for any person, unless they are acting under direction of a licensed professional engineer, to alter this estimate in any way. With the exception of the PV modules and inter-module wiring, none of the activities undertaken to disassemble a PV plant are unique to PV plants. None of the activities undertaken to disassemble a BESS plant are unique to BESS plants. Disassembly costs can be estimated based on similarity to other types of facilities. 3.2.1 Decommissioning Assumed Tasks Assumed tasks associated with the decommissioning estimates of the Project include the following. Note that these tasks are subject to change in 35-years (or at the time of site closure) due to potential future regulation modifications. • It is assumed that a third-party contractor, experienced in the construction and decommissioning of PV and BESS facilities will lead the effort. Contractor will provide materials, transport, equipment rental, etc. Contractor to organize the decommissioning work in a systematic manner while tracking the equipment and materials exiting the Project. — Contractor to ensure all transport vehicles are safe and meet all local DMV requirements. • De-energize the entire site. — In the unlikely event the site has been abandoned, the site will already be de-energized by the interconnecting electric utility per the terms of the interconnection agreement. — PV modules are provided with touch-safe connectors that may be disconnected without presenting a hazardous voltage. Typical electrical safety practices should still apply and will be outlined in the contractor's safety plan. 504100529-002 102 17 i April 2024 Luna Valley Project Reclamation Agreement A-12 Mott MacDonald I Luna Valley Solar Facility 6 Site Decommissioning Plan to Fresno County — After the site has been de-energized, it is assumed that most tasks typically completed by an electrician will be completed by a laborer. • PV modules will be removed by hand. • For safety reasons, BESS modules are also removed by hand. It is assumed BESS modules are returned to the battery vendor for disposal, as is typical in BESS supply agreements. • The plant will first be disassembled, with all above and below grade components removed. This includes all buried cables, conduits, racking posts, and foundations. The racks, buried cables, and concrete can be removed by machine to increase efficiency. • It is assumed that re-grading of the site to remove diversion dikes and retention ponds is not required. The level of earth-moving required to remove these features would likely trigger a NPDES (or equivalent state/local) permit, which would in turn require those same features to be installed to control stormwater on the site. In addition, it is assumed no new erosion and sediment control measure will be required for disassembly. These would have been put in place during the original construction and would be required to remain in place and properly maintained for the project life. • It is expected that the vegetation will have already been well established across the entire site prior to decommissioning. It is assumed that no re-seeding with native grasses and vegetation is required due to the current conditions of the site and per the direction from Fresno County. • Dust control is assumed to occur throughout the Project decommissioning timeline. — The details regarding the required site dust controls must be created, reviewed, and appropriately edited by the third-party contractor at the time of decommissioning due to the everchanging nature of local, state, and federal compliance. 3.2.2 Decommissioning Important Notes The below additional notes are important to the basis of the cost estimates. • The reported costs include labor, materials, sales tax on purchased equipment, insurance, transport costs, equipment rental and mobilization to site, contractor's overhead, and contractor's profit. These have been included in the general conditions allowance in the cost estimate. • All buildings will be roughly disassembled on-site, including proposed O&M Building and Control Enclosure. • Labor costs have been estimated using regional labor rates and labor efficiencies from the Bureau of Labor Statistics 75% labor rates. For the purpose of this opinion of probable costs, these values are assumed to be similar to Fresno County prevailing wages. It is assumed that the third-party contractor will utilize prevailing wage labor. — Labor assumptions for each discipline are presented in Section 3.7. • Inflation has not been included in the provided decommissioning estimate. • The Owner and the Department of Public Works and Planning for Fresno County had a meeting in February 2023 where additional requirements were introduced. The following are a few that have not been previously mentioned. — A Fresno County administrative cost was added to this opinion (as required by the County)to encompass items such as legal services for exercising the cash escrow, or Surety Bond or Letter of Credit provisions, preparation of bid plans and specs, contract development and awarding, project management and monitoring of contractors. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-13 Mott MacDonald I Luna Valley Solar Facility 7 Site Decommissioning Plan to Fresno County — No salvage values for any material should be assumed. This is in accordance with the Fresno County Guidelines for Preparing a Solar Electrical Generation Facility Reclamation Plan.2 3.3 Disassembly Methods The following tables describe the basis for the component disassembly methods utilized by Mott MacDonald in the decommissioning estimates found in Appendix B. These methods require review and approval by the selected third-party contractor at the time of decommissioning. Table 3.1: Solar and BESS Plant Anticipated Disassembly Methods Item Disassembly Method 463,509 bifacial modules,manufactured by JA Solar. PV Modules Hand Removal. Place modules face down on pallets,tape wire ends,tied down,transport via skid- steer to staging location,and load into Flat Bed truck.Assume 5%breakage during dismantling and loading. 52 Power Electronics inverters rated for 4.20 MVA. Inverters 208 converters rated for 1,200 kW each for BESS—4 per PV inverter. Removal by crane and transport via flat-bed to staging location.Assume no disassembly. 1 Transformer per inverter. Transformers 1 Aux Transformer per BESS converter. Removal by crane and transport via flat-bed to staging location.Assume no disassembly. Oil removal performed by scrap facility. Racking Approximately 5,900 racks and tracking motors. Frame Stabilize with machine.Cut legs and lower to ground level.Cut cross beams to appropriate size, bulldoze to collect,and transport via dump truck. Approximately 76,500 steel posts. It is assumed no concrete foundations will be associated with the Racking Posts racking posts. Remove via post-puller, bulldoze to collect,and transport via dump truck. Approximately 2.4 million linear feet of wiring expected throughout the racks from the assumed 716 Racking DC combiner boxes and the 1,300 feet of string wiring assumed per combiner box. Wiring Disconnect PV connectors,cut cable ties,and remove wires from cable tray.Transport via dump truck to staging area. Approximately 848,000 linear feet of cable that consists of ground conductor copper cable, DC homerun aluminum cable, DC signal ground copper cable, medium voltage copper AC cable, medium Underground voltage signal ground copper wire,and fiber cable. Cable Excavate to cable depth at one end of trench. Use tractor or backhoe to pull out all cables in common trench.Cables are direct buried so complete excavation of trenches is not required.Transport via dump truck to staging area. 81,000 estimated linear feet of fencing around the perimeter of the Project,which includes gates. Fence Machine roll fence fabric. Remove posts via post-puller and transport via dump truck to staging location. Fencing is typically the final item removed from the site. Approximately 1,553 cubic yards of concrete that includes the 52 inverters/transformers, 135 BESS containers, 52 BESS converter/aux transformer pads(1 pad per 4 converters),the proposed O&M Concrete Building,and 20 meteorological station foundations. Remove with excavator and jack hammer. Backfill and compact as needed.Transport via dump truck to staging area. This opinion of cost assumed no gravel will be used onsite for the project roads. Gravel For BESS-remove with skid steer with sweeper.Transport via dump truck to staging area.Assumed offsite disposal. Off-site Assumed disposal at$95/ton or$45/cu.yard including tipping fee. Disposal Does not include disposal of PV Modules as that will be provided by SOLARCYCLE. Ibid. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-14 Mott MacDonald I Luna Valley Solar Facility 8 Site Decommissioning Plan to Fresno County Item Disassembly Method Hazardous Assumed disposal using a 3,000-gallon vacuum truck at$120/hr for extraction and hauling tasks. Substance Each motor assumed to contain 1 gallon of lubricating oil.Assumptions in accordance with World Oil Removal Corp. Re-Seeding No bulk re-seeding is required due to the current site conditions and per the direction from Fresno County. Re-Grading Minimal regrading-average depth of 0.25 feet. No bulk re-grading is included as this would alter site hydrology. Erosion& Sediment Install silt fence around project perimeter.Install tracking control at site entrance and replace once Control during disassembly. Remove at end of disassembly.Anticipate net soil disturbance is less than 1 acre. Energy Lithium-ion battery racks housed within approximately 135 containers. Storage Assumes a containerized solution with up to 5MWh per container.Batteries and racks have offsite System disposal by battery vendor.Other components addressed as above. Table 3.2: Generation Substation and Tie Line Anticipated Disassembly Methods Item Disassembly Method Estimate assumes approximately 45 steel structures,consisting of instrument transformer stands, Steel Structures bus supports,bay distribution structures,and various electrical platforms. Disassembled,lowered by crane,and transported via flat-bed to staging location. Circuit Estimate assumes five(5)34.5kV and two(2)230kV circuit breakers. Breakers Removed from pads and transported via flat-bed to staging location. Power& Estimate assumes 43 various transformers consisting of voltage,current,and power transformers. Instrument Removal by crane and transport via flat-bed to staging location.Assume no disassembly or oil Transformers removal of small units,oil drained from main power transformer prior to transport. Disconnect Estimate assumes 49 various disconnect switches with high and medium voltage ratings. Switches Removal by crane,disassemble,and transport via flat-bed to staging location. Insulators and Estimate assumes 87 various insulators and arrestors. Arresters Removal from supports. Primary Estimate assumes approximately 15,700 linear feet of primary conductor wire. Conductor Cut cable and bus pipe at ends and transport to staging location. Estimate assumes approximately 14,000 linear feet of high voltage,low voltage,and communication Underground cable. Cable Excavate to cable depth at one end of trench.Use tractor or backhoe to remove all cables and conduits in common trench.Transport via dump truck to staging area. Control Panels Estimate assumes 33 various control panels. Removal of electronic components. Rough disassembly. 1,170 estimated linear feet of fencing around the perimeter of the Project substation,which includes gates. Fence Machine roll fence fabric. Remove posts via post-puller and transport via dump truck to staging location. 480 cubic yards of concrete that includes various electrical foundations/pads throughout the substation. Concrete Remove with excavator and jack hammer.Transport via dump truck to staging area.Assumed off- site disposal. Assumed approximately 1,600 cubic yards of gravel for grading,drainage,and crushed rock surfacing. Gravel Remove with skid steer with sweeper.Transport via dump truck to staging area.Assumed off-site disposal. Off-site Off-site disposal costs are included in the total plant decommissioning cost. Disposal 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-15 Mott MacDonald I Luna Valley Solar Facility 9 Site Decommissioning Plan to Fresno County Item Disassembly Method Re-Seeding No bulk re-seeding is required due to the current site conditions and per the direction from Fresno County. Re-Grading Minimal regrading-average depth of 0.25 feet. No bulk re-grading is included as this would alter site hydrology. 3.4 Disposal 3.4.1 Locations The following disposal locations are assumed for recycling and general waste from the Project. Note that this list will require an update at the time of decommissioning as the currently listed locations may not be in operation. Table 3.3: Assumed Disposal Locations Facility Waste Type Approximate Distance to Project Fresno County Landfill General Waste and Co-mingled 20 Miles 18950 W.American Avenue Recycling Kerman,CA 93630 Mid Valley Disposal Metal and Concrete Recycling 28 Miles Kerman MRF&Transfer Station 15300 W.Jensen Avenue Kerman,CA 93630 World Oil Environmental Services Hazardous Waste Recycling(Used 50 Miles 14287 Manning Avenue Oils) Parlier, CA 93648 SOLARCYCLE PV Module Recycling 1,320 Miles 8000 N.Golder Avenue Odessa,TX 79764 3.4.2 Solar Module Disposal Solar panels are guaranteed to produce at least 80% of their original power rating after 25 years. Panels may be re-used or re-sold if the project were to be decommissioned. There is an emerging market for second generation panels, often for off-grid applications or electrification in developing countries. Panels may also be refurbished or recycled. Eighty-five percent of the weight of a solar panel is glass and aluminum, materials commonly recycled.3 The residual value of panels may exceed the cost of their removal at the time of decommissioning. However, if the residual value is assumed to be zero, the estimated cost to dispose of panels is $9.24 per module via a quote from SOLARCYCLE in Odessa, TX which includes transportation of panels from California to Texas. SOLARCYCLE has confirmed their ability to process the volume of panels at the Luna Valley project(https://www.solarcycle.us/). This would equate to approximately 440,000 panels (due to assumed 5% breakage during dismantling and loading)at$9.24/panel for an estimated total of$4.07M. 3 What happens when a solar facility is decommissioned?Clean Power.Final What-happens-when-a-solar-project-is- decommissioned Fact-Sheet.0f(cleanpower.ora).Accessed December 2023. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-16 Mott MacDonald I Luna Valley Solar Facility 10 Site Decommissioning Plan to Fresno County 3.4.3 Hazardous Materials Minor amounts of hazardous materials are expected to be present, and the Project will not generate or require the use or storage of significant quantities of hazardous substances. The management and disposal of waste and excess material will be in compliance with local, state, and federal requirements. Hazardous materials expected to be on site include the used tracking system motor lubricating oils that will be removed and disposed of or recycled as appropriate. Transformer cooling fluids are non-hazardous seed-based oil of proprietary formulation and will be recycled or remain with the transformer(s)when transported for reuse by others. The photovoltaic panels used in the project are environmentally sealed collections of photovoltaic cells that require no chemicals and produce no waste materials. Further details regarding the disposing of such equipment can be found in Appendix G. 3.5 General Environmental Protection During decommissioning and restoration activities, general environmental protection and mitigation measures will be implemented. Many activities during decommissioning will be comparable to the construction phase, including the use of heavy equipment on-site, preparing staging areas, and restoring constructible areas. 3.6 Safety Measures A safety plan must be produced and receive approval prior to mobilization for decommissioning activities. Preparation of a safety plan is a standard part of any construction/decommissioning contractor's scope of work and are custom to the specific contractor's work plan. Due to the contractor's specific nature of the safety plan, it is assumed this will be developed by the contractor prior to the start of decommissioning. During the Project decommissioning stage, it is crucial that the proper safety control measures are implemented. The appropriate state, local (e.g., County of Fresno), and any other agencies must be aware of the decommissioning activities prior to performing any actions. Emergency response and communication plans, as well as strategically placed fire extinguishers, shall be in-place as appropriate throughout the decommissioning process. If an incident were to occur, the appropriate documentation with details including the date, description, cause, and actions shall be executed. OSHA standards must be adhered to at all times while the Project is in construction, operation, and decommissioning. 3.7 Decommissioning Cost Estimate The estimated total costs are summarized below, with a detailed breakdown in Appendix B. Table 3.4: Decommissioning Estimate—Solar Only—Annual Inflation of 0% -Year 35 EOL Value Cost Total Disassembly, Disposal,and Site Restoration Cost $6,830,844.40 15%Contingency $1,024,627.00 Fresno County Administration Costs $20,000.00 Decommissioning Cost $7,875,471.40 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-17 Mott MacDonald I Luna Valley Solar Facility 11 Site Decommissioning Plan to Fresno County Table 3.5: Decommissioning Estimate—Solar& BESS—Annual Inflation of 0% -Year 35 EOL Value Cost Total Disassembly, Disposal,and Site Restoration Cost $7,379,395.40 15%Contingency $1,106,910.00 Fresno County Administration Costs $20,000.00 Decommissioning Cost $8,506,305.40 The following labor rates were utilized for this estimate: • Electrician: $57.09/hr • Carpenter: $46.79/hr • Machine Operator: $56.90/hr • Bricklayer/Concrete Mason: $45.22/hr • Laborer: $37.88/hr • Iron Worker: $53.73/hr • HV Electrical Worker: $87.68/hr • Foreman: $85.45/hr • Truck Driver: $19.50/hr • Hazardous Waste Laborer: $120/hr 3.8 Notification to Owners of Record Westland Water District has given permission for the submission of all documents pertaining to the Conditional Use Permit including this Reclamation Plan. A copy of this signed document has been attached to this Reclamation Plan. 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-18 Mott MacDonald I Luna Valley Solar Facility 12 Site Decommissioning Plan to Fresno County A. Site Layout Figure A.1: Luna Valley Site Plan REVAMP rt... w- u. ------------------ m: v I I d. _. I, I urour Z mil nVFRAI I SITF LAYOUT a E200 Source: Clearway Energy 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-19 Mott MacDonald I Luna Valley Solar Facility 13 Site Decommissioning Plan to Fresno County B. Summary Decommissioning Opinion of Probable Cost Figure 13.2: Decommissioning Opinion of Probable Cost-Solar Only-0% Inflation MProject: Luno Volley Solor Engineer P August MClient: Clearway Renew Issue Date: 4110124 MOTT Locotion: Fresno County,CA Revision: 9 MACDONALD OPINION OF PROBABLE COST-PV PLANT DECOMMISSIONING-SOLAR ONLY-ZOO MW-ANNUAL INFLATION%-END OF LIFE:YEAR 3S DISASSEMBLY&DISPOSAL ITEM DESCRIPTI UANTITY UNIT PRICE TOTAL 1.0 PV Modules 550 W 463,509 0.55 25d 930.00 2.0 PV Inverter(s)(4.2 MVA) 52 $ 1,081 5 56,212.00 3.0 PV Transformers 4.2 MVA 52 541 28 132.00 4.0 O&M Building 1 38,506 5 38 506.00 5.0 Racking Frame(Single Axis 5,871 5 5 29 355.00 6.0 Racking Posts 76,323 $ 2 $ 183,176.00 7.0 Tracker Motors 5,871 7 41 D97.00 8.0 Racking iring 5,396,313 LF 5 0.02 107 927.00 9.0 Underground Cable LV,MV,Comm 847,949 LF 5 0.15 127 193.00 10.0 Plant Fence 80,810 LF 5 0.97 78 386.00 11.0 Interconnection Facilities Substation&Gen-Tie Refer to 1 LS 5 378,521 378 521.00 1200 Concrete 1,607 CY $ 50 5 80 350.00 13.0 Offsrte Haulm Refer to Appendix G for Haulin Breakdown 0 $ 13A Transportation usingFlat Bed Refer to A endix C, 1 LS 5 13,521 13 521.00 13.2 Transportation using DumuTruck Refer to Appendix C, 1 LS $ 169,752 169 752.24 13.3 Trans ation usingVacum Truck for Hazardous Waste 1 LS 5 960 $ 960.00 14o Offsde Disposal Refer to Appendix C Subsecton Disposal for LS 0 $ 14.1 Tipping Fees for Non Rec clm at$45/CY Fiber Optic based 2,350 CY 40 94 000.00 14.2 Tipping Fees for Non Recycling at 95/ton Based on 8,822 TON $ 40 352 894.00 14.3 Labor for Tracking Motor Oil Extraction at 5120/hr 1 LS $ 140,904 140,904.00 14.4 Transportation and Recycling of PV Modules at SOLARCYCLE 440 334 5 9.24 $ 41,068,68616 15D General Conditions Refer to Appendix C Subsecton,General 1 l5 392 652 392 652.00 SUBTOTALI 5 6,637.154A0 SITE RESTORATION ITEM laIESCRIPTION I QUANTITY 1 UNIT PRICE TOTAL 16.0 Regrading 550 ACRES 1$ 71 39 050,00 17.0 lErosion and Sediment Control(Refer to Appendix C,Subsectioni 1 LS Is 154,6401$ 154,640,00 SUBTOTALI S 193690.00 TOTAL DISASSEMBLY,DISPOSAL,&SITE RESTORATION COST $ 6,830,844.40 15%CONTINGENCY $ 1,024,627.00 FRESNO COUNTY ADMINISTRATION COSTS $ 20,000.00 DECOMMISSIONING COST $ 7,875,471.40 Source:Mott MacDonald Notes:LS=Lump Sum; LF=Linear Feet;CY=Cubic Yards 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-20 Mott MacDonald I Luna Valley Solar Facility 14 Site Decommissioning Plan to Fresno County Figure B.3: Decommissioning Opinion of Probable Cost-Solar& BESS-0% Inflation MProject: Luna Volley Solor Engineer: P.August MClient: Clearway Renew Issue Date 4110124 MOTT LocoGon: Fresno County,CA Revision: 9 MACDONALD OPINION OF PROBABLE COST-PV+BESS PLANT DECOMMISSIONING-200 MW-ANNUAL INFLATION=0%-END OF LIFE:YEAR 35 DISASSEMBLY&DISPOSAL ITEM DESCRIPTION QUANTITY UNIT PRICE TOTAL 1.0 PV Modules 550 W 463,509 0.55 254 930.00 2.0 PV Inverter(s)(4.2 MVA) 52 $ 1,081 $ 56,212-00 3.0 PV Transformers 4.2 MVA 52 $ 541 5 28 132-00 4.0 ESS Converters 1200 kW 208 $ 399 82 992.00 5.0 ESS Containers 135 3,131 422 685.00 6.0 ESS Aux Transformer(s)(1200 kW) 208 $ 199 $ 41,392-00 7.0 0&M Building 1 38,506 38 506.00 8.0 Racking Frame JSingle Axis 5,871 5 5 29 355,00 9.0 Racking Posts 76,323 2 5 183 176.00 10-0 Tracker Motors 5,871 7 41 097,00 11.0 Racking Wiring S,396,313 LF $ 0.02 5 107 927,00 12-0 Underground Cable LV,MV,Comm 947,949 LF $ 0-15 S 127.193-00 13.0 Plant Fence 80,810 LF $ 097 $ 78,386.00 14-0 linterconnection Facilities Substation&Gen Tie)(Refer to 1 LS 378,521 378 521.00 15-0 Concrete 1,607 CY 50 80 350,00 16-0 Gravel 741 CY $ 2 $ 1,482,00 17.0 Offsite Hauling[Refer to Appendix G for Hauling ereatdownl 0 $ 5 I f.1 Transportation using Flat Bed Truck[Refer to Appendix C. 1 LS 13,521 13 521.00 1v 2 Transportation using Dump Truck IRefe.+o Appendix c,sub-ton 1 LS 169,752 5 169,75224 17 3 Transportation using Vacuum Truck for Hazardous Waste 1 LS 5 960 $ 960.00 18.0 Offsite Disposal[Refer to Appendix c subu ton Dispotaf for LS 0 $ $ 18 it Tipping Fees for Non-Re clin at$45/CY;riber opts based on 2,350 CY 40 94 000,00 18 2 Tipping Fees for Non-Recycling at 95 ton[Rased..."seed 8,822 TON $ 40 $ 352,894,00 18 3 Labor for Tracking Motor Oil Extraction at$120/hr IfWardous 1 LS $ 140,904 5 140,904-00 to a Transportation and Recycling of PV Modules at 50LARCYCLE 440,334 $ 9.24 4,068,686.16 190 General Conditions IRefe,to Append,x c sub-Mons Gcnrrd Commons 1 LS 392 652 $ 392,65200 SUBTOTAL 7 185 705.40 SITE RESTORATION ITEM IDESCRIPTION QUANTITY UNIT PRICE TOTAL 200 lRegrading 550 ACRES 71 $ 39 050.00 210 11rosion and Sediment Control[Refer to Appendix c,Subsection site 1 LS $ 154,640 5 154,640.00 SUBTOTAL 191690 TOTAL DISASSEMBLY,DISPOSAL,&SITE RESTORATION COST $ 7,379,395.40 1596CONTINGENCY $ 1,106,910,00 FRESNO COUNTY ADMINISTRATION COSTS $ 20,000,00 DECOMMISSIONING COST $ 8,506,305,40 Source:Mott MacDonald Notes:LS=Lump Sum; LF=Linear Feet;CY=Cubic Yards 504100529-002 102 17 i April 2024 Luna Valley Project Reclamation Agreement A-21 Mott MacDonald I Luna Valley Solar Facility 15 Site Decommissioning Plan to Fresno County C. Detailed Opinion of Probable Cost - PV Plant C 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-22 Mott MacDonald I Luna Valley Solar Facility 16 Site Decommissioning Plan to Fresno County PV PIAW COST BREAKDOWN UIY1 Costs Ed"I'd GY11 Oesul t— calla.Ram c4 T-1 Cc-_. a•4rclr� nl ail rlabw E4uP IHr:I M.[I Lalw SAAM fIWPMEMY 141.01.1- 4615C9 FA $ - S M.W.1HlnJlnB/SIw8r8110 mod/p11Y4) 1684s1 Nr 9,)71 rA olow" $ 12.148 S t.R 8S.4SSA. 461,SC4 FA O00ls MH $ Sa,012 S 59,41i O.Wiraan 57.095A. 461,S1:9 EA O00ts MH $ 19,694 S 39,R91 -.b—(41 151.50SAr 461,50 EA O0015 MH S 105,333 S 105,333 InNR4I1 9.271.0 EA QDSOOMN 463.5 5 5 SA. 51 LA S $ Faanan 95.45 .1- 52 EA 60o MN 5 26.661 S 26,661 ,ab— 37.88 pdN 52 EA 6.cc MN $ 1-1117 S :1,817 Eoup—M Oprator 56.$953 Sn. 51 EA 6.0C MH 5 17,751 S 17.751 S.P.Cr .4.4.$Ton 52 EA 60C MFI 312 005 - S 1r4n4— S2 FA $ S Emema0 85.45 S4. 52 EA 3.01)MH 5 11.331 S .3.331 -eb", 17,88 SA. 52 EA 3 00 Mtl S 5.9091 S 5.909 lawpmtW Owoto- 568913 sA. 52 LA I Go MH S 8.876 S 8.87a 1_P.C—.4.4,1 Inn 1)to 1 00 NH 15h S .15 TOTAL MAroR EQMMMDNTl$WW3/Wp 3 - 3 341,833 I 3 341A81 RACKING/IRAC3KEA SYSTEM 4cmovc Support Cammns IPIIC Orne1 S rem.n 65 as:ti 76323 LA 0011/N $ 61,220 $ 65227 pm.n1 •.tn IMammrrl -6.4A i 23 FA 4.,4 �_Fmcn[Ooc•at.,loa:.rl 56.90i1- 76323 EA OO1 MH 5 43.424 5 43,421 _a0J•er 37.RR t" 76323 EA 001 VIH $ 22,907 S 19.90, Donn,300HP 76323 EA 001 w 763 23 S S Vibratory Hammer IPD 101 76323 EA 0 at sM 763 23 5 S Sr81e A.Is-r ka S E )7R S ),7R9 D—300HP 294 EA 0.17 MH 1901 - S Dma[R Motor 5871 EA Elnat— 17.0'1 5- 5871 FA 0.13 MN $ 4 41,1199 Remo-Torque TUL Ila—.31 1175 EA $ 5 raeman 45.4514. 1.7, E 000 MH 5 S rds Worrer 51.73 SA. 1:15 LA 028MH $ 17,677 $ :7.577 lar,rpm.nr iry,e.r 56 qu LIU 1:75 h 017 MH $ 1:.142 S :1.147 0owr,111 HP 175 F 0 17 W 195 Y 5 - $ S TOTAL RACKING/TRACKER SYSTEM($0-ON/Wol 5 -1 5 2S6,0331 S 216,033 FOUNDATIONS n.Orw/Tramlorrlter Pad 1e'123'Ab'I F—P-1 CT.w ata I)) 11I N11- AI11111 00(aK1 MH $ I.7K7 I,7Rl •Nd.'le—,1;EY .I 0 0040"" 37 t 5 4-d.-r4m —50W IT lb ±l:c'-1 O0040 MH 33 5 -Iyd.E.ca w.O 75 CY 9320 s1 0.004014H 33 S S Eoup—t Oa.•ata 568951 in, .5a 0O345 MH S 302 S 332 :lour,)00 My .a i 00145 MH S S $ _lin?•nr 519151 S.- :54(Y 00345 MII S 201 S 201 MN.5[mian Pad(4'.4'W) S !m.lpment Ooera 12) 114 791:1 Ian•,1 O W40 MII S IN, S Iat, 1 cF a Luna Valley Project Reclamation Agreement A-23 Mott MacDonald I Luna Valley Solar Facility 17 Site Decommissioning Plan to Fresno County PV PLANT COST BREA6DO W N Unit COus E4toNkd Cd43 nrettot Cprwraotor D.-ion- -I-p.1. 0--.., Mw'I lAwpr fnuip iHral Mot.1 A. T,:<.C-r HYd-Hammer,I S CY 320 SF 0.0040 MH Ila S HYd M.-rui,SM(I R-I6 320 SF QOOW MH 1) S MYd tt wwor.0 n CY 320 SF RAM MH 128 $ EOulpm.ntr rate W5953 Lsr 6CY 0.0345 MH 5 12 5 12 D..r.200 HP 6 CY 0.0345 MH 020 $ S Loper 37.87515nr 6C'r 0A345 MH S 6 S 91.160'0&M&lildlin 279 CY IE. F.- 85.4529 Ski. :SC66 SF 0.0229 MH S - 5 24,482 $ 7q,4A1 Llaor.r(41 37.6761 0 0220 MM S - $ 11.0., $ )3,Lh,7 Ai,Coopresspr 250CFM :5065F D,0229M11 145o' S dealers,p4.tnem,60b :51:66 5F 0.0229 MH Usti. 5 S SO'Air Hotes,l 3" :SC66 SF 0.0229 MH 345A' S S $ Equipn..nl OpM.tw %,8953'0. 229.0 CY 0.0345 MH S - $ S<N $ 948 n.,.r 11a)Mp /lO II r'r 0.0401WIH 061 S On- 1?0751 2790 CY 0.0345M11 S - 5 ]6'• S J45 TOTAL POUNOATNINSI50/W S - S 47,91B S 47.918 SCADA\MONffOIYNO S Mettorolo9kat Staten. 20 EA 5 S our.....n k51111. 20 to 1-11164M 5 1,490 S 1,a.o EIecMOan 57.D9 20 EA Lill$AM S 1.269 S 1,269 Equipment operate 519953 20 EA 1.111 AEH S 1264 5 1.26, 5.P Cmn,4.e.5 In, 20 CA Q356 MM 111* S - S TOTAL SCA"A M0N1In1MW.),&WWp, 6 S 6 4,432 PLANT ELECTRICAL S UnMrtlru:vd EMclr.cul CO�dJI.Tens 21965E.D0 LF S fqum�m�I On...Nu 56.901,- 119&56.00 If O.WASA/H $ 43,761 5 a.1,7a1 Liib- 37.06 SM 119iSfi.00 LF 0.0035 MH S 29,L45 5 29,145 Backn Loader,43HP 239BSE.00 LF 0.0035 MH 769 S S 0lneet 5.W Cole TrentheT 161493.17 LF S Eq.-"op...... S6.90 kYr 161493.17 LF 0.0035 MH S 32,159 S 32,159 lab.- 37.111B 10- 161493.17 If 0.0035 MH 5 21,608 5 21,43B Back•ge L.Oader.49HP 161493.17 LF 0.0035MH 565 Z3 S S DC Com0i94.BOA E%wgrklar, 57.09,-r 7:6.00 EA 1,25 MH S 51,D9B S 51,09E S Rac1 W-a l.horw 17.111111 1n. 21S651S.201F OOMI.O MM $ 12.107 S 12,/07 ENctrklan 57.0914. 2155525.20 LF 0.00010 MH S 49,294 S 49,294 PVC Cunduik 2%4 port T-1,IOC Any) 67.0024 S4. 251i34 40 If 5 - S - S GpsYd.y Ground Rods,WaiO'0-61 51.0924 k*. 214 EA 5 15 S S Ground Conductor.4/0 CU S7.0924 S,* 72SO LF S 6 5 S PUN Wire Pace 2&4 Luna Valley Project Reclamation Agreement A-24 Mott MacDonald I Luna Valley Solar Facility 18 Site Decommissioning Plan to Fresno County PV PLANT COST BRFAKDO W N Unit Costs •J d C", Con[•sttar -_ 3.-nay Labor Rat4hNSOM236971 Mw1'I lw:v.,, En.....H,.I rl.nrr I T-Cv.t OC%.,M C.ble-Old Cu 57.0924 slyL- 050 DC HPln.nel C4bl.-M&ACM Al S7.0924 it. 1 r S DC SOI-Ground-62 0J S7.09241lhL- 5 J S - 5 MV AC Cade SOD I-11 CV 57.0924 SrlrL- 5 11 $ 5 MV58na1Ground 2/OC.. S7.0924 k4r Lr S J $ 5 Flbr,KW,12/F.To lrve•te 57.0924:n. Lt S 398 S 5 TOToA PLANT FIFCTRICAt(SO 001/W, f f 159.sB6 f 2f9•f88 SIII WORK S 32324 S - 5 32.324 5•111-Add 8 fl-.- 90,9100 L- S 0,40 tgwp-.top-tor '[NY'.l'••• NO.tl10n 1-- 0.0W0 N11 S 41.3M S 41.3m Labraer(71 Kn,o10011 1)MW3 me 5 - S 55,097 5 -15,092 te.d..Skd S-.10 HP 80.810 u 1 0.(M9 51H 7)7 1 S - $ f1, 5 833 S S 833 AM 6 Ren•ave Vt be I-It.8 Cortro 1"It,h.Wl 213 CY S )am tq.Plrwnl l.'O-1-Il) lr0.6K6 273 Cy O.ORId,114I1 S - S 38) S 1R7 Lab-(1/2) 18.9376 VA CV 0.a I MH S - S 7 5 7 Dump T-k.12CY.400HP 271 CY 0.0537 MH 149 S - S - 5 Dolor,2001P 27A CY 0A269 MH 0 r, S $ 5 O U400 MIl 1]' 5 - S - S Equpnwnl Op 1n 271 C Dun•p T-k,12CY 4CCHP 271 CY 0.0403 MH 11 S $ 5 S S S fH�amp<bor fT.P fi•Do'Ruud.) E11Wp-t owwato, 56895354r 68,126.1 CY 0.0110 MH S - $ 3,876 5 3016 Lap-(1/21 18,937664. 68,126.1 CY 0.0001AH 5 5 1.293 S 1.290 D.-300HP 61.1261 CY O.D017 MH ES 13 5 5 5 It .Beare 6l Stink 68.126.1 CY 0DD10514 11 5 5 $.w 443.263 Cr 1:,nrm41(o d v-Prer.te Oeph PI 0 25 h t1µP-I Opwalar %11011nr 443,Ml 1 CY 0.0111:1 M, 5 )S,270 S 15,2)0 Lob-(1111 MOM V- 443,1633 CY 000 t:1 Mnl S - 5 839A S ILM Doaor,300HP 443,2633 Cr C.C013 t01 -4126 S 5 - S looM Road,16•Depth,20 Walsh,WrggM per no t, 1.48 TOnrCY) 1•Ir -CY EOIWpm tOperalcr %8953 fir -Sf 0.00025 MH 5 - S - 5 Lahore! 37.8751 VI, 0 5r 0 00025 MH S S Grodtr.900001hs O Sr 00W500,11 O $ - S 5 Doll Condo tgWp-nt Operefor S6.89S3 v. ,I "Al 6.OW0 SIII S -4.)tll 14.191 Loh- 170)51 V1. 41 11 AY 6"-:1'.111 9,K47 IS 4.K 11 T-k T,-I-.7)04P 41 DAY 6.00n i'.1 7V, - 5 Wow Tank ToiW.SOWS. 41 OAY 6.000,%W 259 et 5 5 •r 6 NIIA70 1 FWxP .nl op-.1- 56.8451 80,810 L; 0.01 MH 5 5 4S,977 S 4S,977 ubpror 37.8751 1• MAID L- 0.01 MH 5 S 30,607 S 30,607 6-h-to+le 4RH B0.810 L- C.OL fAH ON la S 5 S $ $ f.1 EOWpmant Cpmtor 56.9953 I• .00 EA L.20MH 5 $ 683 S 693 Up-(21 75.7503 I. 10 EA 1.20 MH $ $ 909 $ 909 ll n"ae Loade•,481E 30 EA 1.20 MH 12 00 1mAt sni vrt>IIKISn 0nt;»P f 83,157 f 288,488 f 271,5ff dENEOAI CONDITIONS A-.A,dw A-l.nl, 8.66 WK 20 f.1H 5 5 S,413 S S,413 Conttn.ctfon Eqj Ov-1 8.66 INK 5 S S SO•Air HOsos,IS' 75.00 Dar,& S $ S 5 AV Co"4-sor 2SOCFM 75.00 Dar, S A21 S 31S72 5 S 37S72 Bx+noe toady.481E 755.00 oars 5 209 5 18,684 5 5 18.684 ".k-.P.-.bob 75.00 Oar, S 9 S 672 S S 612 C-Aer lood",IC 6.00 Dan $ all 1st,I S S 1.86i Ca.w hurl 75.00 Dare $ 701 1+084 $ $ 15,0M 0ua4r,200HP 1.000.0 5 677 S 677 $ S 677 Owcr.300HP 75.00 Oars 5 677 S $0,742 S S S0,7A2 Dump T-k 12CY.4001P I.DO Do" S 363 S 363 5 5 363 Earth M,Ber,Trmk Y-.d 6.00 Days S 1,148 5 6,887 $ 5 6.891 ,WbM'rurk,20000 GW 6.DO Oar, S 327 S 1.9r,1 5 1.961 1-W.lONOb, I,00 LI M S rob 5 :tie j r86 .yd G.-,1)IPn INI Hwra S <V.. I 411' t3,450 Pale 3 Or 4 Luna Valley Project Reclamation Agreement A-25 Mott MacDonald I Luna Valley Solar Facility 19 Site Decommissioning Plan to Fresno County PV FLANT COST 3RIAKDO W N Unit cw. r.r.,..kd C., Cont mor Caarac,or Aatui Our• -L..N.t. i4tt %iml 1,4wr Fquip JH,,1 m.1'1 1.1— Tali Colt Nyd C7ane.55 Ton 6,D0 Dan 12M 7,466 5 5 1.466 NYd.Fa-.avatar,0175 CY :I.oa Dan 446 5,796 $ S 5.798 Nyd.Nammer,3.5 CY .3.00 Diva 5 2" 5 3,687 S S 3,6B7 Nyd,Namm4r,5000 R46 .3.00 Dar, 5 284 S 1.687 5 S 3,667 1at0(e 60a Crates,20 Ton 5.00 Days 5 1,2M S 6,222 $ S 6.222 Loader.Skd StMr,3011P 11.80 DM 5 203 S 6,217 S S 6.287 naup Tnld.3/4ton 6.00 Dan $ 281 S 1.2c7 15 S 1.207 Rpper.ke 8,I Yank I,DO Ds" 5 25)1 S 112 S 5 77, $.P.Cnna,4a4,%1nn 15.Do 11an S 241 11 U(77K 5 S IA,726 Ttatly r/W-1, 6.D0 Oan S Ila S 6S7 $ S 657 T1u,k Tfa ,ZID4P _L000xn $ 272 S 2,996 5 S 2,996 Vl6•awv•Ctmmer(PD 1DI 75aa D." 5 181 S 13AN 5 S I3,608 Water Tank TaAer,SOOOBa :I.Da Darr 5 526 S 5,783 S S 5.783 Safety 816 WK $ 125 S 1.083 $ S 1.083 Wet Se-te 8.66 WK 5 2.000 S 17.32c S S 17.120 P.""./I rp,".q, 8be WK 5 59 S 471 S S All Lf.ty Fqulpm.nl 8.66 WK $ Wall S 4,1ID I S $ 4,310 T4mp01ary Tr4ph—Sa 57.0974 t,n I.00 EA S 500 6 AR( S 5c0 S 457 S 957 T..w.ry Owark SRMCe W.M.4 hti 1.D0 EA $ 500 B ARI S 500 5 457 S 957 Teanp—V EkMic Usage 2.00 MD 5 161 S 321 5 S 321 Terroaarr Tomm K 10 2.00 MO $ 1.500 S 51M S S 5,00D 7.mmriry OKatkrylWrv, 1.D0 ROD 5 1,410 ),420 S S 2,820 Prorst S.t(awinWnarrnt 57C9245a. :C.66 WK I SD AW 5 $ 30,430 S 30,430 F,.Id 9-14a-d B...... 8.66 WK S 1,098 I 915I1 1 5 S 9,511 TOTAL GENERAL CONpTIONG(SO.001/Wp 000 5 ze"sq S 30,756 $ 317,712 INKHRECT C05T5 Cant.w,mv 0 51.496.80 $ S u—heM a no6t 1p064) 5 ON 1 1 51.458.80 14?C I$ S 14.g4 TOTAL NINNIV CO6TSI$0/Wp 0 $ 1A.M0 1$ I$ 74.640 OIBpO$AC NtB40 19.5 EA JS4 28 DAY $ 9,:53 5 4,366 S 13,521 D.anp Truk 19.5Lit• EA 6S DAY 5 IM740 S 51.012 S 169,752Vacuum T—k 120L7v EA 1 DAY S S 960 S 960 T"pS Feet for h—ReyWq 235 Cr S 94= 5 S 94,000 R82 t S MA94 S S 152.894 IIt164. 56111A 5ha;i lf,RSniR S $ 14D,9M S 140.904 Rctytl,t of PV Nbduks at SOLA omct In Odetta.IK 440I1 LA S 4,068.686 $ S 4p66.686 TOTAL oftpolAlISD.D79/1Np O S e,Mlall $ 1e1,244 S 4a ,717 TOIAl 150.0l5/Wp 5 f,u SI.SlA 51.111,,CA 5 e,414,444 4u4 Luna Valley Project Reclamation Agreement A-26 Mott MacDonald I Luna Valley Solar Facility 20 Site Decommissioning Plan to Fresno County D. Detailed Opinion of Probable Cost - BESS Breakdown and O&M Building Project lump Vplky Sob, Computed P August Date: 419124 Client: Cleorwoy Renew Checked: J.lockson Date: 419124 Revision: 9 Issue Date. 4110124 Unit C. Extended Costs Contractor Contractor Descn tion labor Rat a,2an, ic Mat'I labor I Equip(Hrs1 Matt labor Total Cost U-ION ENERGY STORAGE SYSTEM Li ion Battery Rack(17SkWh,0.14S8kAh) S7.0924 s&, 3,852 EA Foreman 85.45 SIP, 3.852 EA 0.19 MH $ - $ 94,047 S 94,047 Electrician 57.09 srrr, 3.852 EA 0.29 MH $ - S 62,934 5 62,834 Equipment Operator 56.8953 smr 3,852 EA 0.29 MH 5 5 62,617 5 62,617 Laborer 37.88 5IFr 3,852 EA 0.29 MH $ $ 41.694 5 41,684 Crew Truck 3.852 EA 4.00 MH 15409.00$ $ S Hyd.Crane,12 Ton 3,852 EA 4.00 MH 1-1409.00 Energy Storage Container 15MWh) 135 EA For-an 85.45 5nv 135 EA 6.DO MH $ - $ 59,217 $ 69,217 Electrician 57.09$R" 135 EA 6.D0 MH $ - $ 46,245 S 46,245 Equipment Operator S6.8953 s&, 13S EA 6.00 MH $ - 5 46,095 IS 46,085 S,P.Crane,04,5 Ton 135 EA 6.00 MH 810.00 5 5 - S Power Conversion System IPCSI(1200 kW1 206 EA $ $ - S Foreman 85.45$nr 708 FA ).00 MH $ - $ 35,54E 5 35,548 Elea clan 57.09 SR, 208 EA 2.OD MH $ - $ 23,750 S 23,750 Equipment Operator 56.9953 SR, 208 EA 2.00 MH $ - 5 23,bbS $ 23.668 S.P.Crane,04,5 Ton 208 EA 2.00 MH 416.00 5 $ 5 35kW480V Pad Mounted Aux Transformer 112DO kW I 208 EA S - S - S Fo,cman 85.45 5eF, 208 EA 1.00 MH $ $ 17,774 $ 17,774 Electrician 57.09 Sit" 208 EA 1.DD MH $ $ 11,875 $ 11,875 Equipment Operator 56.B%5 SRr 208 EA 1.00 MH $ - $ EN. $ 11,834 S.P.Crane,4x4,5 Ton 208 EA 1.00 MH 2O9.00 5 - 5 - 5 TOTAL LWON ENERGY STORAGE SYSTEM($0.002/Wp) $ $ 547,281 is 547,182 FOUNDATIONS ESS Container Pad(48.8'x6'j Equipment Operator(2) 113.791 sRv 51M SF OOD40 MH $ - $ 23,S96 5 23,S96 Hyd-Hammer,1.5 CY $1840 SF 0.DD40 MH 2O7.36$ $ - $ Page 12 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-27 Mott MacDonald I Luna Valley Solar Facility 21 Site Decommissioning Plan to Fresno County Project: Luna Vo(fry SoJor Computed P August Date: 419124 Client: Cl—y Renew Checked: J.Jackson Date: 419124 Revision: 9 Issue Date. 4110124 Unit Costs Extended Costs Contrattor Contractor Di—ri Lion Labor Role nti Mat'I labor E uip(Hrsl Matt Labor Total Cost HYd.Hammer,5000 ft lb 51840 SF 0.0040 MN 707.36$ . $ . $ HYd.Excavator,0.75 CY 51M SF 0.0040 MH 2O7.36 5 - $ S - Equipment Operator S6,8953 s/E, 960 CY 0.0345 MH $ - S 1,RR4 5 1,884 Dozer,700 HP 960 CY 0.0345 MH 33.12 $ - $ - S Laborer 37.8751 SA,, 960 CY 0.0345 MH 5 - $ 1,254 5 1,254 KS/Transformer Pad 112'x18'x6")per 4 comertem 5 - S - 5 Equipment Operator(2) 113.791 Shr 11232 SF 0.0040 MH $ - $ 5,112 5 5,112 Hyd.Hammer,1.S CY 11232 SF 0,0040 MH 44.93 $ - $ - $ HYd.Hammer,5000 ft-Ib 11232 SF 0.0040 MH 44.93 $ - $ - 5 HYd Excavator,0 75 CY 21232 SF 0.0040 MH 44.93 $ $ 5 Equipment Operator 56.8953 SAv 208 CY 0.0345 MH $ - $ 409 S 408 Dozer,200 HP 208 CY 0,034S MH 7.18$ $ - S laborer 37,8751 SA', 208 CY 0,0345 MH $ - $ 272 172 TOTAL FOUNDATIONSI$OIWP)l $ - S M11.7 S 34527 SITE WORK Removal of Gravel Surfacing 741 CY Equipment Operator 56.8953 SRr 40,000 % O.0DD25 MH $ - $ 569 $ 569 Laborer 37.8751 SRr 40,000 SF 0.00025 MH $ - S 379 $ 379 Page 13 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-28 Mott MacDonald I Luna Valley Solar Facility 22 Site Decommissioning Plan to Fresno County Project. Lugo Votfry Sub, Computed P Aupust Date: 419124 Cl—t- Oeon,yoy Renew Checked: J.Jackson Date: 419124 Renslon: 9 Issue Date. 4110124 Unit Costs Extended Costs Contrutor Contractor Descri tion Labor Rate Quantity I I Mat'I I labor E uip(Hrs) Mat, Labor Total Cost Grader.30,G1016s 40,000 5F 0.00050 MH 2O.00 TOTAL SM WORK($O/WP) $ S 2" $ 90 O&M Building O&M Building(91'x160'x12') 1 ea $ Foreman 95.4529 s&, 174720 CF 0.0008 MH $ 11,198 $ 11,198 taborer12) 75.75 srfr 174720 CF 0,0025 MH $ 19,853 $ 19,853 Egwpment Operator 56.90 M, 174720 CF 0.0008 MH $ 7,456 5 7,456 Crawler Loader,3CY 174720 CF NOOB MH 131.04 $ $ TOTAL O&M Bullding($O/Wp) $ $ 38,s06 S 38,SO6 Page 14 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-29 Mott MacDonald I Luna Valley Solar Facility 23 Site Decommissioning Plan to Fresno County E. Detailed Opinion of Probable Cost - Substation Project: Luna Valley Solo, Computed: P.August Date: 419124 Client: Ckorway Renew Checked: 1.Jackson Date: 4/9/24 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Wended Costs Total Description Quantity Contractor Contractor cost Mat'I I Labor Equip(His) Mat'I Labor EQUIPMENT Code HV Circuit Breaker B 2 FA 5 3,791 $ 3,791 Foreman 85.45 51hr 2 EA S-71 MH $ - 5 977 $ 977 Laborer(4) 37.88 Nhr 2 EA 22.85 MH $ $ 1,731 $ 1,731 Equipment Operator 56.8953 sthr 2 EA 5.71 MH $ - $ 650 $ 650 Laborer 37.88 Vhr 2 EA 5.71 MH $ $ 433 $ 433 Crew Truck 2 EA 5.71 MH 11.43$ Hyd.Crane,12 Too 2 EA 5.71 MH 11,43 S $ $ HV,GOAS Disconnect Switch,VS 5 3 EA $ S,687 $ 5,687 Foreman 85,a5 5/h, 3 EA 5.71 MH $ $ 1,465 $ 1,465 Laborer(4) 37.88 Slhr 3 EA 22.86 MH $ - $ 2,597 $ 2,597 Equipment Operator 56,8953 51h, 3 EA 5.71 MH $ $ 975 $ 975 Laborer 37.88 5/hr 3 EA 5.71 MH 5 - $ 649 $ 649 Crew Truck 3 EA 5.71 MH 27.14 Hyd.Crane,12 Ton 3 EA 5.71 MH 17.14 HV VT T 9 ea $ - $ 3,412 S 3,412 Foreman 85.45 SJhr 9 EA 1.143 MH 5 - $ 879 $ 879 Laborer(4) 37.88 Wh, 9 EA 4.571 MH S - $ 1,558 $ 11558 Equipment Operator 56.8953 sthr 9 EA 1.143 MH 5 - $ 58S $ 585 Laborer 37.88 Sth, 9 EA 1.143 MH S $ 390 S 390 Crew Truck 9 EA 2.857 MH 2S.71 5 - $ - $ Hyd.Crane,12 Ton 9 EA 2.857 MIA 25.71 5 HV CT T 9 ea $ - $ 3,412 $ 3,412 Foreman 8545 5/h, 9 EA 1.143 MH S $ 879 $ 879 Labor,(4) 37.99 S/h, 9 EA 4.571 MH 5 - $ 1,558 $ 1,558 Equipment Operator 56.8953 Wh, 9 EA 1.143 MH S - $ 585 $ 585 Laborer 37.99 S/h, 9 EA 1.143 MH $ - $ 390 $ 390 Crew Truck 9 EA 2.857 MH 25.71$ - $ - $ Hyd.Crane,12 Ton 9 EA 2.8S7 MH 25.71$ - $ - $ HV CCVT r 3 ea S - 5 1,137 $ 1,137 Foreman 85.45 51hr 3 EA 1.143 MH $ - $ 293 $ 293 Laborer(4) 37.88 51hr 3 EA 4.571 MH $ - $ 519 $ 519 Equipment Operator 56.8953 Slhr 3 EA 1.143 MH $ - $ 195 $ 195 Laborer 37.88$M 3 EA 1.143 MIA S - S 130 $ 130 Crew Truck 3 EA 2.857 MH 8.57$ - $ • $ Hyd.Crane,12 Ton 3 EA 2.857 MIA 8.57 S - S - $ HV Insulator 1 33 ea $ - $ 3,128 S 3,128 Foreman 85AS SMr 33 EA 0.286 MH $ - $ 806 $ 806 Page 19 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-30 Mott MacDonald I Luna Valley Solar Facility 24 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: AAugust Date: 419124 Client- Ororway Renew Checked: /.lockson Date: 41W4 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Ealended Costs Total Description Quantity Contractor Contractor Cost Mat'I Labor Equip(Hrs) Mat'I Labor Laborer(4) 37.88 S/hr 33 EA 1.143 MH 5 - $ 1,428 $ 1,428 Equipment Operator 56.8953 s/hr 33 EA 0.286 MH $ - $ 536 $ 536 Laborer 37.88 s/hr 33 EA 0.296 MH $ - $ 357 $ 357 Crew Truck 33 EA 0.714 MH 23.57$ - $ - $ Hyd.Crane,12 Ton 33 EA 0.714 MH 23.57$ - $ - $ HV Surge Arrestor 1 3 ea $ - $ 995 $ 995 Foreman 85.45$/hr 3 EA 1.000 MH 5 - $ 256 $ 256 Laborer(4) 37.83 5/hr 3 EA 40DO MH $ 455 $ 455 Equipment Operator 56.8953 5/hr 3 EA 1.000 MH 5 - 5 171 $ 171 Laborer 37,88 sMr 3 FA 1.ODO MH $ - $ 114 $ 114 Crew Truck 3 EA 1.000 MH 3.Do$ - $ - $ Hyd.Crane,12 Ton 3 EA 1.ODD MH 3.00$ Main Power Transformer T 2 ea $ - $ 7,582 $ 7,582 Foreman 85.45 Vr, 2 EA 11.429 MH $ - $ 1,953 $ 2,953 Laborer(4) 37.88 s/hr 2 EA 45.714 MH $ - $ 3,463 $ 3,463 Equipment Operator 56,8953 s/hr 2 EA 11.429 MH $ - $ 1,3DO $ 1,300 Laborer 37.88 s/hr 2 EA 11-429 MH $ - 5 866 $ 866 Crew Truck 2 EA 71.429MH 142.86$ - $ - $ Hyd.Crane,12 Ton 2 EA 71.429 MH 142.86$ - $ - $ MV Circuit Breaker B S ea $ - $ 4,739 $ 4,739 Foreman 85.45 s/hr 5 EA 2.857 MH $ - $ 1,221 $ 1,221 Laborer(4) 37,88 s/hr 5 EA 11.429 MH $ $ 2,164 $ 2,164 Equipment Operator 56.89S3 s/hr 5 EA 2.857 MH 5 - $ 813 $ 813 Laborer 37,88 s/hr 5 EA 2.857 MH $ $ 541 $ 541 Crew Truck 5 EA 11.429 MH S7.14$ - $ - $ Hyd,Crane,12 Ton 5 EA 11,429 MH 57.14$ MV GOAB Disconnect Switch,CBV w/Motor S I ea $ - $ 948 $ 948 Foreman 85.45 s/hr I EA 2.857 MH 5 - $ 244 $ 244 Laborer(4) 37.88$/hr I EA 11.429 MH $ - $ 433 $ 433 Equipment Operator 56.8953 5/hr 1 EA 2.857 MH 5 - $ 163 $ 163 Laborer 37.88 s/hr 1 EA 2.857 MH $ - $ 108 $ 108 Crew Truck 1 EA 2.857 MH 2.86 5 - $ - $ Hyd.Crane,12 Ton 1 EA 2.857 MH 2.86$ - $ - $ MV,Disconnect Switch,600A,1 PH 5 4S ea $ - 5 17,D60 $ 17,060 foreman 85.45 s/hr 45 EA 1.143 MH $ - $ 4,395 $ 4,39S Laborer(4) 37,88 s/nr 45 EA 4.571 MH S - $ 7,791 $ 7,791 Equipment Operator 56.8953 s/hr 45 EA 1.143 MH $ - $ 2,926 $ 2,926 Laborer 37.88$A, 45 EA 1.143 MH S - $ 1,948 $ 1,948 Crew Truck 45 EA 2.ODD MH 90.00$ - $ - $ Page 20 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-31 Mott MacDonald I Luna Valley Solar Facility 25 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: P.August Date: 419/24 Client: Oeorway Renew Checked: /.Jackson Date: 4/9{24 Revision: 9 Issue Date: 411W24 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Description Quantity Contractor Contractor Cost Marl labor Fgwp lHrs) Mat'[ labor Hyd.Crane,12 Ton 4S EA 2.0D0 MH 90.00$ $ $ MV CT T 7 ea $ - $ 4,644 S 4,644 Foreman 85.45$,ro, 7 EA 2.ODO MH $ - $ 1,196 $ 1,196 Laoarer(4) 37,98$111 7 EA 8.0D0 MH $ - $ 2,121 $ 2,121 Equipment Operator 56.8953 s,m, 7 EA 2.0D0 MH 5 $ 797 $ 797 Laborer 37,88$in, 7 EA 2.0D0 MH $ - $ 530 $ 530 Crew Truck 7 EA 2.000 MH 14.00$ Hyd.Crane,12 Ton 7 EA 2.000 MH 14.00$ - $ $ MV VT T 12 ea $ - $ 7,961 $ 7.961 Foreman $5.45$/nr 12 FA 2.0DO MH $ - $ 2,051 $ 2,051 Laborer(4) 37.88 S/n, 12 EA 8.000 MH 5 - $ 3,636 $ 3,636 Equipment Operator 56,8953$/n, 12 EA 2.000 MH $ - 5 1765 $ 1,365 Laborer 37.88$In, 12 EA 2.0D0 MH $ - S 909 $ 909 Crew Truck 12 EA 2.ODD MH 24.00 Hyd.Crane,12 Ton 12 EA 2.ODO MH 24.00$ MV Insulator I 51 ea $ - $ 4,834 $ 4,834 Foreman 85.45 s/nr 51 EA 0.296 MH $ - $ 1,245 $ 1,245 Laborer(4) 37.88$fi, 51 EA 1.143 MH $ $ 2,208 $ 2,208 Equipment Operator 56.89S3 slur 51 EA 0.296 MH $ - $ 829 $ 829 Laborer 37,88$fir 51 EA 0.286 MH $ - 5 552 $ 552 Crew Truck 51 EA 0.714 MH 36.43 Hyd.Crane,12 Ton 51 EA 0.714 MH 36.43 S Bin&Fit 3"(2.62 Ibs/ft) 446 FT $ 5,261 $ S,261 Foreman 85.45 Sin, 446 FT 0.036 MH $ S 1,355 $ 1,355 Laborer(41 37.88$/nr 446 FT 0.142 MH S - 5 2,403 $ 2,403 Equipment Operator 56.8953 Nn, 446 FT 0.036 MH $ $ 902 $ 902 Laborer 3L88$/n, 446 FT 0.036 MH S - $ 601 $ 601 Crew Truck 446 FT 0.036 MH 15.96 S $ $ Hyd.Crane,12 Ton 446 FT 0.036 MH 15.86 S 1272 KCMIL AAC Narcissus 1.194ibs/ft 1,516 FT $ $ 8,149 $ 8,149 Foreman 85.45$/n. 1,516 FT 0.016 MH $ - 5 2,099 $ 2,099 Laborer(4) 37.88$/nr 1,516 FT 0.065 MH $ - $ 3,722 $ 3,722 Equipment Operator 56.8953 s7nr 1,516 FT 0.016 MH S - S 1,398 $ 1,398 Laborer 37.88$7n, 1,516 FT 0.026 MH $ - $ 930 $ 930 Crew Truck 1,S16 FT 0.016 MH 24.57 S - S - $ Hyd.Crane,12 Ton 1,516 ET 0.026 MH 24.57$ - $ - $ Station Service Transformer(Pole) T 1 ea $ $ 18% $ 1,896 Foreman I eo 5.714 MH 5 - $ 438 $ 488 Laborer(4) 3zas 5,m, 1 ea 22.857MH $ - $ 866 $ 866 Page 21 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-32 Mott MacDonald I Luna Valley Solar Facility 26 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: P.August Date: 419124 Client: C7eorwoy Renew Checked: I.Jackson Date: 41W4 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Description Quantity Contractor Contractor Cost Mat'I Labor Equip(Hrs) Mat'I Labor Equipment Operator 56,8953 s/hr 1 ea 5.714 MH $ $ 325 $ 325 Laborer 37.88 Vw 1 ea 5.714 MH $ - $ 216 $ 216 Crew Truck I ea 5.714 MH 5.71$ Hyd.Crane,12 Ton 1 ea 5.714 MH 5.71 $ TOTAL EQUIPMENT $ $ 83,498 $ 84,636 STRUCTURES HVI-Phase Instrument Transformer Stand 755.4# 9 Ea $ 588 $ 588 Foreman 85A529 Vhr 9 Ea 0.33 MH $ 256 $ 256 Iron Worker 53.73075 S/hr 9 Ea 0.33 MH $ 161 $ 161 Equipment Operator 56,8953$/hr 9 Ea 0.33 MH $ 172 $ 171 Lattice Boom Crane,20 Ton 9 Ea 0.33 MH 3.00 $ $ HV 3-Phase High Bus Support 3334.4# 8 Ea $ 4,706 $ 4,706 Foreman 85.4529 6/h, 8 Ea 3.DO MH $ 2,051 $ 2,051 Iron Worker 53.73075 Whr 8 Ea 3.DO MH $ 1,290 $ 1,290 Equipment Operator 56,8953 5/hr 8 Ea 3.DO MH $ 1,365 $ 1,365 Lattice Boom Crane,20 Ton 8 Ea 3.DO MH 24.00 $ $ HV 3-Phase Low Bus Support 783# 5 Ea $ 1,471 $ 1,471 Foreman 85.4529 Vh, 5 Ea 1,50 MH $ 641 $ 641 Iron Worker 53.73075$A, 5 Ea 1.50 MH $ 403 $ 403 Equipment Operator 56.8953 S/hr 5 Ea 1.50 MH $ 427 $ 427 Lattice Boom Crane,20 Ton 5 Ea 1.50 MH 7.50 5 - $ HV High Switch Stand 6455.9# 2 Ea $ - S - Foreman 85.4529 Vhr 2 Ea 3.0011,4H Is 513 15 513 Iron Worker 5373075 s.nr 2 Ea 3.00MH $ 322 $ 322 Equipment Operator 56.8953 sinr 2 Ea 3.00MH $ 341 $ 341 lattice Boom bane.201- 2 Ea I 3.DO MH 1 6,00 $ -Is Page 22 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-33 Mott MacDonald I Luna Valley Solar Facility 27 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: AAugust Date: 419124 Client: Ororway Renew Checked: 4 Jackson Date: 4A9 24 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN unit costs E.tended Costs Total Description Quantity Contractor Contractor Cost Mat'I labor Egwp(His) 4 t'I Labor HV Two-Bay A-Frame,1 Initial Bay 17595# 1 Ea $ 1,685 $ 1,685 Foreman 8SAS29$/nr 1 Ea 5.55 MH $ 474 $ 474 Iron Worker(3) 53-73075$/nr I Ea 16.65 MH $ 895 $ 895 Equipment Operator 56.8953$fi, 1 Ea 5.55 MH $ 316 $ 316 Lattice Boom Crane,20 Ton 1 Ea 5.55 MH 5.55 MV 2-Bay Distribution Structure 6042.2# 3 Ea $ 892 $ 882 Foreman 85.4529 s/hr 3 Ea 1.50 MH $ 385 $ 385 Iron Worker 53,73075 Vw 3 Ea 2.50 MH $ 242 $ 242 Equipment Operator 56.8953$fir 3 Ea 1.50 MH $ 256 $ 256 Lattice Boom Crane,20 Ton 3 Ea 1.50 MH 4.50 $ - $ MV Feeder Riser 667.5# 4 Ea $ . $ Foreman 85.4529$A, 4 Ea I-SO MH $ 513 $ 513 Iron Worker 5373075$fir 4 Ea 1.50 MH $ 322 $ 322 Equipment Operator 56.89S3 sfir 4 Ea 1.50 MH $ 341 $ 341 Lattice Boom Crane,20 Ton 4 Ea 1.50 MH 6.00 $ . $ MV High Bus Support 673.3# 11 Ea $ 3,235 $ 3,235 Foreman 85.4529 Vw 11 Ea 1.50 MH $ 1,410 $ 1,410 Iron Worker 53.73075$/n, 11 Ea 1.50 MH $ 897 $ 887 Equipment Operator 56.8953$/nr 11 Ea 2.50 MH $ 939 $ 939 Lattice Boom Crane,20 Ton 11 Ea 1.50 MH 16.50 $ - $ MV High Bus Support/Double Feeder Riser 1197.7# 2 Ea $ 588 $ 588 Foreman 85.4529 sfi, 2 Ea 1.50 MH 5 56 2 $ 256 Iron Worker 53.73075$A, 2 Ea 1.S0 MH $ 161 $ 161 Equipment Operator 56.8953 glnr 2 Ea 1.50 MH S 171 $ 171 Page 23 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-34 Mott MacDonald I Luna Valley Solar Facility 28 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: AAugust Date: 419124 Client: Ckorway Renew Checked: /.Jackson Date: 4IW4 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Emended Costs Total Description Quantity Contractor Contractor Cost Mat'I Labor Egwp(Hrs) Mat'I Labor Lattice Boom Crane,20 Ton 2 Ea 1.50 MH 3.00 $ - $ MV Switch/Metering/Sta.Svc.Stand 3745.4 N 2 Ea $ 588 $ 588 Foreman 85.4529 Vh, 2 Ea 1.50 MH $ 256 $ 256 Iron Worker 53 7307S S/nr 2 Ea 1.50 MH $ 161 $ 161 Equipment Operator 56.8953 5/nr 2 Ea 1.50 MH $ 171 $ 171 Lattice Boom Crane,20 Ton 2 Ea 1.50 MH 3.00 5 . $ Breaker Platform w/Steps&Rail 369.3 p 5 Ea $ 1,471 $ 1,471 Foreman 85,4529 V/, 5 Ea 2.50 MH $ 642 $ 641 Iron Worker 53.73075 5Mr 5 Ea 1.50 MH $ 403 $ 403 Equipment Operator 56,8953 s/n, 5 Ea 1.50 MH $ 427 $ 427 Lattice Boom Crane,20 Ton 5 Ea 1.50 MH 7.50 $ - $ Static Mast-7S' 4443.8 R 2 Ea $ 3,369 $ 3,369 Foreman 85,4529 5/nr 2 Ea 5.55 MH 5 949 $ 949 Iron Worker(3) 53.73075 5/nr 2 Ea 16.65 MH 5 1,789 $ 1,789 Equipment Operator 56,8953 sin, 2 Ea 5.55 MH $ 632 $ 632 Lattice Boom Crane,20 Ton 2 Ea 5.55 MH 11.10 $ . $ Transformer Platform w/Rail 447.9# 2 Ea S 588 $ 588 Foreman 85.4529 S/n,1 2 Ea j 1.50 MH $ 256 $ 256 Iron Worker 53.73075 5/nr 2 Ea 2.50 MH $ 161 $ 261 Equipment Operator 56.8953 5ln, 2 Ea 1.50 MH 15 171 $ 171 Lattice Boom Crane,20 Ton 2 Ea 1.50 MH 3.00 $ . $ TOTAL SrRUCrURESI 39 $ $ 40,108 $ 40,108 FOUNDATIONS Transformer w/Oil Containment 28.5185 Cy 2 EA Equipment Operator 12) 113.7906 S/nr 3090 5F 0.0040 MH 5 - $ 1,402 $ 1,402 Page 24 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-35 Mott MacDonald I Luna Valley Solar Facility 29 Site Decommissioning Plan to Fresno County Project: Ina Valley Solar Computed: AAugust Data: 419124 Client: Ckarway Renew Checked: J.lockson Date: 09124 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN unit Costs Extended Costs Total Description Quantity Contractor Contract., Cost Mat'I Labor Equip(Hrs) Mat'I tabor Hyd.Ham mei,1 5 CY 3080 SF 0 0040 MH 12.12 $ - $ Hyd.Hammer,5000ft lb 3080 5E 0.0040 MH 12.32$ - S - $ Hyd.Excavator,0.75 CY 3080 SF 0.0040 MH 12.32 S - $ - $ Equipmcnt Operator 56A953$Mr 57 CY 00345 MH $ - $ 112 $ ) Doter,200 Hp 57 CY 0.0345 MH 2.97$ - $ - $ Laborer 37-87S1S 5lbr S7 CY 0.034S MH $ - $ 75 $ HV 1-Phase Instrument Transformer Stand 3.4 CY 9 EA foreman 85.4529$/nr 31 CY 1.0000 MH $ - $ 2,b15 $ 2,6:.: Laborer(4) 37.87S15$Ar 31 CY 4.0000 MH $ - $ 036 $ 4.6 6 Air Compressor 250CFM 31 CY 5.0000 MH 153.00$ &eskers.Pavement,601b 31 CY 5.D000 MH 253.00 501 Air Hoses,1.5" 31 CY 5.0000 MH 153.00$ Equipment Operator 56.8953 sthr 31 CY 0.0345 MH $ - $ 60 $ 60 Doter,200 HP 31 CY 0.0345 MH 1.06$ $ - $ Page 25 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-36 Mott MacDonald I Luna Valley Solar Facility 30 Site Decommissioning Plan to Fresno County Project: Luna Valky Solar Computed: P.August Data: 419124 Chent: Ovorwoy Renew Checked: J.Jackson Date: 419124 Revision: 9 Issue Date. 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Description Quantity Contractor Contractor Cost Marl tabor Equip(Hrs) Mat'] tabor Laborer 37 87515 sA, 31 ry 0 0345 MH 5 - S 40 $ 40 HV 3-Phase High Bus Support Per Leg 3.4 CY 24 Ea Foreman 85AS29 Vhr 82 C-Y 1 OCCO MH 5 $ 6,973 $ 6,973 Laborer(4) 37.87515 sMr 82 CY 4.o0cx7 MH $ - $ 12,362 $ 12,362 Air Compressor 250CFM 82 CY 5.0000 MH 408.00$ - $ - $ Breakers,Pavemem,6016 82 CY 5,0000 MH 408.00 $ 50'Air Hoses,1.5" 82 CY 5 0000 MH 408.00 5 Equipment Operator 56.8953 s7hr 82 CY 0.0345 MH $ - $ 160 $ 160 Dozer,200 HP 82 CY 0.0345 MH 2.82 S Laborer 37.87515 82 CY 0.0345 MH $ $ 107 $ 107 HV 3-Phase Low Bus Support Per Leg 2.6 CY is Ea Foreman 85.4529 57hr 39 CY 1.0000 MH S - $ 3,333 $ 3.333 Laborer(41 37.87515 SM, 39 CY 4.0000 MH $ - 5 5,909 $ 5,909 Air Compressor 250CFM 39 CY 5.0000 MH 195.00 5 Breakers,Pavement,601b 39 CY 5.0000 MH 195.00$ - $ - $ - Page 26 of 247 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-37 Mott MacDonald I Luna Valley Solar Facility 31 Site Decommissioning Plan to Fresno County Project: Luna Valks,Solar Computed: P.August Data: 419124 Chent: Oeofway Renew Checked: J.Jackson Dale: 419124 Revision: 9 Issue Date. 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Description Quantity Contractor Contractor Cost Mat'I Labor Equip(Hrs) Mat'] tabor 50 Au Hoses.1.5" 39 CY 5.0000 MH 195.00 Equipment Operator 56.8953 sAr 39 CY 0.0345 MH 5 $ 77 $ 77 Dozer,200 HP 39 CY 0.0345 MH 1.35 5 - $ - $ Laborer 37 14751 39 CY 00345 MH 5 - $ 51 $ 51 HV Low Switch Stand Per Leg 3.4 C r 4 Ea Foreman SSAS29$Jhr 14 CY 1,0000 MH 5 - $ 1,162 $ 1,162 Laborer(4) 37,87515 SA, 14 CY 4 0000 MH 5 $ 2,060 $ 2,060 Alf compressor 2sDErM 14 CY 5.0000 MH 68.00 S Breakers,Pavement,601b 14 CY 5.0000 MH 68.00 S 501 Air Hoses,1.5" 14 CY 5.0000 MH 68.00 5 $ $ Equipment Operator 56,8953 Vw 14 CY 0,0345 MH 5 - $ 27 $ 27 Dozer.2D0 HP 14 CY 0.0345 MH 0.47 5 - $ - $ - Laborer 37.87515$fir 14 CY 0.0345 MH 5 - $ 18 5 18 HV H-Frame Per Leg 29.3 CY 2 Ea Foreman 85AS29$Jhr 59 CY 1.0D00 MH $ - $ 5,008 $ 5,008 Page 27 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-38 Mott MacDonald I Luna Valley Solar Facility 32 Site Decommissioning Plan to Fresno County Project: Ina Valley Solar Computed: AAugust Date: 419124 Client: Ckorway Renew Checked: J.lockson Date: 09124 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN unit Costs Extended Costs Total Descr i pt,on Quantity Contractor Contract., Cost Mat'I tabor Equip(Hrs) Mat'I Cabo, Latxrt rr(4) 31 87515 S.nr 59 C/ 4 onCO MH S - $ 8,878 $ 9.979 Air Compressor 250CFM 59 CY 5.0000 MH 293.00 S 5 - $ Breakers,Pavement,601b S9 CY 5.0000 MH 293.00 $ - $ - $ 50'Air Hoses,1.5" 59 CY 50000 MH 293,00 $ Equipment Operator 56.8953$7nr 59 CY 0.0345 MH $ - $ 115 $ --.- Dozer,2Do HP 59 CY 0.0345 MH 2.02 S Laborer 37.37525$Mr 59 CY 00345 MH 5 - $ 77 $ 77 HV Circuit Breaker Pad 5.4 CY 2 Ea Foreman 85AS29 Vh, 583 5F 0.0458 MH $ - $ 2,282 $ 2,282 Laborer(41 37.87515 Vw 583 5F 0.1832 MH $ - $ 4,047 $ 4,047 Air Compressor 250CFM 583 SF 0.2290 MH 233,55$ Breakers,Pavement,601b 583 SF 0.2290 MH 133.55$ - $ 50'Air Hoses,1.5" 583 SF 0.2290 MH 133.55 Equipment Operator 56.89S3$A, 10.8 CY 00345 MH $ $ 21 S 21 Page 28 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-39 Mott MacDonald I Luna Valley Solar Facility 33 Site Decommissioning Plan to Fresno County Project: Luna Valky Solar Computed: P.August Data: 419124 Chent: peorwoy Renew picked: J.Jackson Date: 419124 Revision: 9 Issue Date. 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Description Quantity Contractor Contractor Cost Marl tabor Equip(Hrs) Mat'] labor Doter,200 Hp 10.8 CY 0 0345 MH 0.17 $ Laborer 37-87S15$Jhr 10.8 CY 0.0345 MH $ 5 14 S 14 MV High Bus Support/Double Feeder Riser 3.4 CY 15 Ea Foreman 85.4529 Vh, 51 CY 1.00(x)MH $ - $ 4,358 $ 4,358 Laborer(4) 37.87S1S$A, S1 CY 4.0000 MH 5 - $ 7,727 $ 7,727 Air Compressor 250CFM 51 CY 5,0000 MH 255.00 Breakers,Pavement,601b 51 CY 5 0000 MH 255.00$ 59 Air Hoses,1.5" 51 CY 5.0000 MH 255.00$ - $ - $ Equipment Operator 56.8953$/hr 51 CY 0.0345 MH $ - $ 100 $ 100 Dozer,200 HP 51 CY 0.0345 MH 1.76$ $ $ Laborer 37-87SI5 9/hr 51 CY 0.0345 MH $ - $ 67 $ 67 MV Switch/Metering/Sta.Svc.Stand Per Leg 4 CY 4 Ea Foreman 85AS29 Vh, 16 CY 1.0000 MH $ - 5 1,367 $ 1,367 Laborer(4) 37.87515 Wh, 16 CY 4.0000 MH $ - $ 7,424 $ 2,424 Air Compressor 250CFM 16 CV 5.0000 MH $0.00$ Page 29 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-40 Mott MacDonald I Luna Valley Solar Facility 34 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: AAugust Date: 419124 Client: Ckorway Renew Checked: J.lockson Date: 09124 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN unit Costs Extended Costs Total Descr ,i pt'on Quantlty Contractor Contractc r cost Mart Labor Equip(Hrs) Mat'I Labor Weak—,P.3vernent,6011, 16 CY 5.0000 MH A0.00 $ - $ - $ - 501 Air Hoses,1.5" 16 CY 5.0000 MH 80.00$ 5 5 Equipment Operator 56.8953$A, 16 CY 0.0345 MH $ - $ 31 $ 31 Dozer,2D0 HP 16 CY 0 0345 MH 0,55 5 - $ - $ - Laborer 17.87515 SMr 16 CY 0.0345 MH $ - $ 21 5 21 MV 3Ph Capacitor Bank-Open Frame Pad 8.3 CY 2 Ea Foreman 8SA529 Wh, 17 CY 1.0000 MH $ 1,41q $ 1,41q Laborer(4) 37.87515 S/nr 17 CY 4.0000 MH $ - 2,515 5 2.513 Air Compressor 250CFM 17 CY 5.0000 MH 83.00 S - $ - 5 Breakers,Pavement,601b 17 CY 5.0000 MH 83.00 $ - $ $ 5V Ali Hoses,1.5" 17 CY 5.0000 MH 83.00 $ Equipment Operator 56.8953 Nxr 17 CY 0.0345 MH $ - $ 3.i $ 33 Dozer,200 HP 17 CY 0.0345 MH 0.57 5 Laborer 37.87515$A, 17 CY 0.034S MH 5 $ 22 $ 22 MV Circuit Breaker Pad 2.4 CY S Ea Page 30 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-41 Mott MacDonald I Luna Valley Solar Facility 35 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: AAugust Date: 419124 Client: Ckarway Renew Checked: J.lockson Date: 09124 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Descript,on Quantlty Contractor Contract., Cost Mat'I tabor Equip(Hrs) Mat'I Cabo, Foreman 854529 5.,, 648 SF 00458 MH $ - $ 2,536 $ 2,536 Laborer(4) 37-87515$/nr 6118 SF 0.1832 MH $ $ 4.496 $ 4,496 Air Compressor 250CFM 648 5F 0.2290 MH 148.39 $ &eakers,Pavement,601b 649 5F 0 Z290 MH 148.39$ 50'Air Hoses,1.5" 648 SF 0.2290 MH 148.39$ Equipment Operator 56.8953 Slur 12.0 CY 0.034S MH $ - $ 24 $ 4 Doter,200 HP 12.0 CY 0.0345 MH 0.41$ Laborer 37.87SI5 sfi, 12.0 CY 0,0345 MH $ $ lc, $ �_ 14'x38'Control Buildling 1145 Cy 1 Ea Foreman 8S.4529$in, 640 SF 0.0458 MH $ - $ 2,505 Laborer(4) 37,87515 SA, 640 5F 0,1812 MH $ $ 4,441 $ 4.441 Air Compressor 250CFM 640 SF 0.2290 MH 146.56$ Breakers,Pavement,601b 640 SF 0.2290 MH 146.56$ 50 Air Hoses,IS" 640 SF 0 2290 MH 146.56$ $ $ Page 31 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-42 Mott MacDonald I Luna Valley Solar Facility 36 Site Decommissioning Plan to Fresno County Project: Luna Valley Solar Computed: P.August Date: 419124 Client: Cleorway Renew Checked: J.Jackson Date: 4A9 24 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended CosU Total Descr i pbon Quantity Contractor Contractor cost Mat'I Labor Equip(Hrs) MaVl Labor Equip.-I Oprrnl, 56.8953',i nr 11.9 Cy 00345 MH 5 - $ 23 $ 23 Dozer,200 HP 11.9 CY 0.0345 MH 0.41 5 - $ $ - Laborer 37-87515 SA, 11.9 CY 0.0345 MH 5 - $ 15 $ 15 TOTAL FOUNDATIONS $ - $ 95,757 $ 95,757 CONDOR&CABLE Conduit w/Cable 4660.00 LF Equipment Operator 5690 Sim 46W.OD LF 0.02 MH $ 4,507 $ 4,507 Uborer(2) 75.75$.,,, 46W.00 LF 0.02 MH $ 6,001 $ 6,001 Backhoe Loader,48HP 4660.00 LF 0.02 MH 79.22 $ . $ TOTAL CABLE&CONDUIT $ $ WINS $ 10,508 SITE WORK&GROUNDING Fencing(induding gates) 1166 It Equipment Operates 56A953 1,166 LF 0.03 MH $ - $ 1,990 S 11990 Laborer(2) 75.75029 1,166 LF 0.03 MH $ - $ 2,650 S 2,650 Backhoe Loader,48HP 1,166 LF 0 03 MH 34.98$ Fence Gates 2 EA $ - $ - S Equipment Operator 56.8953 2 EA 1-20 MH $ - $ 137 5 137 Laborer(2) 75.75029 2 EA 1-20 MH $ - $ 282 S 192 Backhoe Loader,48HP 2 EA 1.20 MH 2.40 Ground Grid-Direct Burled Cable 6761 LF $ Equipment Operator S6.90$/hr 6760.9D LF 0.02 MH $ 6,539 $ 6,539 Laborer(2) 7515 S/hr 6760.80 LF 002 MH $ 8,706 $ 8,706 Backhoe Loader,48HP 6760.90 LF 0-02 MH 114.93 $ - $ - Removal of Gravel Surfacing(270'x 313') 1,565 ly $ - Lqulpment Operates $6.8953 S7hr 94,510 SF 0.00025 MH $ - $ 1202, $ 1,202 Page 32 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-43 Mott MacDonald I Luna Valley Solar Facility 37 Site Decommissioning Plan to Fresno County Project: tuna Valley Solar Computed: AAugust Date: 419124 Client: Ckarway Renew Checked: J.lockson Date: 419124 Revision: 9 Issue Date: 4110124 SUBSTATION COST BREAKDOWN Unit Costs Extended Costs Total Descrlpt,on Quantity Contractor Contract., Cost Mart labor Equip(Hrs) Mat'I Labor Laborer 37.87515 94,510 5F 0.00025 MH 5 Is 800 $ R00 Ba.khoe loader,48HP 84.510 SF 6.0W50 MH 42.26$ -Is - $ - TOTAL SITE WORK&GROUNDING is 22,206 IS 22,206 CONTROL HOUSE&RELAYING Prefabricated Contro4 Building114'x38'xl2' 1 ea 5 - Foreman 85.4529 sA, 6384 CF 0.0008 MH 5 4D9 5 409 Laborer(2) 75J 5rh, 6384 CIF 0.0015 MH 5 725 5 725 Equipment Operator 56,90 v" 6384 CIF 0.0DD8 MH $ 272 $ 272 Crawler loader,3CY 6384 CIF 0,00D8 MH 4.79 $ - $ - Ughting,Relay,and Control Panels 57.0924$,,h, 33 EA 3,0770 MH 5 5,797 5 5,797 TOTAL CONTROL HOUSE&RELAYING $ $ 7,204 $ 7,204 TOTAL l50.001/Wp) $ $ 259,282 IS 260,419 Page 33 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-44 Mott MacDonald I Luna Valley Solar Facility 38 Site Decommissioning Plan to Fresno County F. Detailed Opinion of Probable Cost - Transmission Project_ Lum Votky SNor Computed: ➢.August Dale. 419124 Client: Qamwop Rrnew Checked: 1.lackwn Date: 419124 Rens,9n: 9 Itsue Date: 4110124 OVERHEAD TRANSMISSION COST BREAKDOWN Unit Costs Extended Casts Total Description Quantity [nnu- Contractor Cost Mel'I I Lebo, Equip(H,sl I Met'I Labor STRUCTURES Tangent structure-single circuit-steel pole HV line 11200 N 7.0 ea S Foreman 85.4529 se. 11 TON 1.0457 MH $ 992 5 992 Laborer(41 151.501 se, 11 TON 4.1829 MH $ 7,034 5 7,034 Equipment Operator(2) 113-791 snr 11 TON 2.0915 MH $ 2,642 S 2,642 Laborer(41 151.501 51w 11 TON 4.1829 MH 5 7,034 5 7,034 Crew Truck 1M 11 TON 2.0915 MH 23.22 5 Flatbed Truck,200M GW SAa 11 TON 2.091S MH 23.22 5 Pickup Truck,3/4 ton sn. 11 TON 2.0915 MH 23.22 $ Hyd.Crane,55 Ton Sn. 11 TON 2 0915 MH 23 22 $ Hyd.Crane,12 Ton s4. 11 TON 2 0915 MH 23.22 $ Earth Asi er,Truck-Mtd A11 11 TON 2.0915 MH 23.22 S Tractor w/Winch sn, 11 TON 2.0915 MH 23.22 5 Tangentstructure-double circuit-steel pole HVline 18600 N 1.0 ea S Foreman 85-4529 s- 9 TON 1.0457 MH $ 831 S $31 Laborer(4) 151.501 sea 9 TON 4.1929 MH $ 5,894 $ 5,994 Equipment Operator 2 113.791 sax 9 TON 2.0915 MH $ 2,213 $ 2,213 Laborer J41 151.501 w 9 TON 4.1829 MH $ 5,894 $ 5,894 Crew Truck w 9 TON 2.0915 MH 19.45 S Flatbed Truck,20000 GIN IN 9 TON 2.091S MH 19,451 5 Pickup Truck,3/4 ton fuw 9 TON 2.0915 MH 19 4S $ Hyd.Crane,55 Ton w 9 TON 2 0915 MH 19.45 $ Hyd.Crane,12 Ton Mir 9 TON 2.0915 MH 19.45 5 Earth Auger,Truck-Mtd s* 9 TON 2.0915 MH 19.45 5 Tractor w/Winch s1w 9 TON 2.091S MH 19.49 5 Small angle structure-single circuit-steel pole HVline 19300 N 1.0 ea $ Foreman 95.4529 s- 9 TON 1.04S7 MH $ 818 $ 918 Laborer(41 151.501 w 9 TON 4.1829 MH $ 5,798 $ 5,798 Equipment crator(2) 113.791 W 9 TON 2.0915 MH $ 2,178 5 2,178 Laborer 41 151.501 s11, 9 TON 4.1829 MH $ 5,798 5 5,798 Crew Truck so. 9 TON 2.0915 MH 19.14 $ Flatbed Truck,20000 GW s4. 9 TON 2.0915 MH 19.14 $ Pickup Truck,3/4 ton 51w 9 TON 2.0915 MH 19.14 $ Hyd.Crane,55 Ton w 9 TON 2.0915 MH 19.14 $ H .Crane,12 Ma 9 TON 2.0915 MH 19.14 5 Earth Auger,Tr Ton uck-Mtd s4v 9 TON 2.0915 MH 19.14 S Page 34 of 147 504100529-002 102 17 April 2024 Luna Valley Project Reclamation Agreement A-45 Mott MacDonald I Luna Valley Solar Facility 39 Site Decommissioning Plan to Fresno County Pmlect Luna v.U'y 5.1., Computed: P.August 0- 419124 Client- Ck•.-y Rrnew Checked.- J.Jackson Date: 419124 q-- 9 Issue Dat, 4110124 OVERHEAD TRANSMISSION COST BREAKDOWN Un.t Costs 1.tended Costs Total Jes.npuon Quantity Cantoatw Comractor Cost M4t'I teb.. Fquplh"J M.tl'I leuur Tractor w/Winn 9 TON 2.0915 MH 19.14 5 Deadend structure-aingle arcun-steel pole HVbne 22200 a 1.0 ea 5 - Foreman 85.4529 SAr 11 TON 10457 MH $ 992 $ 992 Laborer J41 151.501 wIS TON 4 1829 MH $ 7,034 $ 7,034 Equipment erator 2 113.791 S4e 11 TON 2.0915 MH $ 2,642 $ 2,642 laborer 4 151.501 51- 11 TON 4.1829 MH 5 7,034 5 7,034 Crew Truck SAr Il TON 2.0915 MH 23.22 $ Flatbed Truck,20000 GW S4. 11 TON 2.0915 MH 23.22 $ Pickup Truck,3/4 ton w 11 TON 2 0915 MH 23.22. 5 Hyd.Crane,55 Ton S4v 11 TON 2 0915 MH 23.22 $ Hyd.Crane,12 Ton SAr 11 TON 2.0915 MH 23.22 $ Earth Auger,Truck-Mtd S.mr 11 TON 2.0915 MH 23.22 $ Tractor w/Winch S4. 11 TON 2.0915 MH 23.22 5 Deadend structure-double circuit-Steel pole HVline 27400 a 1.0 to $ Foreman $5.4529 SA. 14 TON 1.0457 MH $ 1,224 $ 1,224 Laborer 4 151.501 S4e 14 TON 4.1829 MH $ 8,682 $ 8,682 Equipment erator 2 113.791 Seer 14 TON 2.0915 MH $ 3,260 5 3,260 laborer J41 151.501 Sin, 14 TON 4.1829 MH $ 8,682 $ 8,692 Crew Truck w 14 TON 2.0915 MH 2865 $ Flatbed Truck,20000 GIN S4e 14 TON 2 0915 MH 28.65 $ Pickup Truck,3/4 ton w 14 TON 2.0915 MH 28.65 5 Hyd.Crane SS Ton S'w 14 TON 2.0915 MH 29.65 $ Hyd.Crane,12 Ton Snr 14 TON 2.0915 MH 28.65 $ Earth Auger,Truck-Mtd s1w 14 TON 7.0915 MH 2865 $ Tractor w/Winch S4. 14 TON 2 0915 MH 28.65 S TOTAL STRUCTURES 6 S - $ $6,676 $ $6,676 FOUNDATIONS Deadend structure-single orcult-steel pole HVkne 29 CY 1.0 ea $ Foreman R5.4529 s. 29 CY t.OD00 MH $ $ 2.478 $ 2.478 laborer l41 37.87515 S4e 29 CY 4.0000 MH $ - $ 4.394 $ 4.394 Page 35 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-46 Mott MacDonald I Luna Valley Solar Facility 40 Site Decommissioning Plan to Fresno County pmlecL Luna Vafky sok, Computed: P.Auqust Date 419124 Client Ckarwny Renew Checked: 1.1-kson Me, 419124 Revi40n: 9 issue Date: 4110124 OVERHEAD TRANSMISSION COST BREAKDOWN Unit Costs Emended Costs Total ues:ript- Quantity Cnntoator Contractor Cast rvtal'I I Lebo, Fquip(Hrsl Ma:'. Lauur Aa Cumpressur 250CFM )9 Cl' 5.OD:A MH 145.00$ 5 - $ Breakers,pavement,601b 29 Cl' S'Umj bIH 145.00 5 - 5 - 5 50'Air Hosea.1.5" )4(V MH IA,.00$ 5 S Fqu,pmcnt operator 56 R9;;c. )4 i 0.0345 MH $ 5 57 5 Doter,200 Hp 29 CY 0.0345 MH 1.00$ - 5 - $ laborer 3767515 r. 29 CY 0.0345 MH $ - $ 38 $ 36 Deadend structure—double circuit—steel pole HV line 46 CY 1.0 ea $ Foreman 854529>.r. 46 CY 1.00701.I4 5 S 3,331 5 3,931 Laborer(41 37.97515 S*. 46 CY 4.0000 MH $ $ 6,169 Air Compressor 2SOCFM 46 CY 5,ODD0 MH 230.00 S 5 Breakers,pavement,601b 46 CY 5.0000 MH 230.00$ Page 36 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-47 Mott MacDonald I Luna Valley Solar Facility 41 Site Decommissioning Plan to Fresno County pm,ect Lunn Votary 5.1., Computed: V.August 0— 419124 Client- C7eansoy Rrnew Checked.- J.Jackson Date: 419124 llav 9 Issue Dat, 4110124 OVERHEAD TRANSMISSION COST BREAKDOWN Una Costs E.tended Costs Total Ws.npuon Quantity Contr. Comracm. Cost lvlat'I Lab.. Enuip lHr:I MaI'I hour 50'&,Hine',1.5, 4C C1' 5.0D00 MH 230,00$ - $ EW,pment Operator 56 5953 t. 4C C1' 0.0345 MH $ - $ 90 $ 90 D.",r 00Hp 46 C1 0.0345 MH Laborer 37 87515 l*. •16 CY 0.0345 MH $ - $ 60 $ 60 TOTAL FOUNDATIONS S - $ 18A17 $ 18A17 EQUIPMENT HV Tangent Hardware 1000 a 4 ea Forerrlan 95,4529 W 4 ea 1 MR $ 285 5 285 Labo er(5) 189.376 SW 4 ea 4 MH $ 3,156 5 3,156 Crew Truck sn. 4 ea 5 MH zD.DD 5 HV Angle Hardware 2000 N 1 ea S Foreman 85.4529 5,1 1 ea I 1 MH S 71 5 71 Labwer(5) 109.376 sa. I C. 4MH $ 789 5 789 Crew Truck $,Ar 1 ea 5 MH 5.00 $ HV In-line Deadend Hardware 3000 N 3 ea S Foreman 85.4579'-s 3 r. 1 MH $ 214 $ 214 Page 37 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-48 Mott MacDonald I Luna Valley Solar Facility 42 Site Decommissioning Plan to Fresno County Prnlect Luau v.0 Y 5a4u Computed: P.August Date 419124 Client- Ck-.-y Rrnew Checked.- J.Jackson Date: 419124 11-- 9 Issue Dat, 4110124 OVERHEAD TRANSMISSION COST BREAKDOWN Unit Costs E.tended Costs Total LNs:ripuon Quantity C-1-1d Comractn, Cost NI't'I tabu. EquiplH,:I MJI'I Lehur Laborer(5) 189.37b As• 3 ea 4 MH $ 2,367 $ 2,3bI Crew Truck Sa. 3 ea 5 MH 15 flu S 1272 kcmll"Bittern' 1.434 p/Fl 11730 FT $ - Foreman 95,4529 W 0 32 MI 5 4545 MH $ ISO $ 150 Laborer JSJ 189,376 Smr 0 32 MI 21.8182 MH $ 1,330 $ 1,330 Equipment erator 2 113-791 Sw 0.32 Mi 10.9091 MH $ 400 5 400 laborer(4) 151.501 sw 032 MI 21.9182 MH $ 1,064 $ 1,064 Clew Truck H1e 0.32 MI 10.9091 MH 3.51 $ Flatbed Truck,20000 GW S4r 032 MI 10 9091 MH 3.51 $ Pickup Truck,3/4 ton V. 032 MI 10.9091 MH 3.51 $ H .Crane,55 Ton Slur 032 MI 10.9091 MH 3.51 $ Hyd.Crane,12 Ton $MJ.32 MI 10.9091 MH 3.51 $ Earth Au er,Truck-Mid 51* MI 10.9091 MH 3.51 S Tractor w/Winch Sae2 MI 10.9091 MH 3.51 S OPGW 0.547 11/Ft FT S Foreman 85.4529 S4e MI 5.4545 MH $ ISO $ 150 laborer 51 189.376 Snv MI 21.8182 MH $ 1,330 S 1,330 Equipment Operator(2) 113.791 S4• MI 10.9091 MH $ 400 S 000 laborer(4) 151-501 Saar MI 21.8182 MH $ 1,064 $ 1,064 Crew Truck Sae2 MI 109091 MH 3.51Flatbed Truck,20000 GW SM MI 10.9091 MH 3.51Picku Truck 3/4 ton Smi2 MI 1069091 MH 3.51Hyd.bane,55 Ton Sm, 2 MI 10.9091 MH 3.51Hyd.Crane,17 Ton S4e2 MI lo.9091 MH 3.51Earth A er,Truck Mld w2 MI 10.9091 MH 3.51Tractor w/Winch sM2 MI 10.9091 MH 3.51 $ TOTAL EQUIPMENT S $ 12,771 S -771 TOTAL $ - $ 1AIi 174 $ 317,464 Page 38 of 147 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-49 Mott MacDonald I Luna Valley Solar Facility 43 Site Decommissioning Plan to Fresno County G. Detailed Opinion of Probable Cost - Offsite Disposal project: Luna valley Solar Computed: P.4r.9a,t Date: 419124 Chem: Clearway Renew Checked: J.Jackson Date: 419124 Revision: 9 Issue Date- 4110124 OFFSITE DISPOSAL COSTS Trip Duration Total Duration 0ezcn von Truck i Quantity Units/Trl Re'd R Tries Destination Mlles er Td Imins Dii z PV Modules Flat bed 440,334 LS 1,200 0 PV Module Recycling 2.320 2,700 0 PV Inverters Hat bed 52 LS 2 16 Co-mingled Recycling 20 SO 3 ESS Inverters Flat bed 208 LS 2 104 Co-mingled Recycling 20 50 11 ESS Containers Flat bed 135 LS 2 68 Metal Recycling 28 66 IO Racking Frame Dump truck 17,012.744 Lbs 14,000 1.216 Metal Recycling 28 66 169 Racking post Dump truck 6,296.648 Lbs 14,000 450 Metal Recychng 28 66 62 Tracking Motors Dump truck 317.034 Lbs 14.000 23 Co-mingled Recycling 20 50 3 Tracking Motors-Used Oil IHarardous Material) Vacuum Truck 5,871 Mot 3,000 2 Used Oil Recydmp SO 110 1 LV Wire Dump truck 510,712 Lbs 14,DOD 37 Metal Recychng 28 66 6 MV Wire Dump truck 658,572 Lbs 14.000 48 Metal Recycling 28 66 7 Chain Fence{PV and interconnection) Dump truck t,221,013 Lbs 14,000 88 Metal Recycling 28 66 13 interconnection steel structures Flat bed 226.315 Lbs 48,000 5 Metal Recycling 28 66 1 Interconnection Power&Instrumernt Transform— Flat bed 3214859 I bs 48,0D0 7 Co-mingled Recycling 70 50 1 Interconnection Disconnect Switches 11&3-Phase) Flat bed 25,092 Lbs 48,000 1 General Waste 20 50 1 Interconnection Primary Conductor Dump truck 23.849 Lbs 14.000 2 Metal Recycling 28 66 1 Pre Fab Control Building Flat bed 34.500 Lbs 48.000 1 Metal Recycling 28 66 1 Control Panrh Dump truck 2.000 Lbs 14.000 1 Co mingled Recycling 20 50 1 Electronic Controls Dump truck 803 Lbs 14,000 I Co-mingled Recycling 20 50 1 Concrete foundations Dump truck 4,213,395 Lbs 14,000 301 Concrete Recycling 28 66 42 Gravel Dump truck 2.306 CY 15 154 Concrete Recycling 28 66 22 Breakers,Insulators Dump truck 15,007 Ibis 14.000 2 General Waste 20 50 1 Hole'The To410.a—dry,bled here are s.m,med within li C.$,Meehan P,po,or no epoly the revel con per dry tee each—k type.Pere ree,—d W Ni inah,xd I,lac S0eAh(VCLF m,h Page 39 of 247 504100529-002 102 17 1 April 2024 Luna Valley Project Reclamation Agreement A-50 mottmac.com Luna Valley Project Reclamation Agreement A-51 1 EXHIBIT B. 2 Map of 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 104867\17656589v1 Luna Valley Project Reclamation Agreement B-1 2 LLI Luna Valley Project Reclamation Agreement B-2 1 EXHIBIT B-1 2 Legal Descriptions of the Property 3 4 Real property in the unincorporated area of the County of Fresno, State of California, described as follows: 5 PARCEL 1:NEW APN: 028-060-77, formerly APNS: 028-060-34,028-060-69,028-060-70,028-060- 6 71, 028-060-72 7 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER VM 2107 RECORDED MARCH 10, 2022 AS INSTRUMENT NO. 2022-0032086 OF OFFICIAL 8 RECORDS, BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: 9 THAT PORTION OF SECTIONS 23 AND 24, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, 10 DESCRIBED AS FOLLOWS: 11 COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 24; THENCE NORTH 88' 59' 18"WEST,ALONG THE SOUTH LINE OF SAID SECTION 24,A DISTANCE OF 101.38 FEET; 12 THENCE NORTH 1 ° 00' 42" EAST, PERPENDICULAR TO SAID SOUTH LINE, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; 13 THENCE 1)NORTH 88° 59' 18"WEST,ALONG A LINE THAT IS PARALLEL WITH AND 50.00 14 FEET NORTH OF SAID SOUTH LINE, A DISTANCE OF 5189.98 FEET TO A POINT ON THE EAST LINE OF SECTION 23 OF SAID TOWNSHIP AND RANGE; 15 THENCE 2)NORTH 88° 49' 56"WEST,ALONG A LINE THAT IS PARALLEL WITH AND 50.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23, 16 A DISTANCE OF 2647.46 FEET TO A POINT ON THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE 3)NORTH 00' 55' 41"EAST,ALONG SAID WEST LINE,A DISTANCE OF 17 2599.19 FEET TO THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE 4) SOUTH 88° 50' 26" EAST, ALONG THE NORTH LINE OF SAID SOUTHEAST 18 QUARTER, A DISTANCE OF 2647.77 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 24; 19 THENCE 5) NORTH 00° 56' 05" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 1324.79 FEET TO THE NORTHWEST CORNER OF THE SOUTH 20 HALF OF SAID NORTHWEST QUARTER; THENCE 6) SOUTH 89° 02' 46"EAST,ALONG THE NORTH LINE OF SAID SOUTH HALF AND 21 THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 24, A DISTANCE OF 5302.45 FEET TO THE NORTHWEST CORNER OF THAT CERTAIN 22 PARCEL GRANTED TO THE STATE OF CALIFORNIA IN GRANT DEED RECORDED AUGUST 14, 1958 IN BOOK 4101, PAGE 225 OF OFFICIAL RECORDS FRESNO COUNTY; 23 THENCE 7) SOUTH 1- 3 V 38" WEST, ALONG THE WEST LINE OF SAID PARCEL, BEING PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID NORTHEAST 24 QUARTER, A DISTANCE OF 1285.95 FEET; THENCE 8) SOUTH 61° 31' 26"WEST, CONTINUING ALONG THE WESTERLY LINE OF SAID 25 PARCEL, A DISTANCE OF 82.72 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 24; 26 THENCE 9) SOUTH 58° 28' 10" EAST, ALONG THE WESTERLY LINE OF THAT CERTAIN PARCEL GRANTED TO THE STATE OF CALIFORNIA IN GRANT DEED RECORDED AUGUST 27 4, 1958 IN BOOK 4097, PAGE 387 OF OFFICIAL RECORDS FRESNO COUNTY, A DISTANCE OF 82. 72 FEET; 28 104867\17656589v1 Luna Valley Project Reclamation Agreement B-1-1 1 THENCE 10) SOUTH 1° 31' 38" WEST, ALONG THE WEST LINE OF LAST SAID PARCEL GRANTED TO THE STATE OF CALIFORNIA, BEING PARALLEL WITH AND 30.00 FEET 2 WEST OF THE EAST LINE OF THE SOUTHEAST QUARTER, A DISTANCE OF 2489.44 FEET; THENCE 11) SOUTH 46° 18' 12" WEST, A DISTANCE OF 101.98 FEET TO THE TRUE POINT 3 OF BEGINNING. 4 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS 5 RESERVED BY MAYO RYAN AND KARLENE K. RYAN BY DEED RECORDED OCTOBER 05, 1976 IN BOOK 6669, PAGE 719 OF OFFICIAL RECORDS, DOCUMENT NO. 88436. 6 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, 7 MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY MICHAEL J. RYAN, JR., AND BETTE JODELL RYAN, BY DEED RECORDED 8 OCTOBER 05, 1976 IN BOOK 6669, PAGE 768 OF OFFICIAL RECORDS, DOCUMENT NO. 88459, AND RE-RECORDED APRIL 06, 1979 IN BOOK 7256, PAGE 853 OF OFFICIAL 9 RECORDS, DOCUMENT NO. 40065. 10 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS 11 RESERVED BY GREGORY RYAN AND PERNINA RYAN, BY DEED RECORDED OCTOBER 05, 1976 IN BOOK 6669, PAGE 777 OF OFFICIAL RECORDS, DOCUMENT NO. 88462. 12 ALSO EXCEPTING THEREFROM ALL REMAINING OIL, GAS, MINERALS AND OTHER 13 HYDROCARBON SUBSTANCES,AS RESERVED BY DOROTHY JUNE APPLEBEE, MICHAEL J. RYAN,MAYO RYAN AND GREGORY RYAN IN THE DEED RECORDED APRIL 02, 1984,AS 14 DOCUMENT NO. 84031515, OFFICIAL RECORDS. 15 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/8TH INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, 16 TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING, DRILLING FOR, AND PRODUCING 17 OIL, GAS AND/OR OTHER HYDROCARBONS THEREFROM, AS RESERVED IN DEED FROM JANE REA MYERS ELIASON,ALSO KNOWN AS JANE REA ELIASON,WHO DECLARES THIS 18 TO BE HER SOLE AND SEPARATE PROPERTY, TO M. J. RYAN AND ROSAMOND ALICE RYAN,HIS WIFE,DATED MARCH 24, 1952,RECORDED NOVEMBER 21, 1952 IN BOOK 3233, 19 PAGE 332 OF OFFICIAL RECORDS, DOCUMENT NO. 59761. 20 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/8TH INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, 21 TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING, DRILLING FOR, AND PRODUCING 22 OIL, GAS AND/OR OTHER HYDROCARBONS THEREFROM, AS RESERVED IN THE DEED FROM R. V. COBB AND RUTH E. COBB, HUSBAND AND WIFE, AND EMERY LEE COBB 23 AND JOSEPHINE COBB, HUSBAND AND WIFE, TO M. J. RYAN AND ROSAMOND ALICE RYAN, HIS WIFE, DATED MAY 29, 1952 IN BOOK 3233, PAGE 334 OF OFFICIAL RECORDS. 24 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL 25 OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT TO ENTER UPON SAID LAND FOR THE PURPOSE OF 26 EXPLORING FOR, DRILLING FOR PRODUCING AND STORING UPON AND REMOVING SAID OIL, GAS AND OTHER HYDROCARBON SUBSTANCES THEREFROM, AS RESERVED 27 BY PHOEBE S. DANIELS, IN DEED RECORDED SEPTEMBER 29, 1964, AS DOCUMENT NO. 74754, OFFICIAL RECORDS. 28 104867\17656589v1 B-1-2 1 ALSO EXCEPTING THEREFROM ALL REMAINING OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES,AS RESERVED BY MICHAEL J.RYAN AND BETTE JODELL 2 RYAN IN THE DEED RECORDED JANUARY 07, 1983, AS DOCUMENT NO. 83001537, OFFICIAL RECORDS. 3 ALSO EXCEPTING THEREFROM ALL INTEREST IN OIL, GAS, PETROLEUM, PETROLEUM 4 PRODUCTS, HYDROCARBON SUBSTANCES AND ANY OTHER MINERALS IN, UPON OR UNDER SAID PREMISES, OR HEREAFTER DISCOVERED IN, UPON OR UNDER THE SAME, 5 TOGETHER WITH THE RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF BORING OIL AND GAS WELLS AND EXTRACTING FROM SAID PREMISES OIL, GAS, 6 PETROLEUM, PETROLEUM PRODUCTS, AND OTHER HYDROCARBONS SUBSTANCES AND FOR THE PURPOSE OF EXTRACTING ANY OTHER MINERALS THEREIN,THEREUPON 7 OR THEREUNDER,TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO AND FROM SAID WELLS, AND THE RIGHT TO CONSTRUCT NECESSARY BUILDING, TANKS, ROADS, 8 POWER LINES AND OTHER STRUCTURES FOR THE PURPOSE OF USING AND OPERATING SAID WELLS AND TAKING CARE OF SAID OIL, GAS, PETROLEUM, PETROLEUM 9 PRODUCTS AND HYDROCARBONS SUBSTANCES AND ANY OTHER MINERALS AND ALL THE RIGHTS INCIDENTAL AND NECESSARY TO THE EXERCISE OF THE RIGHTS, AS 10 RESERVED IN THE DEED FROM ELIZABETH C. MCCOY,A WIDOW, TO MICHAEL J. RYAN, ET UX, DATED MAY 28, 1956, RECORDED JULY 03, 1956, AS DOCUMENT NO. 47843, 11 OFFICIAL RECORDS. 12 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS 13 RESERVED BY FRANK MAYO RYAN AND KARLENE K. RYAN, IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88436 IN BOOK 6669, PAGE 719 OF OFFICIAL 14 RECORDS. 15 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS 16 RESERVED BY MICHAEL J. RYAN, JR. AND BETTE JODELL RYAN, IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88459 IN BOOK 6669, PAGE 768 OF OFFICIAL 17 RECORDS. 18 ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS 19 RESERVED BY GREGORY RYAN AND PERNINA RYAN, IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88462 IN BOOK 6669, PAGE 777 OF OFFICIAL RECORDS. 20 ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS,OIL,GAS AND 21 OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE SURFACE, WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY OR 22 ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED 23 RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. 24 PARCEL 2:NEW APN: 028-100-84 formerly APNS: 028-101-29, 028-101-58, 028-101-65, 028-101- 74, 028-101-72 25 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER 26 VM 2108 RECORDED FEBRUARY 16,2022 AS INSTRUMENT NO. 2022-0021057 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: 27 28 104867\17656589v1 B-1-3 1 THAT PORTION OF SECTION 25, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN,IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA,DESCRIBED 2 AS FOLLOWS: 3 COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE NORTH 88' 59' 18"WEST,ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 4 25, A DISTANCE OF 101.90 FEET; THENCE SOUTH 1' 00' 42" WEST, PERPENDICULAR TO SAID NORTH LINE, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; 5 THENCE 1) SOUTH 43° 41' 40" EAST, A DISTANCE OF 101.28 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID NORTHEAST 6 QUARTER; THENCE 2) SOUTH 1° 18' 55"WEST,ALONG SAID PARALLEL LINE,A DISTANCE OF 2490.36 7 FEET; THENCE 3) SOUTH 61° 19' 02" WEST, A DISTANCE OF 82.72 FEET TO A POINT ON THE 8 NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE 4) SOUTH 58° 41' 12" EAST, A DISTANCE OF 82.72 FEET TO A POINT ON A LINE 9 THAT IS PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID SOUTHEAST QUARTER, 10 THENCE 5) SOUTH 1- 18' 55"WEST, ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 1285. 02 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH HALF OF THE SOUTHEAST 11 QUARTER OF SAID SECTION 25; THENCE 6) NORTH 88° 54' 43" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 2602.55 12 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 25; 13 THENCE 7) NORTH 1° 07' 36" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 1325.52 FEET TO THE SOUTHEAST CORNER OF THE 14 NORTHWEST QUARTER OF SAID SECTION 25; THENCE 8) NORTH 88° 56' 15" WEST, ALONG THE SOUTH LINE OF THE NORTHWEST 15 QUARTER OF SAID SECTION 25, A DISTANCE OF 2636.91 FEET TO THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER; 16 THENCE 9) NORTH 00° 56' 16" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 2150.90 FEET; 17 THENCE 10) SOUTH 88° 59' 18" EAST, A DISTANCE OF 350.00 FEET; THENCE 11)NORTH 00° 56' 16"EAST,A DISTANCE OF 447.80 FEET TO A POINT ON A LINE 18 THAT IS PARALLEL WITH AND 50.00 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 25, BEING THE SOUTH RIGHT OF WAY LINE OF MANNING AVENUE; 19 THENCEI2) SOUTH 88° 59' 18" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 4839.34 FEET TO THE TRUE POINT OF BEGINNING. 20 ALSO EXCEPTING THEREFROM ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN 21 AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,AS RESERVED IN THE DEED RECORDED JULY 29, 1999,ASSIGNMENT 22 990111574, OFFICIAL RECORDS. 23 EXCEPTING UNTO BRIAN LANDS CORPORATION, A NEW YORK CORPORATION, ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN AND TO ALL OIL, GAS, MINERALS AND 24 OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN DEED RECORDED OCTOBER 07, 1999,AS DOCUMENT NO. 99014823 1, OFFICIAL RECORDS. 25 AND ALSO EXCEPTING THEREFROM AND RESERVING UNTO THE GRANTOR ALL OIL, 26 GAS, MINERALS, ETC., AS RESERVED BY MAMIE W. PENDERGRASS, A WIDOW, AND ZOLA RAY STRUGILL, A MARRIED WOMAN, DEALING WITH HER SOLE AND SEPARATE 27 PROPERTY, IN DEED RECORDED AUGUST 20, 1963, DOCUMENT NO. 65889, OFFICIAL RECORDS. 28 104867\17656589v1 B-1-4 1 ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS 2 AND EGRESS OVER AND UPON THE SURFACE THEREOF FOR THE PURPOSE OF PROSPECTING, DRILLING FOR AND PRODUCING OIL, GAS AND/OR OTHER 3 HYDROCARBONS AS RESERVED BY R. V. COBB AND RUTH E. COBB, HIS WIFE, AND EMERY LEE COBB AND JOSEPHINE COBB, HIS WIFE, IN DEED RECORDED SEPTEMBER 4 19, 1952 IN BOOK 3212, PAGE 113, OFFICIAL RECORDS, DOCUMENT NO. 49174. 5 ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS 6 AND EGRESS OVER AND UPON THE SURFACE THEREOF FOR THE PURPOSE OF PROSPECTING, DRILLING FOR AND PRODUCING OIL, GAS AND/OR OTHER 7 HYDROCARBONS SUBSTANCES AS RESERVED BY R. V. COBB AND RUTH E. COBB, HIS WIFE, AND E. L. COBB AND JOSEPHINE COBB, HIS WIFE, IN DEED RECORDED 8 SEPTEMBER 22, 1952 IN BOOK 3212, PAGE 444, OFFICIAL RECORDS, DOCUMENT NO. 49410. 9 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS 10 RIGHTS, AS RESERVED BY HATTIE V. KING AND GEO.N. KING,HER HUSBAND, IN DEED RECORDED FEBRUARY 16, 1939 IN BOOK 1724, PAGE 379, OFFICIAL RECORDS. 11 EXCEPTING THEREFROM ALL OIL, GAS, COAL, IRON, OR OTHER HYDROCARBONS, AND 12 ANY URANIUM, THORIUM OR ANY OTHER MATERIALS DETERMINED PURSUANT TO SECTION 5 (B) 1 OF THE ATOMIC ENERGY ACT OF 1946 (60 STAT. 761) TO BE 13 PARTICULARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE MATERIAL CONTAINED IN WHATEVER CONCENTRATION, IN DEPOSITS ON, IN OR UNDER SAID 14 LANDS. 15 ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY GREGORY RYAN AND PERNINA RYAN IN DEED RECORDED OCTOBER 5, 16 1976 IN BOOK 6669, PAGE 777 OFFICIAL RECORDS. 17 ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY MAYO RYAN AND KARLENE K. RYAN IN DEED RECORDED OCTOBER 5, 18 1976 IN BOOK 6669, PAGE 719 OFFICIAL RECORDS. 19 ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY MICHAEL J. RYAN, JR. AND BETTE JODELL RYAN IN DEED RECORDED 20 OCTOBER 5, 1976 IN BOOK 6669, PAGE 768 OFFICIAL RECORDS. 21 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY C. W. CARSTENS AND DOROTHY H. CARSTENS, IN DEED 22 RECORDED APRIL 25, 1962 IN BOOK 4711, PAGE 38, OFFICIAL RECORDS. 23 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS LYING IN, ON, AND UNDER SAID LAND, AS 24 RESERVED BY VERA INEZ JACKSON, ET AL, IN DEED RECORDED JUNE 20, 1962, AS DOCUMENT NO. 48586, OFFICIAL RECORDS. 25 ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON 26 SUBSTANCES LYING UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF DRILLING SAME AS RESERVED BY MONA W. BUCKNER 27 IN DEED RECORDED JANUARY 15, 1958 IN BOOK 4015, PAGE 401 OFFICIAL RECORDS. 28 104867\17656589v1 B-1-5 1 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY TOLBERT F. RUNNELS, IN DEED RECORDED JULY 30, 1963 IN 2 BOOK 4889, PAGE 287, OFFICIAL RECORDS. 3 ALSO EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA FOR STATE HIGHWAY PURPOSES, BY DEED RECORDED AUGUST 15, 1958 4 IN BOOK 4101, PAGE 571, OFFICIAL RECORDS, DOCUMENT NO. 51630. 5 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY MARVIN L. SMITH, AS TRUSTEE FOR RYAN FAMILY TRUSTS 6 FIVE AND SIX, IN DEED RECORDED OCTOBER 6, 1976 IN BOOK 6669, PAGE 741, OFFICIAL RECORDS. 7 ALSO EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER 8 HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM ALBERT J. THONEN AND NELLIE B. THONEN, HUSBAND AND WIFE, TO MARVIN 9 L. SMITH,AS TRUSTEE OF RYAN FAMILY TRUST FIVE,AS TO AN UNDIVIDED ONE-HALF INTEREST; AND MARVIN L. SMITH,AS TRUSTEE OF RYAN FAMILY TRUST SIX,AS TO AN 10 UNDIVIDED ONE-HALF INTEREST, RECORDED OCTOBER 10, 1975, OFFICIAL RECORDS, DOCUMENT NO. 77134. 11 ALSO EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS AS RESERVED BY 12 GLADYS WHEELER, IN DEED RECORDED NOVEMBER 2, 1963 IN BOOK 4931, PAGE 69, OFFICIAL RECORDS. 13 ALSO EXCEPT AN UNDIVIDED ONE-HALF OF ALL THE MINERALS, GAS, OILS, 14 PETROLEUM, NAPHTHA AND OTHER HYDROCARBON SUBSTANCES IN, ON OR UNDER SAID LAND, AS RESERVED IN THE DEED FROM LESLIE E. SMITH AND NOLA D. SMITH, 15 HIS WIFE, RECORDED MAY 23, 1942 IN BOOK 2002, PAGE 177, OFFICIAL RECORDS. 16 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL GAS, MINERALS AND OTHER HYDROCARBONS IN AND UNDERLYING SAID LAND,TOGETHER 17 WITH ALL EASEMENTS AND RIGHTS NECESSARY FOR INGRESS AND EGRESS THEREOF FOR PRODUCTION, STORAGE, EXPLORATION, TESTING, ETC., AS RESERVED BY 18 MELVILLE E. WILLSON COMPANY, IN DEED RECORDED APRIL 29, 1966, DOCUMENT NO. 32946, OFFICIAL RECORDS. 19 ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS 20 SUBSTANCES IN AND UNDER SAID LAND AS RESERVED BY ELSIE B. STONE, IN DEED RECORDED DECEMBER 17, 1957 IN BOOK 4004, PAGE 514, OFFICIAL RECORDS. 21 ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS 22 SUBSTANCES IN AND UNDER SAID LAND AS RESERVED BY JOHN L. REYBURN AND HAZEL REYBURN, IN DEED RECORDED JANUARY 9, 1958 IN BOOK 4012, PAGE 599, 23 OFFICIAL RECORDS. 24 ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS,OIL,GAS AND OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE 25 SURFACE, WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY OR ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS 26 RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. 27 PARCEL 3:NEW APN: 028-100-85 formerly APNS: 028-101-69, 028-101-19, 028-101-77, 028-101- 28 15, 028-101-17 104867\17656589v1 B-1-6 1 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER 2 VM 2109 RECORDED FEBRUARY 16,2022 AS INSTRUMENT NO. 2022-0021058 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: 3 THAT PORTION OF SECTION 26, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO 4 BASE AND MERIDIAN,IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA,DESCRIBED AS FOLLOWS: 5 COMMENCING AT THE NORTHEAST CORNER OF LOT 1 IN SAID SECTION 26,ACCORDING 6 TO THE MAP OF PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, RECORDED NOVEMBER 17, 1911 IN BOOK 7, PAGE 7, FRESNO COUNTY RECORDS, SAID 7 CORNER BEING 30 FEET WEST AND 30 FEET SOUTH OF THE NORTHEAST CORNER OF SAID SECTION 26; THENCE SOUTH 00' 56' 16"WEST,ALONG THE EAST LINE OF SAID LOT 8 1, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE 1) SOUTH 00° 56' 16" WEST, ALONG THE EAST LINE OF LOTS 1, 2, 3, 4 AND 5 IN 9 SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 2899.78 FEET TO THE SOUTH LINE OF THE NORTH HALF OF SAID LOT 10 5; THENCE 2)NORTH 88'49' 34"WEST,ALONG SAID SOUTH LINE,A DISTANCE OF 646. 76 FEET TO THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER OF SAID LOT 5; 11 THENCE 3) SOUTH 00° 56' 09" WEST, ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 331.03 FEET TO A POINT ON THE NORTH LINE OF LOT 6 IN 12 SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1; THENCE 4) SOUTH 88' 49' 18" EAST, ALONG THE NORTH LINE OF SAID LOT 6, A 13 DISTANCE OF 646.74 FEET TO THE NORTHEAST CORNER THEREOF; THENCE 5) SOUTH 00° 56' 16" WEST, ALONG THE EAST LINE OF LOTS 6, 7 AND 8 IN 14 SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 1956.52 FEET TO THE SOUTHEAST CORNER OF SAID LOT 8; 15 THENCE 6) NORTH 88° 48' 55" WEST, ALONG THE SOUTH LINE OF SAID LOT 8, A DISTANCE OF 1293.35 FEET TO THE SOUTHWEST CORNER THEREOF; 16 THENCE 7) NORTH 00° 56' 01" EAST, ALONG THE WEST LINE OF SAID LOTS 8 AND 7, A DISTANCE OF 1294.25 FEET TO THE SOUTHEAST CORNER OF LOT 11 IN SECTION 26 OF 17 SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1; THENCE 8) NORTH 88° 49' 1 0" WEST, ALONG THE SOUTH LINE OF SAID LOT 11, A 18 DISTANCE OF 1293.44 FEET TO THE SOUTHWEST CORNER THEREOF, BEING ON THE EAST RIGHT OF WAY LINE OF 60' WIDE LOS ANGELES AVENUE; 19 THENCE 9)NORTH 00° 55' 46"EAST,ALONG SAID EAST RIGHT OF WAY LINE AND ALONG THE WEST LINE OF LOTS 11, 12, 13, 14, 15 AND 16 IN SECTION 26 OF SAID PART OF 20 CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 3892.47 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 50.00 FEET SOUTH OF THE 21 NORTH LINE OF SAID LOT 16; THENCE 10) SOUTH 88° 49' 56" EAST, ALONG SAID PARALLEL LINE AND ITS EASTERLY 22 PROLONGATION, A DISTANCE OF 2587.44 FEET TO THE TRUE POINT OF BEGINNING. 23 EXCEPTING AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, PETROLEUM, PETROLEUM PRODUCTS, HYDROCARBON SUBSTANCES AND ANY OTHER MINERALS 24 IN, UPON OR UNDER SAID PREMISES, AS RESERVED IN THE DEED FROM JOHN COOPER HUNTINGTON AND KATHRYN R. HUNTINGTON, HIS WIFE, TO MURIETTA FARMS 25 COMPANY, A CORPORATION DATED MARCH 16, 1949, RECORDED MARCH 24, 1949 AS DOCUMENT NO. 14680 IN BOOK 2721, PAGE 484, OFFICIAL RECORDS. 26 ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS AND 27 OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER THE PROPERTY, WITH THE 28 RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF 104867\17656589v1 B-1-7 1 THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS 2 THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF 3 OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS OR OTHER IMPROVEMENTS ON 4 THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS, OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY 5 SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED,EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED 6 TO BE PAID BY ANY LESSEE OF THE GRANTOR OR ITS SUCCESSORS OR ASSIGNS, AS RESERVED IN THE DEED 7 FROM KRIESANT OPERATING COMPANY, INCORPORATED, RECORDED APRIL 04, 1988 AS DOCUMENT NO. 88035714, OFFICIAL RECORDS. 8 ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON 9 SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER THE PROPERTY,WITH THE RIGHT TO PROSPECT FOR AND 10 EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR 11 SAID PURPOSES,AND FOR INGRESS AND EGRESS THERETO AND THEREFROM,AND THE RIGHT TO LAY, MAINTAIN AND OPERATE PIPELINES OVER AND ACROSS THE REAL 12 PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY 13 GROWING CROPS OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS, OR 14 OTHER MINERALS,THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED,EXCEPT INSOFAR AS 15 SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OR ITS SUCCESSORS OR ASSIGNS, AS RESERVED IN THE DEED FROM 16 KRIESANT OPERATING COMPANY, INCORPORATED, RECORDED APRIL 04, 1988 AS DOCUMENT NO. 88035715, OFFICIAL RECORDS. 17 ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, 18 GAS AND OTHER HYDROCARBONS AND MINERALS NOW OR AT ANY TIME HEREAFTER SITUATE THEREIN AND THEREUNDER AS RESERVED IN THE DEED FROM DORA E. 19 CARLSON,DORIS L.WILD AND DORIS L.WILD,AS TRUSTEE UNDER THE LAST WILL AND TESTAMENT OF M. K. WILD, DECEASED, TO KRIESANT OPERATING COMPANY, 20 INCORPORATED, DATED JUNE 13, 1962, RECORDED JUNE 21, 1962 AS DOCUMENT NO. 48898 IN BOOK 4732, PAGE 817, OFFICIAL RECORDS. 21 ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES 22 IN, ON OR UNDER SAID LAND, AS RESERVED IN THE DEED FROM THOMAS A. DILBECK, A WIDOWER TO MURIETTA FARMS COMPANY, A CORPORATION, RECORDED 23 NOVEMBER 30, 1956 AS DOCUMENT NO. 83193 IN BOOK 3851, PAGE 9, OFFICIAL RECORDS. 24 ALSO EXCEPT ONE-HALF OF ALL OIL, GAS,MINERALS AND OTHER HYDROCARBONS IN 25 AND UNDER THE PROPERTY,AS RESERVED IN THE DEED FROM HARRY A. ATKINS AND IDA E. ATKINS, HUSBAND AND WIFE, TO KRIESANT OPERATING COMPANY, A 26 CORPORATION, DATED APRIL 13, 1962, RECORDED MAY 03, 1962 AS DOCUMENT NO. 36011, OFFICIAL RECORDS. 27 ALSO EXCEPT ONE-HALF OF ALL OIL, GAS,MINERALS AND OTHER HYDROCARBONS IN 28 AND UNDER THE PROPERTY, AS RESERVED IN THE DEED FROM FAYE L. BARKELEW 104867\17656589v1 B-1-8 1 AND MARIE E. BUCK BURSILL, ALSO KNOWN AS MARIE BUCK BURSILL, TO KRIESANT OPERATING COMPANY, A CORPORATION, DATED MAY 09, 1962, RECORDED MAY 21, 2 1962 AS DOCUMENT NO. 40834, OFFICIAL RECORDS. 3 ALSO EXCEPT ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LOCATED IN, UNDER AND UPON THE PROPERTY, TOGETHER WITH 4 THE RIGHT TO GO UPON SAID PROPERTY AT ANY TIME HEREAFTER FOR THE PURPOSE OF DEVELOPING AND EXTRACTING OIL, GAS, MINERALS AND OTHER 5 HYDROCARBON SUBSTANCES FROM SAID LAND, AND TO ERECT AND CONSTRUCT UPON SAID LAND ANY AND ALL EQUIPMENT, DERRICKS, TELEPHONE AND 6 TELEGRAPH LINES, STORAGE TANKS, AND ANY AND ALL THINGS NECESSARY OR INCIDENTAL TO THE EXPLORATION AND DEVELOPMENT OF SAID LAND FOR OIL, GAS 7 AND OTHER HYDROCARBON SUBSTANCES AND MINERALS, TOGETHER WITH THE RIGHTS OF WAY FOR PASSAGE OVER, UPON AND ACROSS, AND EGRESS AND INGRESS 8 TO AND FROM SAID LAND FOR ANY AND ALL OF THE ABOVE PURPOSES, AS RESERVED IN THE DEED DATED NOVEMBER 20, 1962 FROM ESTHER W. BOORMAN TO 9 KRIESANT OPERATING COMPANY, INCORPORATED, RECORDED DECEMBER 12, 1962 AS DOCUMENT NO. 95987, OFFICIAL RECORDS. 10 ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS, OIL, GAS 11 AND OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE SURFACE, WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY 12 OR ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED 13 RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 104867\17656589v1 B-1-9 1 EXHIBIT C. 2 Form of Easement 3 [See Attached] 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 104867\17656589v1 Luna Valley Project Reclamation Agreement C-1 RECORDING REQUESTED BY: STEVEN E. WHITE, DIRECTOR PUBLIC WORKS AND PLANNING DEPARTMENT, COUNTY OF FRESNO 2220 Tulare Street, Sixth Floor Fresno, California 93721 AND WHEN RECORDED MAIL TO: TAWANDA MTUNGA, PRINCIPAL 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 Luna Valley Solar I Energy Project (Luna Valley Land Holdings LLC) THIS GRANT OF LIMITED ACCESS EASEMENT is made this day of , 2024, by Luna Valley Land Holdings 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 November 18, 2021, pursuant to County Resolution No. 12916, subject to the conditions, mitigation measures, and project notes listed therein, the 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. 7813 for the Luna Valley Solar Energy Project and approved and 1 Luna Valley Project Reclamation Agreement C-2 issued to Luna Valley Solar I, LLC("APPLICANT")Unclassified Conditional Use Permit No. 3 67 1, as amended by that certain First One-Year Time Extension for Conditional Use Permit No. 3671 approved on August 24,2023,and that certain Unclassified Conditional Use Permit No. 3786 approved on April 11, 2024 (collectively, "CUP No. 3671"). B. GRANTOR proposes to construct and operate an approximately 200-megawatt solar photovoltaic generation facility, 200-megawatt energy storage system, 34.5 kilovolt overhead transmission line, and supporting electrical infrastructure (collectively, the "Project"), located on an approximately 1,287-acre site (the "Property") in unincorporated Fresno County. A diagram of the Property is shown in Exhibit A, attached hereto and incorporated by this reference, for demonstrative purposes only. The legal description for the Property is included as Exhibit B, attached hereto and incorporated by this reference. C. GRANTOR represents, covenants, and warrants to COUNTY that, under that certain Grant Deed from Westlands Water District("WESTLANDS"),a California public entity,which Grant Deed is recorded in the official records of the Fresno County Recorder, on October 26, 2023 at 9:12 AM (the "Record Title Date and Time"), as Document No. 2023-0099567 ("Grant Deed"), GRANTOR acquired sole fee ownership to, and remains the sole fee owner of the Property. D. GRANTOR further represents to COUNTY that WESTLANDS, in the Grant Deed, excepted and reserved unto itself the following rights, titles, and interests (collectively referred to herein as the "Westlands Reservation"): EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] all minerals, oil, gas and other hydrocarbon substances that are more than 500 feet below the surface of the Property; provided that [WESTLANDS] (and [WESTLANDS]'s successors, assigns, and/or mineral lessees) shall have no rights to use or access the surface of the Property or any subsurface area within 500 feet of the surface of Property to remove, exploit or otherwise benefit from such minerals, oil, gas and other hydrocarbons substances. ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] the exclusive, permanent right to all water allocations and similar entitlements appurtenant to or associated with the Property by virtue of its location within [WESTLANDS]'s service area, including without limitation the right to apply for and receive from [WESTLANDS] or its successors a ratable allocation of water under California Water Code Section 35420 or any successor statute. EXCEPTING THEREFROM any easements of record in favor of [WESTLANDS] as in its 2 Luna Valley Project Reclamation Agreement C-3 capacity as a water district as opposed to its capacity as fee landowner(such interests not being merged by [WESTLANDS]'s acquisition of fee title) and fixtures owned by [WESTLANDS] in the nature of water district facilities. ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] the right to all groundwater underlying or otherwise appurtenant to the Property,provided, however, that: (i) [WESTLANDS] shall have no right to use, access or enter the surface of the Property to remove, exploit, or otherwise benefit from such groundwater such that any access by [WESTLANDS] to such groundwater will be from other property located outside the Property; (ii) subject to any duly promulgated regulations of general applicability by any Groundwater Sustainability Agency or similar agency (including [WESTLANDS] acting in such capacity), [GRANTOR] may extract two (2) acre-feet of groundwater per year for operation of its solar power generation facilities located on the Property; and (iii) [GRANTOR] may extract an additional one hundred and fifty(150)acre-feet of groundwater per year for construction water purposes. ALSO EXCEPTING THEREFROM AND RESERVING UNTO [WESTLANDS] the exclusive, permanent right to maintain, cause, permit, create, or allow the presence of subsurface water underlying the Property, and the permanent right, in their sole discretion, to provide drainage or not provide drainage of the subsurface water underlying the Property; provided, however, that [WESTLANDS] shall have no right to use, access or enter the surface of the Property to remove, exploit, or otherwise benefit from such subsurface water such that any access by [WESTLANDS] to such subsurface water will be from other property located outside the Property.] E. Grantor further represents to COUNTY that WESTLANDS also has certain ongoing operation and maintenance contractual obligations (which contractual obligations (i) are outside the subject of, and do not interfere with this, Easement, and (ii) as of the Effective Time and Date (as defined in subsection I1.4 hereof), are not recorded against the Property in the official records of the Fresno County Recorder)with the U.S. Bureau of Reclamation with respect to those certain easements set forth below (collectively referred to herein as "Bureau Pipeline Easements"): a. That certain Contract and Grant of Easement, which is Instrument No. 40092 in Book 5317, Page 515 of Official Records, recorded May 25, 1966; b. That certain Contract and Grant of Easement, which is Instrument No. 43673 in Book 5323, Page 248 of Official Records, recorded June 9, 1966; C. That certain Contract and Grant of Easement, which is Instrument No. 40095 in Book 5317, Page 530 of Official Records, recorded May 25, 1966; 3 Luna Valley Project Reclamation Agreement C-4 d. That certain Contract and Grant of Easement, which is Instrument No. 58088 in Book 5344, Page 494 of Official Records, recorded August 8, 1966; e. That certain Contract and Grant of Easement, which is Instrument No. 43674 in Book 5323, Page 253 of Official Records, recorded June 9, 1966; f. That certain Contract and Grant of Easement, which is Instrument No. 40094 in Book 5317, Page 525 of Official Records, recorded May 25, 1966; g. That certain Contract and Grant of Easement, which is Instrument No. 40093 in Book 5317, Page 520 of Official Records, recorded May 25, 1966; h. That certain Contract and Gran of Easement, which is Instrument No. 47836 in Book 5329, Page 243 of Official Records, recorded June 24, 1966; i. That certain Contract and Grant of Easement, which is Instrument No. 43675 in Book 5323, Page 258 of Official Records, recorded June 9, 1966; j. That certain Contract and Grant of Easement, which is Instrument No. 58087 in Book 5344, Page 490 of Official Records, recorded August 8, 1966; k. That certain Contract and Grant of Easement, which is Instrument No. 40096 in Book 5317, Page 535 of Official Records, recorded May 25, 1966; and 1. That certain Contract and Grant of Easement, which is Instrument No. 30127 in Book 5302, Page 562 of Official Records, recorded April 20, 1966. F. COUNTY's Planning Commission conditioned approval of CUP No. 3671 on, among other things, APPLICANT's compliance with a reclamation plan, prescribing the process for decommissioning, dismantling, and removal of the entire Project, and reclamation of all of the Project Site to its pre-project condition pursuant to the reclamation plan. Pursuant to a condition of such approval and the Reclamation Agreement (defined in Recital I.G. hereof), APPLICANT and COUNTY agreed to certain modifications to such reclamation plan (collectively, such reclamation plan together with such modifications are the "Reclamation Plan"). G. APPLICANT will eventually decommission, dismantle, and remove the entire Project, and reclaim all of the Project Site to its pre-project condition pursuant to the Reclamation Plan. 4 Luna Valley Project Reclamation Agreement C-5 H. In order to secure APPLICANT's faithful performance of all of its obligations under the Reclamation Plan, APPLICANT and COUNTY have entered into that certain Luna Valley Solar Project Reclamation Agreement, dated December 3, 2024 (the "Reclamation Agreement")by which APPLICANT 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, and incorporated therein by reference as Exhibit A thereto. I. The term of CUP No. 3671 for the 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. J. The Reclamation Plan, and more specifically, the Reclamation Agreement, including subsection 1(a) thereof, require APPLICANT to decommission, dismantle, and remove the entire Project,and reclaim the all of Project Site to its pre-project condition pursuant to the Reclamation Plan (collectively, "Reclamation") within twelve (12) months of the earliest to occur of any of the following, as reasonably determined by COUNTY's Director of Public Works and Planning or such Director's designee: (i)there has not been substantial development of the Project within two (2)years following COUNTY's Planning Commission's approval of, and issuance to APPLICANT, CUP No. 3671; (ii) the Project, or a substantial portion thereof, has not, following completion of construction of the Project, produced electricity for at least six (6) consecutive months within a twelve (12) month period, or for three hundred sixty five (365) non-consecutive calendar days within any twenty four (24) month period, during the term of the Reclamation Agreement; (iv) the expiration or early termination of CUP No. 3671, as amended; or (v) thirty-five (35) years from the commencement of operation of the Project, in its entirety. K. APPLICANT is providing the Security to COUNTY to secure APPLICANT'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 APPLICANT (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 5 Luna Valley Project Reclamation Agreement C-6 Security and use the proceeds thereof to carry out the Reclamation of the Property, in substantial conformity with the Reclamation Plan,pursuant to the Reclamation Agreement. L. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation of the Project and the Property, in substantial conformity with Reclamation Plan, pursuant to the Reclamation Agreement, COUNTY must have the right to immediate,reasonable access the Property. M. Any reference to "Encumbrances" in this Easement shall mean, in their context, liens, encumbrances, covenants, conditions, restrictions, reservations, contracts, leases, licenses, easements, rights of way, rights of possession or occupancy, or any third party interests, of any kind. II. GRANT OF LIMITED ACCESS EASEMENT FROM GRANTOR 1. GRANTOR hereby irrevocably establishes in favor of, and grants to COUNTY, including its contractors, officers, agents, employees, and representatives (collectively, "COUNTY PARTIES"), a nonexclusive access easement over, under, on, and across the Property (this "Easement"), solely for accessing the Property for the limited purpose of, in COUNTY's sole discretion, carrying out the Reclamation of the Project, to the extent that the Project is located on the Property, and the Property, in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose, unless and until this Easement is terminated only pursuant to Section II.5. hereof, provided however this Easement does not impose any obligation, either express or implied, upon COUNTY to carry out any of the Reclamation of the Project or the Property, or any portion of the Project or the Property, under the Reclamation Agreement or with respect to the Reclamation Plan. 2. No act, delay in acting, failure to act, or particular or partial exercise of any rights, under this Easement, and the rights granted herein, by COUNTY and/or any of the other COUNTY PARTIES shall be deemed to(i)constitute an abandonment, surrender,termination,waiver,or release 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 6 Luna Valley Project Reclamation Agreement C-7 Section I1.5. hereof. 3. GRANTOR expressly reserves for itself, its successors and its assigns,the right to use the Property or to grant other licenses or easements on the Property, so long as such uses do not unreasonably interfere with this Easement, and the rights granted herein, provided however, the provisions of this Section I1.3. are subject to the provisions of subsection II.11.(c)hereof. 4. This Easement shall be effective upon recordation of this Easement against the 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 Property in the official records of the Fresno County Recorder, expressly releasing this Easement, and the rights granted herein, back to GRANTOR either due to the termination of the Reclamation Agreement pursuant to Section 8 thereof(Satisfaction of Reclamation Plan) or to COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or complete Reclamation of the Project,and the Property,or otherwise in the COUNTY's sole discretion. COUNTY shall undertake such recordation of such COUNTY's release in a reasonably timely manner following such termination of the Reclamation Agreement or COUNTY's issuance of written notice to GRANTOR that COUNTY will not undertake or complete Reclamation of the Project, and the 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 Property, which have been recorded against the Property in the official records of the Fresno County Recorder prior to the Effective Time and Date,including without limitation any and all Encumbrances so recorded prior to the Effective Time and Date, provided however, the provisions of this Section I1.6. are subject to the provisions of subsection 1I.1 I.(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 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. 7 Luna Valley Project Reclamation Agreement C-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 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 Property in the official records of the Fresno County Recorder, as provided herein; (c) notwithstanding anything to the contrary in this Easement, (i) as of the Record Title Date and Time, the Property was free and clear from any and all agreements, instruments, or documents, whether unrecorded or recorded against the Property in the official records of the Fresno County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the foregoing), or create or assert any claim to any right, title, or interest in or to the Property, or any portion thereof, including without limitation any and all Encumbrances, that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted herein, (ii) GRANTOR has not, since the Record Title Date and Time, allowed, granted, conferred, conveyed, ratified, confirmed (or otherwise promised or agreed to any of the foregoing), will not, allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the foregoing), and will prohibit any person or entity from creating or asserting any claim to, any right, title, or interest in or to, the Property, or any portion thereof, including without limitation any and all Encumbrances (including, without limitation, the Bureau Pipeline Easements), reservations (including, without limitation, the Westlands Reservation and Easements, defined in subsection III.1 hereof), contracts, leases (including, without limitation, the Solar Facility Ground Lease Agreement), that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted herein, and (iii) 8 Luna Valley Project Reclamation Agreement C-9 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) hereof as to the disallowance or prohibition of such governmental authority's exercise of such right; and (d) GRANTOR, after making a diligent investigation, is not aware of any facts or circumstances that would make untrue WESTLANDS's representations, covenants, and warranties to COUNTY under Section III hereof. 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. 13. The Recitals above are incorporated herein by reference as though fully set forth herein. III. REPRESENTATIONS,WARRANTIES, AND CONSENTS BY WESTLANDS 1. WESTLANDS represents, covenants, and warrants to GRANTEE that the rights, titles, and interests reserved by WESTLANDS in the Westlands Reservation and the rights granted to Westlands in certain recorded easements (collectively, the "Westlands Reservation and Easements"), consist solely of those expressly identified in the following recorded documents: a. That certain Contract and Grant of Easement, which is Instrument No. 49243 in Book 5803, Page 318 of Official Records, recorded July 17, 1970; b. That certain Contract and Grant of Easement, which is Instrument No. 66560 in Book 7057, Page 115 of Official Records, recorded June 21, 1978; C. That certain Contract and Grant of Easement, which is Instrument No. 66559 in Book 7057, Page I I I of Official Records, recorded June 21, 1978; d. That certain Contract and Grant of Easement, which is Instrument No. 66558 in Book 7057, Page 107 of Official Records, recorded June 21, 1978; 9 Luna Valley Project Reclamation Agreement C-10 e. That certain Contract and Grant of Easement, which is Instrument No. 66561 in Book 7057, Page 119 of Official Records, recorded June 21, 1978; f. That certain Contract and Grant of Easement, which is Instrument No. 66536 in Book 7057, Page 37 of Official Records, recorded June 21, 1978; g. That certain Drainage Easement, which is Instrument No. 2003-0236855 of Official Records, recorded September 30, 2003; h. That certain Contract and Grant of Easement, which is Instrument No. 73306 in Book 5366, Page 393 of Official Records, recorded October 13, 1966; i. That certain Declaration of Restrictive Covenant (Non-Irrigation Covenant), which is Instrument No. 2004-0241816 of Official Records, recorded October 27, 2004; j. That certain Drainage Easement, which is Instrument No. 2004-0290175 of Official Records, recorded December 29, 2004; k. That certain Drainage Easement, which is Instrument No. 2004-0238579 of Official Records, recorded October 22, 2004; 1. That certain Declaration of Restrictive Covenant (Non-Irrigation Covenant), which is Instrument No. 2006-0220006 of Official Records, recorded October 03, 2006; in. That certain Declaration of Restrictive Covenant (Non-Irrigation Covenant), which is Instrument No. 2006-0266516 of Official Records, recorded December 21, 2006; n. That certain Contract and Grant of Easement, which is Instrument No. 58578 in Book 5345, Page 264 of Official Records, recorded August 09, 1966; o. That certain Grant Deed, which is Instrument No. 2023-0099567, recorded October 26, 2023; P. That certain Declaration of Restrictive Covenant (Nonirrigation Covenant), which is Instrument No. 2023-0099568 of Official Records, recorded October 26, 2023; 10 Luna Valley Project Reclamation Agreement C-11 q. That certain Grant of Drill Site Easement, which is Instrument No. 2024- 0085051 of Official Records, recorded September 13, 2024; and r. That certain Grant of Transmission Easement, which is Instrument No. 2024- 0085054 of Official Records, recorded September 13, 2024. 2. WESTLANDS represents, covenants, and warrants to GRANTEE that the Westlands Reservation and Easements do not allow, grant, confer, convey, ratify, confirm(or otherwise promise or agree to any of the foregoing), or create or assert any claim to any right, title, or interest in or to the Property, or any portion thereof,that unreasonably interferes or would unreasonably interfere with the Easement, and the rights granted herein. 3. WESTLANDS represents, covenants, and warrants to GRANTEE that the Westlands Reservation and Easements consist of the only rights, title, or interests held by WESTLANDS in or to the Property that may impact the Easement, and the rights granted herein, provided however, the Westlands Reservation and Easements do not unreasonably interfere and would not unreasonably interfere with any of COUNTY PARTIES' immediate,reasonable access to the Property in accordance with the limited purposes of Section II.1 herein. 4. WESTLANDS, consents to the establishment by GRANTOR in favor of COUNTY PARTIES, a nonexclusive right of access and use over, under, on, and across the Property, subject to the rights of WESTLANDS expressly identified in Section III.1 above. Which WESTLANDS represents, covenants, and warrants to GRANTEE that such rights do not unreasonably interfere with the right conveyed by this Section IIIA or the Easement, solely for accessing the Property for the limited purpose of, in COUNTY's sole discretion, carrying out the Reclamation of the Project, to the extent that the Project is located on the Property, and the Property, in substantial conformity with the Reclamation Plan, pursuant to the Reclamation Agreement, and for no other purpose,unless and until the Easement is terminated only pursuant to Section II.5. hereof,provided however the right conveyed by this Section III.4 does not impose any obligation, either express or implied, upon COUNTY to carry out any of the Reclamation of the Project or the Property, or any portion of the Project or the Property, under the Reclamation Agreement or with respect to the Reclamation Plan. 11 Luna Valley Project Reclamation Agreement C-12 5. Subject to WESTLANDS's representations, covenants, and warranties to GRANTEE under Section III of this Easement, WESTLANDS shall be entitled to rely upon, shall be an express third-party beneficiary of, and shall be entitled to enforce, the provisions of Section III of this Easement in connection with its rights under the Westlands Reservation and Easements. Any amendment,modification, or change to this Easement that affects WESTLANDS express rights under the Westlands Reservation and Easements shall require WESTLANDS prior written approval. WESTLANDS execution of this Easement is limited to the express warranties and consents provided under Section III of this Easement. 6. Upon WESTLANDS's approval and acceptance of Section III of this Easement, WESTLANDS agrees to COUNTY's immediate recordation of this Easement against the Property in the official records of the Fresno County Recorder. (Signature page follows.) 12 Luna Valley Project Reclamation Agreement C-13 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 Luna Valley Land Holdings LLC ACCEPTED BY Steven E. White, PE, PLS, Director By. Department of Public Works and Planning John Woody, Vice President Mailing Address: B Luna Valley Land Holdings LLC y 4900 N. Scottsdale Road, Suite 5000 APPROVED AS TO LEGAL FORM Scottsdale AZ 85251 Daniel C. Cederborg Fresno County Counsel WESTLANDS APPROVAL AND By: ACCEPTANCE OF SECTION III Deputy OF THIS EASEMENT: WESTLANDS: Westlands Water District By Print Name Title 13 Luna Valley Project Reclamation Agreement C-14 EXHIBIT A Property DIAGRAM (See attached.) A-1 Luna Valley Project Reclamation Agreement C-15 2 LLI A-2 Luna Valley Project Reclamation Agreement C-1 6 EXHIBIT B Property LEGAL DESCRIPTION Real property in the unincorporated area of the County of Fresno, State of California, described as follows: PARCEL 1: NEW APN: 028-060-77, formerly APNS: 028-060-34, 028-060-69, 028-060-70, 028-060-71, 028-060-72 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER VM 2107 RECORDED MARCH 10,2022 AS INSTRUMENT NO. 2022-0032086 OF OFFICIAL RECORDS,BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: THAT PORTION OF SECTIONS 23 AND 24, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 24; THENCE NORTH 880 59' 18" WEST, ALONG THE SOUTH LINE OF SAID SECTION 24, A DISTANCE OF 101.38 FEET; THENCE NORTH 1 ° 00' 42" EAST, PERPENDICULAR TO SAID SOUTH LINE, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE 1)NORTH 88° 59' 18" WEST, ALONG A LINE THAT IS PARALLEL WITH AND 50.00 FEET NORTH OF SAID SOUTH LINE, A DISTANCE OF 5189.98 FEET TO A POINT ON THE EAST LINE OF SECTION 23 OF SAID TOWNSHIP AND RANGE; THENCE 2)NORTH 88° 49' 56" WEST, ALONG A LINE THAT IS PARALLEL WITH AND 50.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 23, A DISTANCE OF 2647.46 FEET TO A POINT ON THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE 3) NORTH 00' 55' 41" EAST, ALONG SAID WEST LINE, A DISTANCE OF 2599.19 FEET TO THE NORTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE 4) SOUTH 88° 50' 26" EAST, ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 2647.77 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 24; THENCE 5)NORTH 00° 56' 05" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 1324.79 FEET TO THE NORTHWEST CORNER OF THE SOUTH HALF OF SAID NORTHWEST QUARTER; THENCE 6) SOUTH 89° 02' 46"EAST,ALONG THE NORTH LINE OF SAID SOUTH HALF AND THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 24, A DISTANCE OF 5302.45 FEET TO THE NORTHWEST CORNER OF THAT CERTAIN PARCEL GRANTED TO THE STATE OF CALIFORNIA IN GRANT DEED B-1 Luna Valley Project Reclamation Agreement C-17 RECORDED AUGUST 14, 1958 IN BOOK 4101, PAGE 225 OF OFFICIAL RECORDS FRESNO COUNTY; THENCE 7) SOUTH 1° 31' 38"WEST,ALONG THE WEST LINE OF SAID PARCEL,BEING PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID NORTHEAST QUARTER, A DISTANCE OF 1285.95 FEET; THENCE 8) SOUTH 61° 31' 26" WEST, CONTINUING ALONG THE WESTERLY LINE OF SAID PARCEL, A DISTANCE OF 82.72 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 24; THENCE 9) SOUTH 58°28' 10"EAST,ALONG THE WESTERLY LINE OF THAT CERTAIN PARCEL GRANTED TO THE STATE OF CALIFORNIA IN GRANT DEED RECORDED AUGUST 4, 1958 IN BOOK 4097, PAGE 387 OF OFFICIAL RECORDS FRESNO COUNTY, A DISTANCE OF 82. 72 FEET; THENCE 10) SOUTH 1° 3 V 38"WEST,ALONG THE WEST LINE OF LAST SAID PARCEL GRANTED TO THE STATE OF CALIFORNIA, BEING PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF THE SOUTHEAST QUARTER, A DISTANCE OF 2489.44 FEET; THENCE 11) SOUTH 460 18' 12" WEST, A DISTANCE OF 101.98 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY MAYO RYAN AND KARLENE K. RYAN BY DEED RECORDED OCTOBER 05, 1976 IN BOOK 6669, PAGE 719 OF OFFICIAL RECORDS, DOCUMENT NO. 88436. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY MICHAEL J. RYAN, JR., AND BETTE JODELL RYAN, BY DEED RECORDED OCTOBER 05, 1976 IN BOOK 6669, PAGE 768 OF OFFICIAL RECORDS, DOCUMENT NO. 88459,AND RE-RECORDED APRIL 06, 1979 IN BOOK 7256, PAGE 853 OF OFFICIAL RECORDS, DOCUMENT NO. 40065. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY GREGORY RYAN AND PERNINA RYAN, BY DEED RECORDED OCTOBER 05, 1976 IN BOOK 6669, PAGE 777 OF OFFICIAL RECORDS, DOCUMENT NO. 88462. ALSO EXCEPTING THEREFROM ALL REMAINING OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BY DOROTHY JUNE APPLEBEE, MICHAEL J. RYAN, MAYO RYAN AND GREGORY RYAN IN THE DEED RECORDED APRIL 02, 1984, AS DOCUMENT NO. 84031515, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/8TH INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON B-2 Luna Valley Project Reclamation Agreement C-18 THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING, DRILLING FOR, AND PRODUCING OIL, GAS AND/OR OTHER HYDROCARBONS THEREFROM, AS RESERVED IN DEED FROM JANE REA MYERS ELIASON,ALSO KNOWN AS JANE REA ELIASON,WHO DECLARES THIS TO BE HER SOLE AND SEPARATE PROPERTY,TO M. J. RYAN AND ROSAMOND ALICE RYAN, HIS WIFE, DATED MARCH 24, 1952, RECORDED NOVEMBER 21, 1952 IN BOOK 3233, PAGE 332 OF OFFICIAL RECORDS, DOCUMENT NO. 59761. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/8TH INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING, DRILLING FOR, AND PRODUCING OIL, GAS AND/OR OTHER HYDROCARBONS THEREFROM, AS RESERVED IN THE DEED FROM R. V. COBB AND RUTH E. COBB, HUSBAND AND WIFE, AND EMERY LEE COBB AND JOSEPHINE COBB, HUSBAND AND WIFE, TO M. J. RYAN AND ROSAMOND ALICE RYAN, HIS WIFE, DATED MAY 29, 1952 IN BOOK 3233, PAGE 334 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,TOGETHER WITH THE RIGHT TO ENTER UPON SAID LAND FOR THE PURPOSE OF EXPLORING FOR, DRILLING FOR PRODUCING AND STORING UPON AND REMOVING SAID OIL, GAS AND OTHER HYDROCARBON SUBSTANCES THEREFROM, AS RESERVED BY PHOEBE S. DANIELS, IN DEED RECORDED SEPTEMBER 29, 1964, AS DOCUMENT NO. 74754, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL REMAINING OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BY MICHAEL J. RYAN AND BETTE JODELL RYAN IN THE DEED RECORDED JANUARY 07, 1983, AS DOCUMENT NO. 83001537, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL INTEREST IN OIL, GAS, PETROLEUM, PETROLEUM PRODUCTS, HYDROCARBON SUBSTANCES AND ANY OTHER MINERALS IN, UPON OR UNDER SAID PREMISES, OR HEREAFTER DISCOVERED IN, UPON OR UNDER THE SAME, TOGETHER WITH THE RIGHT TO ENTER UPON SAID PREMISES FOR THE PURPOSE OF BORING OIL AND GAS WELLS AND EXTRACTING FROM SAID PREMISES OIL, GAS, PETROLEUM, PETROLEUM PRODUCTS, AND OTHER HYDROCARBONS SUBSTANCES AND FOR THE PURPOSE OF EXTRACTING ANY OTHER MINERALS THEREIN, THEREUPON OR THEREUNDER, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO AND FROM SAID WELLS, AND THE RIGHT TO CONSTRUCT NECESSARY BUILDING,TANKS,ROADS,POWER LINES AND OTHER STRUCTURES FOR THE PURPOSE OF USING AND OPERATING SAID WELLS AND TAKING CARE OF SAID OIL, GAS, PETROLEUM, PETROLEUM PRODUCTS AND HYDROCARBONS SUBSTANCES AND ANY OTHER MINERALS AND ALL THE RIGHTS INCIDENTAL AND NECESSARY TO THE EXERCISE OF THE RIGHTS,AS RESERVED IN THE DEED FROM ELIZABETH C. MCCOY, A WIDOW, TO MICHAEL J. RYAN, ET UX, B-3 Luna Valley Project Reclamation Agreement C-19 DATED MAY 28, 1956,RECORDED JULY 03, 1956,AS DOCUMENT NO. 47843, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY FRANK MAYO RYAN AND KARLENE K. RYAN, IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88436 IN BOOK 6669, PAGE 719 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND,AS RESERVED BY MICHAEL J. RYAN,JR.AND BETTE JODELL RYAN,IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88459 IN BOOK 6669, PAGE 768 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/3 INTEREST IN AND TO ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY GREGORY RYAN AND PERNINA RYAN, IN DEED RECORDED OCTOBER 05, 1976, DOCUMENT NO. 88462 IN BOOK 6669, PAGE 777 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS, OIL,GAS AND OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE SURFACE,WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY OR ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. PARCEL 2:NEW APN: 028-100-84 formerly APNS: 028-101-29,028-101-58,028-101-65,028- 101-74, 028-101-72 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER VM 2108 RECORDED FEBRUARY 16,2022 AS INSTRUMENT NO.2022-0021057 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: THAT PORTION OF SECTION 25, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE NORTH 880 59' 18"WEST, ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 25, A DISTANCE OF 101.90 FEET; THENCE SOUTH 1° 00' 42" WEST, PERPENDICULAR TO SAID NORTH LINE, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; B-4 Luna Valley Project Reclamation Agreement C-20 THENCE 1) SOUTH 43° 41' 40" EAST, A DISTANCE OF 101.28 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID NORTHEAST QUARTER; THENCE 2) SOUTH 1° 18' 55" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 2490.36 FEET; THENCE 3) SOUTH 61° 19' 02"WEST,A DISTANCE OF 82.72 FEET TO A POINT ON THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE 4) SOUTH 58° 41' 12" EAST, A DISTANCE OF 82.72 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 30.00 FEET WEST OF THE EAST LINE OF SAID SOUTHEAST QUARTER, THENCE 5)SOUTH 1° 18' 55"WEST,ALONG LAST SAID PARALLEL LINE,A DISTANCE OF 1285. 02 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE 6) NORTH 88° 54' 43" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 2602.55 FEET TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE 7) NORTH 1° 07' 36" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 1325.52 FEET TO THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION 25; THENCE 8)NORTH 88° 56' 15"WEST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 25, A DISTANCE OF 2636.91 FEET TO THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER; THENCE 9)NORTH 00° 56' 16" EAST, ALONG THE WEST LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 2150.90 FEET; THENCE 10) SOUTH 880 59' 18" EAST, A DISTANCE OF 350.00 FEET; THENCE 11)NORTH 00° 56' 16" EAST, A DISTANCE OF 447.80 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 50.00 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 25, BEING THE SOUTH RIGHT OF WAY LINE OF MANNING AVENUE; THENCEI2) SOUTH 880 59' 18"EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 4839.34 FEET TO THE TRUE POINT OF BEGINNING. 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, ASSIGNMENT 990111574, OFFICIAL RECORDS. EXCEPTING UNTO BRIAN LANDS CORPORATION,A NEW YORK CORPORATION,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 DEED RECORDED OCTOBER 07, 1999, AS DOCUMENT NO. 990148231, OFFICIAL RECORDS. AND ALSO EXCEPTING THEREFROM AND RESERVING UNTO THE GRANTOR ALL OIL, GAS, MINERALS, ETC.,AS RESERVED BY MAMIE W. PENDERGRASS, A WIDOW, AND ZOLA RAY STRUGILL, A MARRIED WOMAN, DEALING WITH HER SOLE AND B-5 Luna Valley Project Reclamation Agreement C-21 SEPARATE PROPERTY, IN DEED RECORDED AUGUST 20, 1963, DOCUMENT NO. 65889, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON THE SURFACE THEREOF FOR THE PURPOSE OF PROSPECTING, DRILLING FOR AND PRODUCING OIL, GAS AND/OR OTHER HYDROCARBONS AS RESERVED BY R. V. COBB AND RUTH E. COBB, HIS WIFE,AND EMERY LEE COBB AND JOSEPHINE COBB, HIS WIFE, IN DEED RECORDED SEPTEMBER 19, 1952 IN BOOK 3212, PAGE 113, OFFICIAL RECORDS, DOCUMENT NO. 49174. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS UNDERNEATH THE SURFACE OF SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS OVER AND UPON THE SURFACE THEREOF FOR THE PURPOSE OF PROSPECTING, DRILLING FOR AND PRODUCING OIL, GAS AND/OR OTHER HYDROCARBONS SUBSTANCES AS RESERVED BY R. V. COBB AND RUTH E. COBB, HIS WIFE, AND E. L. COBB AND JOSEPHINE COBB, HIS WIFE, IN DEED RECORDED SEPTEMBER 22, 1952 IN BOOK 3212, PAGE 444, OFFICIAL RECORDS, DOCUMENT NO. 49410. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS,AS RESERVED BY HATTIE V. KING AND GEO.N. KING,HER HUSBAND, IN DEED RECORDED FEBRUARY 16, 1939 IN BOOK 1724, PAGE 379, OFFICIAL RECORDS. EXCEPTING THEREFROM ALL OIL, GAS, COAL, IRON, OR OTHER HYDROCARBONS, AND ANY URANIUM, THORIUM OR ANY OTHER MATERIALS DETERMINED PURSUANT TO SECTION 5 (B) 1 OF THE ATOMIC ENERGY ACT OF 1946(60 STAT. 761) TO BE PARTICULARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE MATERIAL CONTAINED IN WHATEVER CONCENTRATION, IN DEPOSITS ON, IN OR UNDER SAID LANDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL,AND GAS RIGHTS, AS RESERVED BY GREGORY RYAN AND PERNINA RYAN IN DEED RECORDED OCTOBER 5, 1976 IN BOOK 6669, PAGE 777 OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL,AND GAS RIGHTS, AS RESERVED BY MAYO RYAN AND KARLENE K. RYAN IN DEED RECORDED OCTOBER 5, 1976 IN BOOK 6669, PAGE 719 OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED INTEREST IN OIL,AND GAS RIGHTS, AS RESERVED BY MICHAEL J. RYAN, JR. AND BETTE JODELL RYAN IN DEED RECORDED OCTOBER 5, 1976 IN BOOK 6669, PAGE 768 OFFICIAL RECORDS. B-6 Luna Valley Project Reclamation Agreement C-22 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY C. W. CARSTENS AND DOROTHY H. CARSTENS, IN DEED RECORDED APRIL 25, 1962 IN BOOK 4711, PAGE 38, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS LYING IN, ON, AND UNDER SAID LAND,AS RESERVED BY VERA INEZ JACKSON,ET AL,IN DEED RECORDED JUNE 20, 1962, AS DOCUMENT NO. 48586, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES LYING UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF DRILLING SAME AS RESERVED BY MONA W.BUCKNER IN DEED RECORDED JANUARY 15, 1958 IN BOOK 4015, PAGE 401 OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS, AS RESERVED BY TOLBERT F. RUNNELS, IN DEED RECORDED JULY 30, 1963 IN BOOK 4889, PAGE 287, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA FOR STATE HIGHWAY PURPOSES, BY DEED RECORDED AUGUST 15, 1958 IN BOOK 4101, PAGE 571, OFFICIAL RECORDS, DOCUMENT NO. 51630. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN OIL, AND GAS RIGHTS,AS RESERVED BY MARVIN L. SMITH,AS TRUSTEE FOR RYAN FAMILY TRUSTS FIVE AND SIX, IN DEED RECORDED OCTOBER 6, 1976 IN BOOK 6669, PAGE 741, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND AS RESERVED IN THE DEED FROM ALBERT J. THONEN AND NELLIE B. THONEN, HUSBAND AND WIFE, TO MARVIN L. SMITH, AS TRUSTEE OF RYAN FAMILY TRUST FIVE, AS TO AN UNDIVIDED ONE-HALF INTEREST; AND MARVIN L. SMITH, AS TRUSTEE OF RYAN FAMILY TRUST SIX, AS TO AN UNDIVIDED ONE-HALF INTEREST, RECORDED OCTOBER 10, 1975, OFFICIAL RECORDS, DOCUMENT NO. 77134. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS AS RESERVED BY GLADYS WHEELER, IN DEED RECORDED NOVEMBER 2, 1963 IN BOOK 4931, PAGE 69, OFFICIAL RECORDS. ALSO EXCEPT AN UNDIVIDED ONE-HALF OF ALL THE MINERALS, GAS, OILS, PETROLEUM, NAPHTHA AND OTHER HYDROCARBON SUBSTANCES IN, ON OR UNDER SAID LAND,AS RESERVED IN THE DEED FROM LESLIE E. SMITH AND NOLA D. SMITH, HIS WIFE, RECORDED MAY 23, 1942 IN BOOK 2002, PAGE 177, OFFICIAL RECORDS. B-7 Luna Valley Project Reclamation Agreement C-23 ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL GAS, MINERALS AND OTHER HYDROCARBONS IN AND UNDERLYING SAID LAND, TOGETHER WITH ALL EASEMENTS AND RIGHTS NECESSARY FOR INGRESS AND EGRESS THEREOF FOR PRODUCTION, STORAGE, EXPLORATION, TESTING, ETC., AS RESERVED BY MELVILLE E. WILLSON COMPANY, IN DEED RECORDED APRIL 29, 1966, DOCUMENT NO. 32946, OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS SUBSTANCES IN AND UNDER SAID LAND AS RESERVED BY ELSIE B. STONE, IN DEED RECORDED DECEMBER 17, 1957 IN BOOK 4004,PAGE 514, OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS SUBSTANCES IN AND UNDER SAID LAND AS RESERVED BY JOHN L. REYBURN AND HAZEL REYBURN, IN DEED RECORDED JANUARY 9, 1958 IN BOOK 4012, PAGE 599, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS, OIL,GAS AND OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE SURFACE,WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY OR ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. PARCEL 3:NEW APN: 028-100-85 formerlyAPNS: 028-101-69,028-101-19,028-101-77,028- 101-15, 028-101-17 MERGED PARCEL AS DESCRIBED IN EXHIBIT "A" ATTACHED TO NOTICE OF MERGER VM 2109 RECORDED FEBRUARY 16,2022 AS INSTRUMENT NO.2022-0021058 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED IN THE DOCUMENT AS FOLLOWS: THAT PORTION OF SECTION 26, TOWNSHIP 15 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 1 IN SAID SECTION 26, ACCORDING TO THE MAP OF PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, RECORDED NOVEMBER 17, 1911 IN BOOK 7, PAGE 7, FRESNO COUNTY RECORDS, SAID CORNER BEING 30 FEET WEST AND 30 FEET SOUTH OF THE NORTHEAST CORNER OF SAID SECTION 26; THENCE SOUTH 000 56' 16" WEST, ALONG THE EAST LINE OF SAID LOT 1, A DISTANCE OF 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE 1) SOUTH 00° 56' 16"WEST, ALONG THE EAST LINE OF LOTS 1, 2, 3, 4 AND 5 IN SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 2899.78 FEET TO THE SOUTH LINE OF THE NORTH B-8 Luna Valley Project Reclamation Agreement C-24 HALF OF SAID LOT 5;THENCE 2)NORTH 88°49' 34"WEST,ALONG SAID SOUTH LINE, A DISTANCE OF 646. 76 FEET TO THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER OF SAID LOT 5; THENCE 3) SOUTH 00° 56' 09" WEST, ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 331.03 FEET TO A POINT ON THE NORTH LINE OF LOT 6 IN SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1; THENCE 4) SOUTH 88'49' 18"EAST, ALONG THE NORTH LINE OF SAID LOT 6, A DISTANCE OF 646.74 FEET TO THE NORTHEAST CORNER THEREOF; THENCE 5) SOUTH 00° 56' 16" WEST, ALONG THE EAST LINE OF LOTS 6, 7 AND 8 IN SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 1956.52 FEET TO THE SOUTHEAST CORNER OF SAID LOT 8; THENCE 6) NORTH 88° 48' 55" WEST, ALONG THE SOUTH LINE OF SAID LOT 8, A DISTANCE OF 1293.35 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE 7)NORTH 00° 56' 01"EAST, ALONG THE WEST LINE OF SAID LOTS 8 AND 7, A DISTANCE OF 1294.25 FEET TO THE SOUTHEAST CORNER OF LOT 11 IN SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1; THENCE 8) NORTH 88° 49' 1 0" WEST, ALONG THE SOUTH LINE OF SAID LOT 11, A DISTANCE OF 1293.44 FEET TO THE SOUTHWEST CORNER THEREOF,BEING ON THE EAST RIGHT OF WAY LINE OF 60' WIDE LOS ANGELES AVENUE; THENCE 9) NORTH 00° 55' 46" EAST, ALONG SAID EAST RIGHT OF WAY LINE AND ALONG THE WEST LINE OF LOTS 11, 12, 13, 14, 15 AND 16 IN SECTION 26 OF SAID PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, A DISTANCE OF 3892.47 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND 50.00 FEET SOUTH OF THE NORTH LINE OF SAID LOT 16; THENCE 10) SOUTH 880 49' 56" EAST, ALONG SAID PARALLEL LINE AND ITS EASTERLY PROLONGATION, A DISTANCE OF 2587.44 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS, PETROLEUM, PETROLEUM PRODUCTS, HYDROCARBON SUBSTANCES AND ANY OTHER MINERALS IN,UPON OR UNDER SAID PREMISES,AS RESERVED IN THE DEED FROM JOHN COOPER HUNTINGTON AND KATHRYN R. HUNTINGTON, HIS WIFE, TO MURIETTA FARMS COMPANY, A CORPORATION DATED MARCH 16, 1949, RECORDED MARCH 24, 1949 AS DOCUMENT NO. 14680 IN BOOK 2721, PAGE 484, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER THE PROPERTY, WITH THE RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS B-9 Luna Valley Project Reclamation Agreement C-25 OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS, OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED, EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OR ITS SUCCESSORS OR ASSIGNS, AS RESERVED IN THE DEED FROM KRIESANT OPERATING COMPANY, INCORPORATED, RECORDED APRIL 04, 1988 AS DOCUMENT NO. 88035714, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER THE PROPERTY,WITH THE RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME,AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS, OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED, EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OR ITS SUCCESSORS OR ASSIGNS, AS RESERVED IN THE DEED FROM KRIESANT OPERATING COMPANY,INCORPORATED,RECORDED APRIL 04, 1988 AS DOCUMENT NO. 88035715, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW OR AT ANY TIME HEREAFTER SITUATE THEREIN AND THEREUNDER AS RESERVED IN THE DEED FROM DORA E. CARLSON, DORIS L. WILD AND DORIS L. WILD,AS TRUSTEE UNDER THE LAST WILL AND TESTAMENT OF M. K. WILD, DECEASED, TO KRIESANT OPERATING COMPANY, INCORPORATED, DATED JUNE 13, 1962, RECORDED DUNE 21, 1962 AS DOCUMENT NO. 48898 IN BOOK 4732, PAGE 817, OFFICIAL RECORDS. ALSO EXCEPTING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN, ON OR UNDER SAID LAND, AS RESERVED IN THE DEED FROM THOMAS A. DILBECK, A WIDOWER TO MURIETTA FARMS COMPANY, A CORPORATION, RECORDED NOVEMBER 30, 1956 AS DOCUMENT NO. 83193 IN BOOK 3851, PAGE 9, OFFICIAL RECORDS. ALSO EXCEPT ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS IN AND UNDER THE PROPERTY, AS RESERVED IN THE DEED FROM HARRY A. ATKINS AND IDA E. ATKINS, HUSBAND AND WIFE, TO KRIESANT B-10 Luna Valley Project Reclamation Agreement C-26 OPERATING COMPANY, A CORPORATION, DATED APRIL 13, 1962, RECORDED MAY 03, 1962 AS DOCUMENT NO. 36011, OFFICIAL RECORDS. ALSO EXCEPT ONE-HALF OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS IN AND UNDER THE PROPERTY, AS RESERVED IN THE DEED FROM FAYE L. BARKELEW AND MARIE E. BUCK BURSILL,ALSO KNOWN AS MARIE BUCK BURSILL, TO KRIESANT OPERATING COMPANY, A CORPORATION, DATED MAY 09, 1962, RECORDED MAY 21, 1962 AS DOCUMENT NO. 40834, OFFICIAL RECORDS. ALSO EXCEPT ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LOCATED IN,UNDER AND UPON THE PROPERTY, TOGETHER WITH THE RIGHT TO GO UPON SAID PROPERTY AT ANY TIME HEREAFTER FOR THE PURPOSE OF DEVELOPING AND EXTRACTING OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES FROM SAID LAND, AND TO ERECT AND CONSTRUCT UPON SAID LAND ANY AND ALL EQUIPMENT, DERRICKS, TELEPHONE AND TELEGRAPH LINES, STORAGE TANKS, AND ANY AND ALL THINGS NECESSARY OR INCIDENTAL TO THE EXPLORATION AND DEVELOPMENT OF SAID LAND FOR OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS, TOGETHER WITH THE RIGHTS OF WAY FOR PASSAGE OVER, UPON AND ACROSS, AND EGRESS AND INGRESS TO AND FROM SAID LAND FOR ANY AND ALL OF THE ABOVE PURPOSES, AS RESERVED IN THE DEED DATED NOVEMBER 20, 1962 FROM ESTHER W. BOORMAN TO KRIESANT OPERATING COMPANY, INCORPORATED, RECORDED DECEMBER 12, 1962 AS DOCUMENT NO. 95987, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ALL INTEREST IN AND TO ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTRANCES THAT ARE MORE THAN 500 FEET BELOW THE SURFACE, WITH NO RIGHTS TO USE OR ACCESS THE SURFACE OF THE PROPERTY OR ANY SUBSURFACE AREA WITHIN 500 FEET OF THE SURFACE OF THE PROPERTY, AS RESERVED BY WESTLANDS WATER DISTRICT, A PUBLIC AGENCY IN GRANT DEED RECORDED OCTOBER 26, 2023, INSTRUMENT NO. 2023-0099567 OF OFFICIAL RECORDS. B-11 Luna Valley Project Reclamation Agreement C-27 SECRETARY'S CERTIFICATE LUNA VALLEY LAND HOLDINGS LLC I, Jennifer Hein do hereby certify that I am the duly appointed and acting Secretary of Luna Valley Land Holdings LLC (the "Company"), a Delaware limited liability company, and, as such, I do hereby further certify on behalf of the Company, that: 1. The individuals listed on the attached Exhibit A hold the offices set forth opposite their respective names. 2. The signatures set forth opposite their names are their true signatures. IN WITNESS WHEREOF, I have hereunto set my hand this loth day of October, 2023. fr Jennife ein Secretary Luna Valley Project Reclamation Agreement C-28 Exhibit"A" Title Signature JML-- Craig Cornelius President Steven Ryder Vice President C Daniel Summa Vice President John K. Martinez Vice President John Woody Vice President Luna Valley Project Reclamation Agreement C-29 INCUMBENCYCERTIFICATE LUNA VALLEY SOLAR I, LLC I, Jennifer Hein do hereby certify that I am the duly appointed and acting Secretary of Luna Valley Solar I, LLC (the "Company"), a Delaware limited liability company, and, as such, I do hereby further certify on behalf of the Company, that: 1. The individuals listed on the attached Exhibit A hold the offices set forth opposite their respective names. 2. The signatures set forth opposite their names are their true signatures. IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of April, 2024. YA�— Jennifer Hein Secretary Exhibit"A" Title Signature JEL-- Craig Cornelius President Steven Ryder Vice President C Daniel Summa Vice President John K. Martinez Vice President John Woody Vice President