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Home My WebLink AboutAgreement A-24-703 - Reclamation Agreement (2).pdf Agreement No. 24-703 24-1278 1 RPCA SOLAR 8, LLC PROJECT RECLAMATION AGREEMENT 2 3 This RPCA SOLAR 8, LLC PROJECT RECLAMATION AGREEMENT ("Agreement") 4 is entered into this 17th day of December, 2024 ("Effective Date"), by and between the 5 COUNTY OF FRESNO, a political subdivision of the State of California ("COUNTY"), and 6 RPCA SOLAR 8, LLC, a California limited liability company ("APPLICANT"), each a "Party" 7 and collectively, the "Parties." 8 RECITALS: 9 A. On June 27, 2024, pursuant to County Resolution No. 13045, subject to the conditions, 10 mitigation measures, and project notes listed therein, the COUNTY's Planning 11 Commission, under the California Environmental Quality Act (California Public 12 Resources Code, Division 13, section 21000 et seq.), including the implementing CEQA 13 Guidelines thereunder (Title 14, Division 6, Chapter 3, California Code of Regulations, 14 section 15000 et seq.), approved an Initial Study and Mitigated Negative Declaration 15 ("IS/MND") No. 8403 for the RPCA Althea Solar Energy Project and approved and 16 issued to APPLICANT Unclassified Conditional Use Permit ("CUP") No. 3764. The 17 approved IS/MND No. 8403 and such approved and issued CUP No. 3764 are 18 collectively referred to herein as the "Approvals." 19 B. As condition no. 5 of the Approvals, COUNTY's Planning Commission required 20 APPLICANT's compliance with "the Draft Reclamation Plan as submitted to the 21 Planning Commission and prepared for the decommissioning of the facility when 22 operation ceases." The reclamation plan identified by the Planning Commission is dated 23 February 27, 2024. The same condition of the Approvals allows APPLICANT to make 24 "[r]easonable modifications" to the submitted reclamation plan "to address changes of 25 scope and configuration of the final Site Plan and improvements," but requires that the 26 reclamation plan "be reviewed and approved as final by the County of Fresno, 27 Department of Public Works and Planning ["Department"] prior to the issuance of any 28 development permits." 104867\17656589vt 1 of 35 1 C. APPLICANT submitted to the Department a proposed final draft reclamation plan, 2 including modifications thereto, which was approved by Director of Public Works and 3 Planning or such Director's designee (collectively, the "Director") on July 14, 2024 4 (collectively, such proposed final draft reclamation plan and modifications thereto are 5 the "Reclamation Plan"). 6 D. A true and complete copy of the Reclamation Plan is attached hereto and incorporated 7 herein by reference as Exhibit A. 8 E. The Approvals and Reclamation Plan describe a project consisting of an approximately 9 11,153.7-kilowatt solar photovoltaic generation facility and supporting electrical 10 infrastructure (collectively, the "Project"). APPLICANT represents to COUNTY that the 11 Project described herein will be fully capable, once completed according to its 12 manufacturer's specifications, of independent operation and of supplying power to the 13 power grid. 14 F. The Project will be situated on and within on an approximately 40-acre portion of an 15 approximately 59.5-acre parcel of real property, identified in the Approvals, generally 16 located on the northwest corner of W. Athena Ave. and N. Russell Ave., approximately 17 9.17-miles west from the City of Firebaugh in unincorporated Fresno County, as more 18 particularly shown on Exhibit B, attached hereto and incorporated herein by reference 19 solely for the purpose of illustrating the location of the Project. 20 G. Generally, the Reclamation Plan states that, at the end of its expected 35-year useful 21 life, the Project would be decommissioned and dismantled, and the Project site restored 22 to an agricultural use-ready condition in accordance with all applicable codes and 23 regulations. 24 H. The Project will be the parcel commonly referred to as 48054 W. Althea Ave., 25 Firebaugh, CA and by Assessor's Parcel Number ("APN") 004-120-02, as more 26 particularly described on Exhibit B-1, attached hereto and incorporated herein by 27 reference. The property described in Exhibit B-1 is referred to herein as the "Property." 28 RPCA Solar 8, LLC Project Reclamation Agreement 2of35 1 I. APPLICANT represents to COUNTY that fee title to the Property was vested in Randall 2 S. Miles and Earlynn R. Miles, individuals, (collectively "Property Owner") by Grant 3 Deed from Mamie J. Miles, recorded in the Official Records of the County of Fresno on 4 February 22, 1994 at 4:00 PM as Instrument No. 94028414. 5 J. APPLICANT's only right to use the Property for the purposes of the Project is 6 established by that certain Amended & Restated Lease Agreement (Phase I Parcel), 7 dated January 4, 2024, and that certain Amended & Restated Lease Agreement (Phase 8 II Parcel), dated January 4, 2024, as reflected by the Memorandum of Lease dated 9 August 10, 2023 by and between Property Owner and APPLICANT and recorded 10 November 20, 2023 as Instrument No. 2023-0107092 in the Official Records of the 11 County of Fresno. Collectively, the three foregoing documents referenced in this Recital 12 J are the "Solar Facility Lease Agreement." 13 K. As a further condition of the Approvals, the Planning Commission required that, prior to 14 the issuance of any permit(s) for grading or development (and the Parties agree that 15 development includes construction or building), relating to the Project (collectively, 16 "Grading or Development Permits"), APPLICANT must enter into a reclamation 17 agreement with COUNTY to secure APPLICANT's obligations to "(1) decommission, 18 dismantle, and remove the project and reclaim the site to its pre-project condition in 19 accordance with the approved Reclamation Plan, and (2) maintain a financial assurance 20 to the County of Fresno, to secure the project owner's obligations under the reclamation 21 agreement, in an amount sufficient to cover the costs of performing such obligations." 22 L. To secure APPLICANT's faithful performance of all of its obligations under the 23 Reclamation Plan, the Planning Commission further required APPLICANT to maintain 24 a financial assurance "in the form of cash and maintained through an escrow 25 arrangement acceptable to the County of Fresno." The amount of this Cash Security 26 (defined in Section 2(a) below) "shall (1) initially cover the project owner's cost of 27 performing its obligations under the reclamation agreement..., based on the final County 28 of Fresno-approved design of the project, which cost estimate shall be provided by the RPCA Solar 8, LLC Project Reclamation Agreement 3of35 1 project owner to the County of Fresno, and be subject to approval by the County of 2 Fresno, and (2) be automatically increased annually, due to increases in costs, using 3 the Engineering News-Record construction cost index." 4 M. APPLICANT shall make the deposits of the Cash Security into an escrow account, as 5 required herein, which shall be (i) in the initial minimum amount equal to the licensed 6 professional engineer's written cost estimate, which is six-hundred and seventy-eight 7 thousand, five-hundred and fifty, and no/100 dollars ($678,550.00) ("Initial 8 Minimum Deposit"), plus such annual increases reflecting increased construction 9 costs reflected in the Engineering News-Record ("ENR") construction cost index and 10 each such subsequent deposit by APPLICANT shall be without the requirement of any 11 demand or notice by COUNTY, (ii) subject to an Escrow Agreement (defined below), in 12 a form and substance satisfactory to COUNTY as provided in this Agreement, among 13 COUNTY, APPLICANT, and a financial institution having minimum Federal Deposit 14 Insurance Corporation (FDIC) insurance coverage under this Agreement, and (iii) the 15 initial amount of such deposit shall be in compliance with this Agreement and the 16 Escrow Agreement prior to COUNTY's issuance of any Grading or Development 17 Permits. 18 N. APPLICANT represents to COUNTY that APPLICANT intends to diligently undertake 19 and complete construction of the Project. 20 O. The Parties agree that fairness and sound fiscal policy require that APPLICANT, as the 21 person or entity receiving the benefits of any land use approval, should also bear the 22 burden of the liability for decommissioning and dismantling the Project, and restoring 23 the Project site to an agricultural use-ready condition in accordance with all applicable 24 codes and regulations. 25 In consideration of the foregoing facts and circumstances, and for good and valuable 26 consideration, the sufficiency of which is acknowledged and as having been received, the 27 Parties hereby agree as follows: 28 RPCA Solar 8, LLC Project Reclamation Agreement 4of35 1 1. APPLICANT'S OBLIGATIONS. 2 (a) Compliance with Reclamation Plan. 3 APPLICANT agrees that all of APPLICANT's activities set forth in the Reclamation Plan 4 with respect to the Project shall be deemed as requirements of APPLICANT under this 5 Agreement and are enforceable by COUNTY under the terms and conditions of this 6 Agreement. APPLICANT shall, at its own cost, fully perform and comply with all of the 7 provisions of the Reclamation Plan, including without limitation the sections entitled 8 "Decommissioning of the Facility" and "Cost of Decommissioning" thereof with respect to the 9 Project, and decommission, dismantle, and remove the entire Project, and reclaim all of the 10 Property to its pre-Project condition as an agricultural use-ready condition in accordance with 11 all applicable codes and regulations pursuant to the Reclamation Plan (collectively, 12 "Reclamation") within twelve (12) months of the earliest to occur of any of the following, as 13 reasonably determined by the Director: (i) there has not been substantial development of the 14 Project within two (2) years following the COUNTY's Planning Commission's approval of, and 15 issuance to APPLICANT, CUP No. 3764; (ii) the Project, or a substantial portion thereof, has 16 not, following completion of construction of the Project, or any phase thereof (should 17 APPLICANT elect to undertake the Project in phases pursuant to subsection 2(e) of this 18 Agreement ), produced electricity for at least six (6) consecutive months within a twelve (12) 19 month period, or for three hundred sixty five (365) non-consecutive calendar days within any 20 twenty four (24) month period, during the term of this Agreement; (iii) the expiration or early 21 termination of CUP No. 3764 pursuant to County laws and regulations; or (iv) thirty-five (35) 22 years from the commencement of operation of the Project, or any phase thereof (should 23 APPLICANT elect to undertake the Project in phases pursuant to subsection 2(e) of this 24 Agreement) (each, an "Event of Project Cessation"). If there are any inconsistencies 25 between the terms and conditions of this Agreement (excluding the Reclamation Plan) and the 26 provisions of the Reclamation Plan with respect to the Project and/or the Property, such 27 inconsistencies shall be resolved by giving precedence to the terms and conditions of this 28 RPCA Solar 8, LLC Project Reclamation Agreement 5of35 1 Agreement (excluding the Reclamation Plan) over the provisions of the Reclamation Plan with 2 respect to the Project and/or the Property. 3 (b) Notice to COUNTY. 4 (i) APPLICANT shall, within thirty (30) calendar days following 5 completion of construction of the Project, provide written notice thereof to COUNTY pursuant 6 to Section 5 of this Agreement accompanied by a complete as-built site plan of the Project in 7 paper and digital Portable Document Format "PDF" or other format acceptable to COUNTY, 8 setting forth each location of the actually-constructed Project, provided however, 9 APPLICANT's failure to provide or delay in providing such notice, or as-built site plan to 10 COUNTY shall not prohibit COUNTY from exercising its rights and remedies under this 11 Agreement. 12 (ii) APPLICANT shall provide written notice to COUNTY pursuant to 13 Section 5 of this Agreement within ten (10) calendar days following the occurrence of any 14 Event of Project Cessation, provided however, the failure of APPLICANT to provide or delay 15 in providing such notice shall not prohibit COUNTY from exercising its rights and remedies 16 under this Agreement. 17 In addition to the foregoing paragraph, upon COUNTY's written request to APPLICANT, 18 which shall be made in the manner for providing notice pursuant to Section 5 of this 19 Agreement, concerning whether there is any Event of Project Cessation, APPLICANT shall, 20 not later than ten (10) calendar days after receipt of such request, provide written responsive 21 notice to COUNTY pursuant to Section 5 of this Agreement, which responsive notice shall be 22 accompanied by copies of, or electronic links to, the records, so requested by COUNTY, 23 concerning the status of the Project's development, and of the Project's operation and 24 electricity production. APPLICANT shall retain and maintain such records for a minimum of 25 five (5) years from their creation. 26 27 28 RPCA Solar 8, LLC Project Reclamation Agreement 6of35 1 (c) Time is of the Essence. 2 It is understood that time is of the essence in the performance of all obligations under 3 this Agreement and the Reclamation Plan. Any reference in this Agreement to "business days" 4 shall mean COUNTY's business days. 5 (d) Pre-condition to Grading or Development Permits. 6 Prior to APPLICANT obtaining any further Grading or Development Permits from 7 COUNTY with respect to the Project, or any portion thereof, the following shall have occurred 8 to COUNTY's satisfaction: pursuant to subsection 2(b) of this Agreement, (1) APPLICANT, 9 COUNTY, and the Escrow Agent (as defined in subsection 2(a) of this Agreement), have 10 entered into an Escrow Agreement (as defined in subsection 2(a) of this Agreement), and 11 APPLICANT has delivered such fully-executed Escrow Agreement to COUNTY, and (2) by the 12 terms of the Escrow Agreement, APPLICANT has irrevocably delivered to the Escrow Agent 13 the initial amount of the Cash Security for the Escrow Agreement, which shall be in the amount 14 of the Initial Minimum Deposit (as defined in Recital N of this Agreement) for the Project, and, 15 the Escrow Agent has given COUNTY written confirmation of the Escrow Agent's receipt of 16 such Initial Minimum Deposit; and (ii) pursuant to Section 7 of this Agreement, the Recordation 17 of the Easement (as defined in Section 7 of this Agreement) has occurred, as provided by and 18 in compliance with Section 7 of this Agreement. 19 2. SECURITY FOR APPLICANT'S OBLIGATIONS. 20 (a) Definitions. 21 "Cash Security" means and includes all of the then-current amount of the cash, which 22 shall be in immediately available United States currency ("US Currency"), or any portion 23 thereof, including APPLICANT's initial deposit of the cash pursuant to Section 2 of this 24 Agreement, and any annual increases of such cash as a result of any interest income earned 25 on the Cash Security or as a result of any additional cash deposits required by this Agreement, 26 all as to be held on deposit by the Escrow Agent for the sole benefit of the County under the 27 Escrow Agreement, less any County drawings of the Cash Security under the Escrow 28 Agreement. RPCA Solar 8, LLC Project Reclamation Agreement 7of35 1 "Escrow Agent" means a financial institution, appointed jointly by APPLICANT and 2 COUNTY (or otherwise, if necessary, by a court of competent jurisdiction), that receives the 3 Cash Security from APPLICANT, and is authorized under the Escrow Agreement to hold the 4 Cash Security, and to disburse the Cash Security to COUNTY upon COUNTY's drawing 5 thereunder. APPLICANT and COUNTY propose to jointly appoint United Security Bank, a 6 state chartered bank in California, as the initial Escrow Agent. 7 "Escrow Agreement" means an agreement by and among APPLICANT, COUNTY, 8 and the Escrow Agent, which is the arrangement by which APPLICANT irrevocably deposits 9 the Cash Security with the Escrow Agent, and by which there are any annual increases of such 10 cash as a result of any interest income earned on the Cash Security or as a result of any 11 additional cash deposits required by this Agreement, and which increases and additional cash 12 deposits are deemed irrevocable once increased or deposited, as applicable, for the sole 13 benefit of COUNTY, to enable APPLICANT to secure its faithful performance of all of its 14 obligations under this Agreement. 15 (b) Cash Security. 16 As security to COUNTY for APPLICANT's faithful performance of all of its obligations 17 to comply with the Reclamation Plan and the terms and conditions of this Agreement, 18 APPLICANT shall, and shall cause an Escrow Agent to, not later than five (5) business days 19 subsequent to the execution of this Agreement by the Parties, enter into an Escrow Agreement 20 among APPLICANT, COUNTY, and the Escrow Agent. Within three (3) business days 21 following APPLICANT's, COUNTY's, and the Escrow Agent's execution of such Escrow 22 Agreement, APPLICANT shall irrevocably deliver to the Escrow Agent the initial amount of the 23 Cash Security for the Escrow Agreement, which shall be in the amount of the Initial Minimum 24 Deposit (as defined in Recital M of this Agreement) for the Project. The amount of the Cash 25 Security is not a limitation on APPLICANT's obligations under this Agreement or the 26 Reclamation Plan. 27 Not later than December 1, 2025, and December 1 of each year following the Effective 28 Date hereof, APPLICANT shall, without the requirement of any demand or notice by COUNTY, RPCA Solar 8, LLC Project Reclamation Agreement 8of35 1 deposit additional cash necessary to cause the Cash Security to be increased by a percentage 2 equal to any annual increase in construction costs reflected in the ENR construction cost index 3 from October 1 of the previous year to October 1 of the then-current year. As of the Effective 4 Date, the ENR construction cost index is available at the following Web address: ENR.com 5 As an example, assuming there is an annual increase in construction costs for 2025 6 (i.e., the first year following COUNTY's approval of the licensed professional engineer's written 7 cost estimate), if the ENR construction cost index for the period of October 1, 2024 (i.e., for 8 the previous year) through October 1, 2025 (i.e., for the then current year) reflects a 3.5% 9 increase in the cost of construction for 2024, APPLICANT would be required, by December 1, 10 2025, to deposit into the Cash Security an amount equal to 3.5% of the then total Cash 11 Security. Such calculations shall be made as if APPLICANT timely deposited the total amount 12 of the Initial Minimum Deposit (as defined in Recital M of this Agreement). 13 Notwithstanding anything to the contrary in the foregoing two paragraphs, should 14 APPLICANT undertake the construction of the Project in phases pursuant to subsection 2(e) 15 of this Agreement, APPLICANT may defer payment of interest on any unpaid amount of the 16 Cash Security ("Accrued Interest") until payment of the initial attributable reclamation cost for 17 that phase discussed in subsection 2(e) below. In no event does deferral of payment of the 18 Accrued Interest relieve APPLICANT of its obligation to make such payments. 19 If the ENR construction cost index reflects a decline in construction costs for the one- 20 year period described above, the APPLICANT shall not be permitted to withdraw from the 21 Cash Security or to credit that decline against the Cash Security or any future increases in the 22 Cash Security. 23 APPLICANT shall notify COUNTY as provided in Section 5 of this Agreement, with a 24 report stating the amount by which APPLICANT increased the Cash Security, supported by 25 the calculation of such increase with reference to the ENR construction cost index, or no 26 change in the Cash Security, supported by the calculation of such decrease or no change with 27 reference to the ENR construction cost index, not later than January 15 of the year following 28 the increase or no change in the Cash Security, as applicable, provided however that, if such RPCA Solar 8, LLC Project Reclamation Agreement 9of35 1 construction cost information is not available, then APPLICANT shall provide notice of such 2 unavailability to COUNTY, including any reasonably-estimated date of such availability if such 3 estimated date is available to APPLICANT and continue to reasonably keep COUNTY so 4 informed if such information continues to be unavailable for more than fifteen (15) calendar 5 days after such notice, and in any event APPLICANT shall promptly provide such information 6 once it becomes available, provided further however, if such information is unavailable for 7 forty-five (45) more calendar days after such notice, and if the Director, in his or her sole and 8 absolute judgment, determines that the ENR construction cost index is no longer available 9 during the term of this Agreement, the Director may, in his or her sole and absolute discretion, 10 replace the ENR construction cost index with another, comparable construction cost index 11 retroactive to the last date that the ENR construction cost index was available, as the Director 12 may determine in his or her sole and absolute judgment, without necessity of any amendment 13 or modification to this Agreement, by notifying APPLICANT as provided in Section 5 of this 14 Agreement, and APPLICANT shall use such replacement comparable construction cost index 15 for purposes of this subsection 2(b). The provisions of this paragraph shall apply to any 16 replacement construction cost index. 17 (c) Escrow Agreement. 18 The Escrow Agreement shall be in a form and substance acceptable to COUNTY. The 19 Escrow Agent shall be acceptable to COUNTY. Without limiting the generality of the foregoing 20 requirements of the Escrow Agreement and Escrow Agent, APPLICANT shall, and shall cause 21 the Escrow Agent to, enter into an Escrow Agreement among APPLICANT, COUNTY and the 22 Escrow Agent in compliance with the following major requirements of the Escrow Agreement, 23 which major requirements are not an exhaustive list of requirements for the Escrow 24 Agreement: 25 (1) As provided in subsection 2(b) of this Agreement, APPLICANT shall irrevocably deliver 26 to the Escrow Agent the Initial Minimum Deposit (as defined in Recital M of this 27 Agreement), in US Currency, as the initial Cash Security for the exclusive purposes of 28 the Escrow Agreement. The Escrow Agent shall receive, and upon receipt immediately RPCA Solar 8, LLC Project Reclamation Agreement 10 of 35 1 deposit, and hold the Cash Security only in a savings deposit account of the Escrow 2 Agent for the exclusive purposes of the Escrow Agreement. APPLICANT acknowledges 3 and agrees that a savings deposit account does not include a money market account, 4 a certificate of deposit, or any account which is not immediately liquid. The Escrow 5 Agent shall cause the Cash Security, while on deposit with the Escrow Agent under the 6 Escrow Agreement, to be (i) interest-bearing, at a savings deposit rate available to 7 members of the public, and (ii) fully insured by the FDIC up to the lesser of (1) the 8 amount of the Cash Security while on deposit with the Escrow Agent under the Escrow 9 Agreement, or (2) the then-current maximum FDIC insurance coverage available for an 10 FDIC-insured deposit account. The Cash Security shall be maintained by the Escrow 11 Agent as a separate savings deposit account with its own ownership classification as 12 being for the sole benefit of COUNTY, which savings deposit account shall be distinct 13 from any and all other accounts or funds of the APPLICANT that might be maintained 14 or held by the Escrow Agent or its parent or affiliates, to ensure that the maximum FDIC 15 insurance coverage available for an FDIC-insured deposit account shall apply to the 16 Cash Security. COUNTY shall not have any liability, either directly or indirectly, in 17 respect of any loss of any principal of, or any earnings on, the Cash Security, or any 18 failure of the Escrow Agent to obtain earnings on the Cash Security. 19 (2) Any annual increases of the Cash Security as a result of the additional cash deposits 20 required by this Agreement shall be US Currency for the exclusive purposes of the 21 Escrow Agreement. 22 (3) Any annual increases of the Cash Security as a result of any interest income earned on 23 the Cash Security or as a result of the additional cash deposits required by this 24 Agreement are deemed irrevocable once increased or deposited, as applicable. 25 (4) The Applicant, including its successors or assigns or anyone claiming through the 26 Applicant, shall not have any rights whatsoever to use, control, or access, either directly 27 or indirectly, or withdraw any funds from or borrow against the Cash Security, or to 28 make any other demand of the Escrow Agent or the County with respect to the Cash RPCA Solar 8, LLC Project Reclamation Agreement 11 of 35 1 Security. 2 (5) APPLICANT shall promise, covenant, and warrant to COUNTY and the Escrow Agent 3 that the Cash Security is not and shall not at any time be subject to any attachments, 4 seizures, garnishments, pledges, liens, encumbrances, levies, security interests, claims 5 of any creditors, or writs, or court orders, judgments or decrees, of threat of any of the 6 foregoing, all of which shall be of every nature whatsoever; and if any such conditions 7 occur or are threatened, APPLICANT shall, to COUNTY's and the Escrow Agent's 8 satisfaction, immediately remove, cure, or satisfy such conditions or threatened 9 conditions, which may include the APPLICANT's deposit of an equal amount thereof of 10 replacement funds into the Cash Security, which replacement funds shall satisfy the 11 requirements of this subsection 2(c)(5), and promptly give the COUNTY and the Escrow 12 Agent notice of such deposit. In the event of any such deposit of replacement funds by 13 the APPLICANT into the savings account for the Cash Security, and the APPLICANT's 14 prompt notice thereof, including the specific source of replacement funds and 15 assurance that such replacement funds satisfy this Agreement and the Escrow 16 Agreement, given to the COUNTY and the Escrow Agent, the COUNTY shall promptly 17 give notice to the APPLICANT and the Escrow Agent whether such replacement deposit 18 of funds is acceptable to the COUNTY, and the Escrow Agent shall promptly give notice 19 to the COUNTY and the APPLICANT whether such replacement deposit of funds is 20 acceptable to the Escrow Agent, and if both the COUNTY and the Escrow Agent so 21 accept, then the Escrow Agent shall promptly thereafter return to the APPLICANT the 22 funds so substituted, provided however, such notice given by the COUNTY shall not 23 preclude the COUNTY from enforcing the requirements of this Agreement and the 24 Escrow Agreement if such replacement deposit of funds is subsequently determined 25 not to satisfy this Agreement or the Escrow Agreement. 26 (6) Upon COUNTY's presentation of its instructions for drawing upon the Cash Security to 27 the Escrow Agent, under the Escrow Agreement, the Escrow Agent shall, solely by 28 examining the face of COUNTY's drawing instructions for compliance with the RPCA Solar 8, LLC Project Reclamation Agreement 12 of 35 1 requirements in the Escrow Agreement for making drawings, pay COUNTY according 2 to the terms of such COUNTY drawing in immediately available US Currency up to the 3 then-current amount of the Cash Security within three (3) business days of such 4 presentation to the Escrow Agent. The COUNTY's place of presentation of its written 5 instructions for drawing upon the Escrow Funds to the Escrow Agent shall be at a 6 location or locations reasonably accessible to COUNTY, one of which location shall be 7 in the City of Fresno. Partial and multiple drawings, or a single drawing, by COUNTY 8 upon the Cash Security, up to the then-current amount of the Cash Security, shall be 9 permitted under the Escrow Agreement. Within one (1) business day after COUNTY's 10 receipt of any drawing, COUNTY shall give written notice thereof to APPLICANT. 11 (7) APPLICANT shall promise, covenant, and warrant to COUNTY and the Escrow Agent 12 that if COUNTY attempts to draw upon, or draws upon, the Cash Security, APPLICANT 13 (including APPLICANT's successors or assigns, or anyone claiming through 14 APPLICANT, or any other persons, firms, or entities acting at the direction, or under the 15 authority, of APPLICANT) shall not in any way whatsoever, either directly or indirectly, 16 defeat, interfere with, obstruct, or cause delay to said right of COUNTY to do so, 17 including, without limitation, demanding the Escrow Agent not to honor or pay COUNTY 18 on any draw upon the Cash Security, or taking any legal action against COUNTY and/or 19 the Escrow Agent, including the Escrow Funds, to stay, enjoin, or prevent COUNTY 20 from drawing upon the Cash Security, or taking any legal action against the COUNTY 21 and/or the Escrow Agent, including the Escrow Funds, to seek to suspend, invalidate, 22 make unenforceable, or terminate the Escrow Agreement, provided however, nothing 23 in this subsection 2(c)(7) precludes APPLICANT from any subsequent legal action 24 against COUNTY, after COUNTY has made a drawing upon the Escrow Funds and 25 actually received the drawn funds, on the ground that such drawing violated the 26 Reclamation Agreement, provided further however, COUNTY shall not be precluded 27 from brining any cross-action against APPLICANT relating to same. 28 (8) The Escrow Agreement shall have requirements regarding APPLICANT's obligations RPCA Solar 8, LLC Project Reclamation Agreement 13 of 35 1 for indemnifying and defending COUNTY and the Escrow Agent, the Escrow Agent's 2 compensation which shall be payable solely and directly by APPLICANT with funds 3 other than the Cash Security, and COUNTY's right to receive and have immediate 4 access to reports of all account activities, including, without limitation, interest income 5 on, and disbursements of, the Cash Security, all of which requirements shall be 6 acceptable to COUNTY. 7 (9) COUNTY shall have the right, based upon its determination, to give the Escrow Agent 8 and APPLICANT notice that (i) all of the Cash Security has, according to the terms and 9 conditions of the Escrow Agreement, been paid to COUNTY, or (ii) the Cash Security 10 no longer is needed by COUNTY, and in the event that there is, to COUNTY's 11 knowledge, any remaining Cash Security at the time of such notice, COUNTY's notice 12 shall state that COUNTY releases its interest under the Escrow Agreement in such 13 remaining Cash Security. 14 (d) Replacement Escrow Agreement. 15 If APPLICANT has not completed the performance of all obligations under this 16 Agreement, as determined by COUNTY, the termination of an Escrow Agreement, shall not, 17 by itself, be a limitation on or otherwise affect APPLICANT's obligations to maintain the Cash 18 Security under an Escrow Agreement, as required herein. APPLICANT shall always cause the 19 Cash Security to be maintained by the Escrow Agent under an Escrow Agreement, as provided 20 herein, or under any replacement Escrow Agreement to be maintained by any new Escrow 21 Agent, as provided herein, without interruption in coverage, so that APPLICANT's performance 22 of its obligations under this Agreement are continuously secured by a Cash Security with an 23 Escrow Agent or new Escrow Agent, either by an Escrow Agreement or a replacement Escrow 24 Agreement, respectively, during the term of this Agreement. The requirements under this 25 Agreement for an Escrow Agreement shall apply to any replacement Escrow Agreement, and 26 the requirements under this Agreement for the Escrow Agent shall apply to any new Escrow 27 Agent. In the event that there should be a need for a replacement Escrow Agreement, the 28 determination whether a proposed replacement Escrow Agreement is acceptable to COUNTY, RPCA Solar 8, LLC Project Reclamation Agreement 14 of 35 1 COUNTY may consider whether the proposed replacement Escrow Agreement complies 2 substantially with the form and substance of the then-current Escrow Agreement. 3 (e) Optional Phasing of Construction 4 Notwithstanding any contrary provisions of Section 2(b), provided that there is not an 5 uncured Event of Default, COUNTY will permit APPLICANT to construct the Project in up to 6 two (2) phases, consisting of the following, in the following order, and subject to the following 7 requirements: 8 (1) First, "Phase I" shall consist of a solar photovoltaic array on a 9 portion of the Property, with an estimated production capacity of 6,313.14 kilowatts of direct 10 current electrical power (5,000.00 kilowatts of alternating current) and associated 11 infrastructure, to which phase the attributable reclamation cost is three-hundred and eighty- 12 four thousand, sixty-eight, and 19/100 dollars ($384,048.19). 13 (2) Second, "Phase 11" shall consist of a solar photovoltaic array on a 14 portion of the Property, with an estimated production capacity of 4,840.56 kilowatts of direct 15 current electrical power (3,875.00 kilowatts of alternating current), to which phase the 16 attributable reclamation cost is two-hundred and ninety-four thousand, four-hundred and 17 eighty-one and 81/100 dollars ($294,481.81). 18 Prior to APPLICANT obtaining any further Grading or Development Permits from 19 COUNTY with respect to any phase, (1) APPLICANT, COUNTY, and the Escrow Agent (as 20 defined in subsection 2(a) of this Agreement), have entered into an Escrow Agreement (as 21 defined in subsection 2(a) of this Agreement), and APPLICANT has delivered such fully- 22 executed Escrow Agreement to COUNTY, (2) by the terms of the Escrow Agreement, 23 APPLICANT has irrevocably delivered to the Escrow Agent the initial amount of the Cash 24 Security attributable to that phase, including any Accrued Interest for that phase, and, the 25 Escrow Agent has given COUNTY written confirmation of the Escrow Agent's receipt of such 26 amount, and (3) APPLICANT has complied with all other terms of this subsection 2(e), 27 including the obligation to deliver the Easement, as required by and defined Section 7 of this 28 RPCA Solar 8, LLC Project Reclamation Agreement 15 of 35 1 Agreement. APPLICANT shall not move components of Phase I and Phase II between each 2 such other phase. 3 If APPLICANT elects to construct the Project in phases pursuant to this subsection 2(e), 4 APPLICANT shall notify COUNTY under Section 5 of this Agreement of APPLICANT's intent 5 to do so on or before the deadline for depositing the Initial Minimum Deposit (as defined in 6 Recital M of this Agreement) with Escrow Agent for the Project as provided for in subsection 7 2(b), above, and such Initial Minimum Deposit shall consist of the reclamation cost attributable 8 to Phase I. If APPLICANT does not provide COUNTY with such notice before such deadline, 9 APPLICANT forfeits all rights under this subsection 2(e), and APPLICANT shall be required to 10 proceed under subsection 2(b), above. COUNTY will only issue Grading or Development 11 Permits for a phase provided that APPLICANT has timely given COUNTY notice of construct 12 of the Project in phases pursuant to this subsection 2(e), and deposited the entire amount of 13 attributable reclamation cost for such phase pursuant to this subsection 2(e), inclusive of both 14 the attributable reclamation cost for that phase discussed, above, in this subsection, plus any 15 amount of deferred interest accrued pursuant to the formula discussed in subsection 2(b) of 16 this Agreement. COUNTY approval of construction permits for Phase I does not obligate 17 COUNTY to approve construction permits for Phase II. 18 APPLICANT shall provide COUNTY with at least thirty (30) days advance written notice 19 of the deposit to be made that is attributable reclamation cost for Phase II. APPLICANT shall 20 also provide written notice to COUNTY immediately upon the deposit of additional amounts 21 for the reclamation costs attributable to Phase II, inclusive of interest. Following such written 22 notification by APPLICANT of additional Cash Security deposits for the reclamation costs 23 additional to Phase II, COUNTY shall have a reasonable time, in the sole and absolute 24 discretion of the Director, to confirm the sufficiency of APPLICANT's deposit, before issuing 25 construction permits for Phase II. 26 APPLICANT's obligation to deposit additional cash necessary to cause the total amount 27 of the Cash Security for the Project, as if APPLICANT timely deposited the total amount of the 28 Initial Minimum Deposit (as defined in Recital M of this Agreement), to be increased by a RPCA Solar 8, LLC Project Reclamation Agreement 16 of 35 1 percentage equal to any annual increase in construction costs reflected in the ENR 2 construction cost index from October 1 of the previous year to October 1 of the then-current 3 year continues to accrue regardless whether APPLICANT has actually deposited the total 4 amount of the Cash Security, entirely under subsection 2(b) of this Agreement, or only a portion 5 of that Cash Security for phased construction pursuant to this subsection 2(e). For clarity, 6 APPLICANT shall calculate the total annual deposit payments in the manner provided for in 7 subsection 2(b) of this Agreement, as if the initial deposit of Cash Security equaled the Initial 8 Minimum Deposit for the entire Project (as defined in Recital N of this Agreement). Should 9 APPLICANT undertake the construction of the Project in phases pursuant to this subsection 10 2(e), APPLICANT may defer payment of Accrued Interest for Phase II until payment of the 11 initial attributable reclamation cost for Phase 11. For example, if APPLICANT has made the 12 Phase I deposit by December 1, 2025, but not the Phase 11 deposit, APPLICANT shall calculate 13 interest under the October ENR for both Phase I and Phase 11, but shall deposit the interest 14 attributable to Phase I with the Escrow Agent by December 1, 2025; APPLICANT may 15 temporarily retain the Accrued Interest for Phase 11, but shall deposit the Accrued Interest for 16 Phase 11 at the time APPLICANT deposits the attributable reclamation cost of Phase 11. Not 17 later than December 1 of each year and until APPLICANT has deposited the entire amount of 18 the Initial Minimum Deposit, along with any Accrued Interest, APPLICANT shall provide a 19 statement to County, pursuant to the noticing requirements of Section 5, which statement shall 20 report the then-current amount of Cash Security, amount of Accrued Interest, as required and 21 calculated pursuant to this subsection 2(e), and that year's increases to the Cash Security and 22 Accrued Interest. 23 As required by Section 7 of this Agreement, APPLICANT shall cause each of the 24 owner(s) of the Property, including any portion thereof or any rights, title, or interests therein, 25 to grant to COUNTY an irrevocable non-exclusive reclamation easement over, under, on, and 26 across each parcel of real property constituting the Property not later than five (5) business 27 days after receipt of the signature-ready form of Easement (as provided for and defined in 28 Section 7 of this Agreement) from COUNTY, regardless whether the construction of the RPCA Solar 8, LLC Project Reclamation Agreement 17 of 35 1 Project is conducted in phases pursuant to this subsection 2(e). Such Easement (as provided 2 for and defined in Section 7 of this Agreement) may not be limited to the parcels upon which 3 each phase is to be constructed, and must cover the entire Property. In other words, the 4 Easement for the entire Property shall be timely delivered to COUNTY, whether the Project is 5 constructed in phases or not. 6 3. DEFAULT. 7 For purposes of this Agreement, the occurrence of any one or more of the following 8 events shall constitute an "Event of Default" by APPLICANT under this Agreement: 9 (a) Any event occurring or information becoming known that makes untrue 10 any APPLICANT representation, covenant, or warranty to COUNTY under this Agreement; 11 (b) APPLICANT fails to enter into, or fails to cause the Escrow Agent to enter 12 into, and deliver to COUNTY an Escrow Agreement among APPLICANT, COUNTY, and 13 Escrow Agent as required under subsection 2(b) of this Agreement; 14 (c) APPLICANT fails to make the Initial Minimum Deposit of Cash Security 15 with the Escrow Agent, as required under subsection 2(b) of this Agreement, or fails to make 16 any deposit provided for pursuant to subsection 2(e) of this Agreement, should APPLICANT 17 elect to construct the project in phases; 18 (d) APPLICANT fails to create, retain, or maintain records concerning the 19 status of the Project's development, and of the Project's operation and electricity production 20 as required by subsection 1(b) of this Agreement; 21 (e) APPLICANT fails to timely pay any amount due or owed by APPLICANT 22 in connection with the Reclamation Plan or this Agreement or the Escrow Agreement; 23 (f) APPLICANT or the Transferee (defined in Section 6 of this Agreement), if 24 it is an entity, ceases to be an entity lawfully doing business in the United States, or if it is an 25 individual, ceases to be permanently and lawfully residing in the United States or dies, or in 26 either such case, if not subject to service of process in California, ceases having an agent for 27 service of process in California; 28 (g) APPLICANT fails to timely make the annual increase to the Cash Security RPCA Solar 8, LLC Project Reclamation Agreement 18 of 35 1 reflecting any increase in construction costs, as required under subsection 2(b) of this 2 Agreement; 3 (h) APPLICANT takes any action, including, without limitation, those 4 prohibited by subsection 2(c)(5) and subsection 4(c) of this Agreement, which prevents or 5 otherwise interferes with COUNTY's attempt to draw on the Cash Security; 6 (i) APPLICANT fails to, or fails to cause, a new Escrow Agent to timely enter 7 into and deliver to the COUNTY a replacement Escrow Agreement with COUNTY, as required 8 by Section 2 of this Agreement; 9 0) APPLICANT fails to observe or perform, in any material respect, any other 10 obligation under this Agreement or the Reclamation Plan, including without limitation 11 Reclamation. APPLICANT shall have thirty (30) calendar days under this subsection 30) to 12 cure an event of Default after COUNTY provides written notice to APPLICANT pursuant to 13 Section 5 of this Agreement stating the obligation APPLICANT has failed to perform, provided 14 however, if the nature of the default is such that APPLICANT cannot reasonably cure the 15 default within thirty (30) calendar days, APPLICANT shall have an additional reasonable time 16 to cure, upon APPLICANT providing written notice thereof to COUNTY pursuant to Section 5 17 of this Agreement stating the reason therefor, subject to APPLICANT commencing to cure 18 within the thirty (30) calendar day period and diligently pursuing the cure to completion and 19 completing the cure not later one hundred twenty (120) calendar days from the date of such 20 COUNTY notice of such failure to perform. Notwithstanding anything to the contrary in this 21 Agreement, such additional reasonable time for APPLICANT to cure a default under this 22 subsection 3(j) shall not apply to any of APPLICANT's obligations under Section 2 (Security 23 for Applicant's Obligations) and/or Section 8 (Satisfaction of Reclamation Plan) of this 24 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 RPCA Solar 8, LLC Project Reclamation Agreement 19 of 35 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 or Property Owner, including any event occurring or information 19 becoming known that makes untrue any Property representation, covenant, or warranty to 20 COUNTY under the Easement (as defined in Section 7 of this Agreement), which Easement 21 (as defined in Section 7 of this Agreement) is required and provided under Section 7 of this 22 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 or Property Owner under the Easement (as defined in Section 7 27 of this Agreement), which Easement (as defined in Section 7 of this Agreement) is required 28 and provided under Section 7 of this Agreement; or RPCA Solar 8, LLC Project Reclamation Agreement 20 of 35 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 RPCA Solar 8, LLC Project Reclamation Agreement 21 of 35 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 3(j), 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, RPCA Solar 8, LLC Project Reclamation Agreement 22 of 35 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 RPCA Solar 8, LLC Project Reclamation Agreement 23 of 35 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. RPCA Solar 8, LLC Project Reclamation Agreement 24 of 35 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 If sent in any manner pursuant to 14 Section 5: this Section 5: 15 Director of Public Works and Planning RPCA Solar 8, LLC County of Fresno 44 Montgomery St. Suite 3150 16 2220 Tulare Street, Eighth Floor San Francisco, CA. 94104 17 Fresno, CA 93721 With Copies sent in the same manner, 18 pursuant to this Section 5, to: 19 Fresno County Counsel Attn: Deputy County Counsel Assigned to 20 Land Use Matters 2220 Tulare Street, Fifth Floor 21 Fresno, CA 93721 22 County Administrative Officer Attn: Public Works and Planning Analyst 23 County of Fresno Hall of Records 24 2281 Tulare Street, Room 304 25 Fresno, CA 93721 26 For all claims arising out of or related to this Agreement, nothing in this Section 5 27 establishes, waives, or modifies any claims presentation requirements or procedures provided 28 RPCA Solar 8, LLC Project Reclamation Agreement 25 of 35 1 by law, including without limitation the Government Claims Act (Division 3.6 of Title 1 of the 2 California Government Code, beginning with section 810). 3 6. ASSIGNMENT. 4 (a) Conditions to Assignment. 5 Unless there is an Event of Default, APPLICANT may, upon consent of the COUNTY 6 Board of Supervisors, transfer this Agreement, but only in its entirety, to any entity lawfully 7 doing business in the United States, or any individual permanently and lawfully residing in the 8 United States, and in either such case either subject to service of process in California or 9 having an agent for service of process in California, which simultaneously becomes the sole 10 permittee under the Approvals ("Transferee"). 11 (b) APPLICANT Obligations Upon Assignment. 12 Notwithstanding the foregoing, but still subject to the foregoing condition that there is 13 not an Event of Default, such assignment shall not be effective unless and until, not later than 14 thirty (30) calendar days after the assignment, APPLICANT shall (i) provide written notice of 15 the assignment to COUNTY, together with the contact information for the Transferee's duly 16 authorized representative for purposes of receiving and giving notices under Section 5 of this 17 Agreement, (ii) cause Transferee to execute an assignment and assumption agreement, in a 18 form and substance reasonably satisfactory to COUNTY, expressly assuming the obligations 19 of the APPLICANT under this Agreement, (iii) provide evidence reasonably satisfactory to 20 COUNTY that the Transferee is, or shall become, the sole permittee under the Approvals, and 21 (iv) at least forty-five (45) days before the date upon which the assignment and assumption 22 agreement is presented to the Board of Supervisors for approval and execution, provide to the 23 Department payment for the COUNTY's actual costs, including staff and attorney time, in the 24 processing of the assignment to that date in addition to five-thousand dollars and no/100 cents 25 ($5,000.00) as a deposit for COUNTY's costs following that date and until the execution of the 26 assignment and assumption agreement by COUNTY. The Department shall, within sixty (60) 27 days following the execution of the assignment and assumption agreement by COUNTY, 28 return any unused amount of the five-thousand-dollar deposit collected pursuant to subsection RPCA Solar 8, LLC Project Reclamation Agreement 26 of 35 1 6(c)(iv) herein to APPLICANT. COUNTY shall only advance the assignment and assumption 2 agreement to the Board of Supervisors for approval and execution upon timely payment of the 3 full amount described subsection 6(c)(iv) herein. 4 (c) Effect of Assignment. 5 Upon such satisfaction of the above conditions, APPLICANT shall be relieved from all 6 obligations under this Agreement, save and except those obligations that, by their express 7 language, survive such an assignment and transfer. In the event that APPLICANT assigns this 8 Agreement as provided in Section 6 of this Agreement, COUNTY shall continue to have all of 9 the rights under the Escrow Agreement, or any replacement Escrow Agreement, as applicable, 10 held by COUNTY, unless and until COUNTY enters into a replacement Escrow Agreement 11 among the new Escrow Agent, COUNTY, and the Transferee, upon terms and conditions 12 acceptable to COUNTY, for the Transferee pursuant to Section 6 of this Agreement. 13 Notwithstanding the foregoing provisions of this subsection 6(c), the existing Escrow 14 Agreement may continue in effect according to its terms and conditions, if Transferee becomes 15 the sole APPLICANT under the Escrow Agreement. 16 7. RECORDATION OF EASEMENT. 17 To enable COUNTY PARTIES to immediate, reasonable access the Property for the 18 Reclamation purposes contemplated by this Agreement, APPLICANT shall (if APPLICANT 19 owns any portion of the Property), and shall cause each of the owner(s) of the Property, 20 including any portion thereof or any rights, title, or interests therein, to grant to COUNTY an 21 irrevocable non-exclusive reclamation easement over, under, on, and across each parcel of 22 real property constituting the Property ("Easement"), regardless of whether APPLICANT or 23 any other party is record owner of any part of the Property, including any rights, title, or 24 interests therein. To that end, APPLICANT promises, covenants, and warrants to COUNTY 25 that, as of the Effective Date, the Property is owned only by the Property Owner. Such 26 Easement shall, in the sole and absolute direction of COUNTY, be sufficient in its scope, form, 27 substance, and legal description to allow COUNTY PARTIES to undertake and complete the 28 Reclamation of the entire Project and all of the Property as provided in this Agreement, and RPCA Solar 8, LLC Project Reclamation Agreement 27 of 35 1 shall have the scope, be in the form, and contain the substance and legal description of, the 2 Easements, set forth in Exhibit C ("Form of Easement"). 3 Any reference to "Encumbrances" in the Easements shall mean, in their context, liens, 4 encumbrances, covenants, conditions, restrictions, reservations, contracts, leases (including, 5 without limitation, the Solar Facility Lease Agreement), licenses, easements, rights of way, 6 rights of possession or occupancy, or any third-party interests, of any kind. 7 The Parties acknowledge and agree that the Easement provides, among other things, 8 that the Easement is subject only to all superior matters of title on the Property, which have 9 been recorded against the Property in the official records of the Fresno County Recorder prior 10 to the Effective Time and Date (as defined in the Easement), including without limitation any 11 and all Encumbrances so recorded prior to the Effective Time and Date (as defined in the 12 Easement), provided however, that APPLICANT causes Property Owner to represent, 13 covenant, and warrant to COUNTY therein, notwithstanding anything to the contrary in the 14 Easement, that (i) as of the Record Title Date and Time (as defined in the Easement), the 15 Property was free and clear from any and all agreements, instruments, or documents, whether 16 unrecorded or recorded against the Property in the official records of the Fresno County 17 Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to 18 any of the foregoing), or create or assert any claim to any right, title, or interest in or to the 19 Property, or any portion thereof, including without limitation any and all Encumbrances, that 20 unreasonably interfere or would unreasonably interfere with the Easement, and the rights 21 granted therein, (ii) Property Owner has not, since the Record Title Date and Time (as defined 22 in the Easement), allowed, granted, conferred, conveyed, ratified, confirmed (or otherwise 23 promised or agreed to any of the foregoing), will not allow, grant, confer, convey, ratify, confirm 24 (or otherwise promise or agree to any of the foregoing), and will prohibit any person or entity 25 from creating or asserting any claim to, any right, title, or interest in or to, the Property, or any 26 portion thereof, including without limitation any and all Encumbrances (including, without 27 limitation, the Solar Facility Lease Agreement), that unreasonably interfere or would 28 unreasonably interfere with the Easement, and the rights granted therein, and (iii) in the event RPCA Solar 8, LLC Project Reclamation Agreement 28 of 35 1 of such unreasonable interference, Property Owner shall, at its own cost, promptly, to the 2 extent reasonably necessary, eliminate or modify such unreasonable interference to the 3 reasonable satisfaction of COUNTY, so that such interference is only a reasonable 4 interference with the Easement, and the rights granted therein; provided however, COUNTY 5 acknowledges that APPLICANT may not disallow or prohibit a governmental authority from 6 exercising its sovereign right of eminent domain, and therefore, no representation, covenant, 7 or warranty is given in the Easement as to the disallowance or prohibition of such governmental 8 authority's exercise of such right. 9 Within two (2) business days following the Parties' execution of this Agreement, 10 COUNTY shall provide APPLICANT with an execution-ready form of the Easement in the 11 scope, form, substance, and legal description required of the Easement, under this Section 7, 12 and following receipt thereof, APPLICANT shall promptly, but not later than five (5) business 13 days from delivery of the execution-ready form of Easement, deliver to COUNTY such 14 Easement, executed by Property Owner, in recordable form, and upon COUNTY's receipt 15 thereof, COUNTY is authorized to immediately record, and shall promptly record, the 16 Easement against the Property in the official records of the Fresno County Recorder, and the 17 latest date of such recordation of such Easement shall be deemed to be the completion of the 18 recordation of the Easements (collectively, the "Recordation of the Easement"). COUNTY 19 shall promptly provide APPLICANT a copy of the receipt of such Recordation of the Easement. 20 8. SATISFACTION OF RECLAMATION PLAN. 21 Upon APPLICANT's determination, in its sole discretion, that it has satisfied each of the 22 provisions of the Reclamation Plan, APPLICANT shall submit written notification to the 23 COUNTY of such determination, which notice shall be prominently entitled "Satisfaction Notice 24 under Reclamation Agreement" ("Satisfaction Notice"). 25 The Director shall have sixty (60) calendar days to determine, in his or her sole 26 discretion, whether APPLICANT has failed to satisfy any of the provisions of the Reclamation 27 Plan. The Director shall provide written notice to APPLICANT pursuant to Section 5 of this 28 Agreement of the determination that COUNTY either accepts the Satisfaction Notice, in which RPCA Solar 8, LLC Project Reclamation Agreement 29 of 35 1 case COUNTY's notice shall be prominently entitled either "Notice of Acceptance under the 2 Reclamation Agreement" ("Notice of Acceptance of Satisfaction"), or that COUNTY is 3 dissatisfied with the Satisfaction Notice, in which case COUNTY's notice shall identify what 4 provisions of the Reclamation Plan remain unsatisfied, and may, in COUNTY's discretion be 5 accompanied by supporting written information, if any, for the reasons for the notice, and such 6 notice shall be prominently entitled "Notice of Dissatisfaction Under Reclamation Agreement" 7 ("Notice of Dissatisfaction"), as applicable. 8 Within sixty (60) calendar days of receipt of a Notice of Dissatisfaction, APPLICANT 9 shall satisfy those provisions of the Reclamation Plan identified in the Notice of Dissatisfaction, 10 except in those instances where such compliance shall take longer than sixty (60) calendar 11 days, APPLICANT shall have such time as is reasonably necessary as long as APPLICANT 12 has begun such compliance and diligently continues to pursue such compliance to completion, 13 provided however that all such compliance actions shall be finalized within one hundred and 14 eighty (180) calendar days of APPLICANT's receipt of the first Notice of Dissatisfaction. 15 APPLICANT shall provide COUNTY written notice pursuant to Section 5 of this Agreement 16 upon completion of the actions set forth in the Notice of Dissatisfaction. APPLICANT's 17 completion of the actions set forth in the Notice of Satisfaction shall, upon COUNTY's 18 determination, in its sole discretion, within forty (45) calendar days thereof, and notice thereof, 19 which shall be given to APPLICANT pursuant to Section 5 of this Agreement within fifteen (15) 20 calendar days following such determination, be deemed APPLICANT's satisfaction of its 21 obligations under the Reclamation Plan and this Agreement. 22 Within ten (10) calendar days following such notice satisfaction being given by 23 COUNTY to APPLICANT, the Director shall terminate the Escrow Agreement as provided 24 therein and instruct the Escrow Agent to return the then-current amount of the Cash Security 25 to the APPLICANT. Upon the return of the then-current amount of the Cash Security to the 26 APPLICANT as provided by this Section 8, this Agreement shall terminate, and the rights and 27 obligations herein shall be of no further force or effect. 28 RPCA Solar 8, LLC Project Reclamation Agreement 30 of 35 1 9. GOVERNING LAW; VENUE. 2 This Agreement is made and entered into in the State of California and shall be deemed 3 to have been executed and delivered within the State of California, and the rights and 4 obligations of the parties hereunder shall be governed by, and construed, and enforced in 5 accordance with the laws of the State of California. Any suits brought pursuant to this 6 Agreement shall be filed and heard in courts having jurisdiction and located in the Fresno 7 County, State of California. 8 10. CONSTRUCTION OF AGREEMENT. 9 The Parties hereby acknowledge that they and their respective counsel have 10 cooperated in the drafting and preparation of this Agreement, for which reason this Agreement 11 shall not be construed against any Party as the drafter hereof. 12 11. SEVERABILITY. 13 If any provision of this Agreement is determined to be illegal, invalid, void, or 14 unenforceable in a final judgment by a court of competent jurisdiction, each and every other 15 provision hereof shall remain in full force and effect. 16 12. HEADINGS. 17 The headings contained in this Agreement are for reference purposes only and shall 18 not affect in any way the meaning or interpretation of this Agreement. 19 13. THIRD-PARTY BENEFICIARIES. 20 Notwithstanding anything else to the contrary herein, the Parties acknowledge and 21 agree that no other person (including any individual), firm, corporation, or entity shall be 22 deemed an intended third-party beneficiary of this Agreement. 23 14. INDEPENDENT CAPACITY. 24 The Parties agree that APPLICANT, its agents, officers, and employees act in an 25 independent capacity from COUNTY, and not as agents of COUNTY. 26 15. LEGAL AUTHORITY. 27 Each Party represents and warrants to the other Party that such Party is duly authorized 28 and empowered to execute, enter into, and perform its obligations set forth in this Agreement, RPCA Solar 8, LLC Project Reclamation Agreement 31 of 35 1 and that the person (including an individual) or entity signing this Agreement on behalf of such 2 Party has been duly authorized to execute this Agreement on behalf of such Party, and will, 3 by signing this Agreement on such Party's behalf, legally bind such Party to the terms, 4 covenants, and conditions of this Agreement. Each Party further represents and warrants to 5 the other Party that no other person (including an individual) or entity is required to give its 6 approval or consent to this Agreement in order for such Party to authorize, enter into, and 7 perform its obligations under this Agreement, or that if such approval or consent to this 8 Agreement is required, that such approval or consent has been obtained. 9 16. APPLICANT'S AGENT FOR SERVICE OF PROCESS. 10 APPLICANT represents to COUNTY that APPLICANT's agent for service of process in 11 California, and that such agent's address for receiving such service of process in California, 12 which information APPLICANT shall maintain with the office of the California Secretary of 13 State, is as follows: 14 California Registered Corporate 1505 Agent, CT Corporation System 330 N Brand Blvd., Ste. [Number] 15 Glendale, CA 91203 16 APPLICANT further represents to COUNTY that if APPLICANT changes its agent for 17 service of process in California, or APPLICANT's agent for service of process in California 18 changes its address for receiving such service of process in California, which changed 19 information APPLICANT shall maintain with the office of the California Secretary of State, 20 APPLICANT shall give COUNTY written notice thereof within five (5) calendar days thereof 21 pursuant to Section 5 of this Agreement. 22 17. COUNTERPARTS. 23 This Agreement may be executed in one or more original counterparts, all of which 24 together shall constitute one and the same agreement. 25 18. AMENDMENT, 26 Any provision of this Agreement may be amended from time to time, but only upon the 27 written consent of the Parties. 28 RPCA Solar 8, LLC Project Reclamation Agreement 32 of 35 1 19. ENTIRE AGREEMENT. 2 This Agreement constitutes the entire agreement between APPLICANT and COUNTY 3 with respect to the subject matter hereof and supersedes all previous agreements, 4 negotiations, proposals, commitments, writings, advertisements, publications, and 5 understanding of any nature whatsoever unless expressly included in this Agreement. In the 6 event of any inconsistency in interpreting the documents which constitute this Agreement, the 7 inconsistency shall be resolved by giving precedence in the following order of priority: 8 (1) First, the Form of Easement (Exhibit C); 9 (2) Second, the text of this Agreement (excluding Exhibit A, Exhibit B, Exhibit B-1, and 10 Exhibit C); 11 (3) Third, the Legal Descriptions of the Property (Exhibit B-1); 12 (4) Fourth, the Reclamation Plan (Exhibit A); and 13 (5) Fifth, the Map of Property (Exhibit B). 14 20. ELECTRONIC SIGNATURES. 15 The Parties agree that this Agreement may be executed by electronic signature as 16 provided in this Section 20. 17 (a) An "electronic signature" means any symbol or process intended by an individual 18 signing this Agreement to represent their signature, including without limitation (1) a digital 19 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically 20 scanned and transmitted (for example by PDF document) of a handwritten signature. 21 (b) Each electronic signature affixed or attached to this Agreement (1) is deemed 22 equivalent to a valid original handwritten signature of the person signing this Agreement for all 23 purposes, including without limitation evidentiary proof in any administrative or judicial 24 proceeding, and (2) has the same force and effect as the valid original handwritten signature 25 of that person. 26 (c) The provisions of this section satisfy the requirements of California Civil Code 27 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (California Civil 28 Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). RPCA Solar 8, LLC Project Reclamation Agreement 33 of 35 1 (d) Each party using a digital signature represents that it has undertaken and 2 satisfied the requirements of California Government Code section 16.5, subdivision (a), 3 paragraphs (1) through (5), and agrees that each other party may rely upon that 4 representation. 5 (e) This Agreement is not conditioned upon the parties conducting the transactions 6 under it by electronic means and either party may sign this Agreement with an original 7 handwritten signature. 8 (Signature page follows.) 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RPCA Solar 8, LLC Project Reclamation Agreement 34 of 35 1 IN WITNESS WHEREOF, APPLICANT and COUNTY hereby execute this Agreement 2 as of the date first written above. 3 4 APPLICANT: COUNTY: RPCA Solar 8, LLC, COUNTY OF FRESNO, 5 a California limited liability company a political subdivision of the State of California 6 7 8 By: Aaron Halimi By: Nathan Magsig, Chairman of the Board of President Supervisors of the County of Fresno 9 10 Date: 10/17/24 Date: 11 12 ATTEST: BERNICE E. SEIDEL, Clerk of the Board of 13 Supervisors, County of Fresno, State of California 14 15 By: Deputy 16 17 18 19 20 21 22 23 24 25 26 27 28 RPCA Solar 8, LLC Project Reclamation Agreement 35 of 35 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 RPCA Solar 8, LLC Project Reclamation Agreement A-1 y Reviewed and accepted 7/14/2024 for CUP 3764 and IS 8403 w - Mv�Randall, Senior Planner Decommissioning Plan RPCA Solar 8, LLC A-2 Table of Contents Introduction...................................................................................................................................................1 ProjectInformation.......................................................................................................................................1 ProjectProponent.....................................................................................................................................1 ProjectInformation...................................................................................................................................2 FacilityDescription....................................................................................................................................2 Decommissioningof the Facility....................................................................................................................3 EquipmentDismantling and Removal.......................................................................................................4 Timeline.....................................................................................................................................................5 Costof Decommissioning..............................................................................................................................5 Figures Figure1:Project Parcel..................................................................................................................................2 Figure 2:Proposed Project layout.................................................................................................................3 Figure 3:Decommissioning Timeline.............................................................................................................5 A-3 Introduction RPCA Solar 8, LLC(RPCA 8) is developing a ground mounted photovoltaic project named "Althea Avenue Solar Phase 1&2"(Solar Facility),in Fresno County in California.The Solar Facility,as proposed,will occupy approximately 40 acres of a 59.5-acre parcel (APN 004-120-020) in the unincorporated community of Firebaugh in Fresno County, California (Figure 1). The Solar Facility is planned to connect to the local electric grid with a capacity of up to 11,153.7 kWDC. This Decommissioning Plan("Plan") provides an overview and cost of activities that will take place during the decommissioning phase of the Solar Facility including the restoration of the land and the management and disposal of materials and waste from the site. This Plan assumes the Solar Facility will have a useful life and a maturity date of thirty-five (35) years at which time the facility will be decommissioned consistent with Fresno County(County)Guidelines for such activities. Upon decommissioning, the Solar Facility will be dismantled, and the project site will be returned to conditions approximate to pre-construction condition.The plan also covers the abandonment of a Solar Facility,for any reason, prior to the project's 35-year maturity date. It is designed to provide a level of financial protection for Fresno County. Decommissioning of the Solar Facility will include the disconnection of the Solar Facility from the electrical grid and the removal of all Solar Facility components including: • Photovoltaic(PV)modules,panel racking and supports; • Inverter unties,transformers,and other electrical equipment; • Access roads,wiring cables,perimeterfence;and, • Concrete foundations. Project Information The following section describes information pertaining to the applicant and the physical location of the project. Project Proponent RPCA 8 or the future owner-operator will manage and coordinate the decommissioning process. RPCA 8 or the future owner-operator will obtain all necessary regulatory approvals that are applicable at the time to complete the decommissioning process. Company:RPCA Solar 8,LLC Contact:Stephanie Loucas Address:879 Sanchez Street,San Francisco,California 94114 Email:stephanie@renewprop.com A-4 Project Information Physical Address:10735 N.Russell Avenue,Firebaugh,California 93622 GCS Location:36.892427,-120.657849 APN:004-120-02 Parcel Size:59.5 acres Project Site Size:40 acres Property Owner:Randall S.and Earlynn R.Miles Site Agreement:Executed lease agreement with the property owners �xw 1 m .. s Figure 1:Project Parcel Facility Description The Solar Facility has been designed using single axis tracker structures.As engineering drawings will not be finalized until building permit submittal,this Plan assumes that the final project specifications will not differ materially from those shown in this section. The proposed layout is shown in Figure 2,below: )E[I imp lot Sk + a v �klw,,.,,:.vra Figure 2:Proposed Project Layout A-5 As of the time of this Plan,the Solar Facility has specified the following equipment: s Component Manufacturer Model Number Quantity Modules Astronergy CHSM72M(DG)/F-BH 2O.655 Inverter Sungrow SG125HV-V122 71 Racking—Trackers ATI HSAT N/A Decommissioning of the Facility The Solar Facility may be decommissioned under the following conditions: 1. RPCA 8 or any entity that may own or operate the facility in the future(the"future owner- operator")decides to retire the Solar Facility; 2. Commercial operation of the Solar Facility has not commenced within eighteen (18)months of the project's construction completion;or 3. The Solar Facility ceases to be operational for more than twelve (12) months outside of routine repairs or causes beyond the reasonable control of RPCA 8 or the future owner operator. RPCA 8 will provide a financial guarantee to Fresno County prior to commencing construction as per the agreed upon form between the County and the Proponent,so funds are always available to perform the Solar Facility decommissioning. Although RPCA 8 intends to perform the decommissioning, unforeseen circumstances such as RPCA 8 selling the project to another entity, or RPCA 8 going out of business are possible. At the time of decommissioning, the installed components will be removed and disposed of with no consideration to reuse or recycle.The facility site will be restored to a state similar to its preconstruction condition. All removal of equipment will be done in accordance with all applicable Fresno County regulations and informed by the manufacturer recommendations. In the unlikely scenario that RPCA 8 or the future owner-operator cannot execute the decommissioning, the County may commence the decommissioning through the reclamation funds established to cover the expenses. EgUipment Dismantling and Removal Generally, the sequence of decommissioning of the Solar Facility proceeds in the reverse order of the installation. 1. The Solar Facility shall be disconnected from the utility power grid. 2. PV modules shall be disconnected,collected,and disposed at an approved solar module disposal facility A-6 3. All aboveground electrical interconnection and distribution cables and poles shall be removed and disposed off-site at an approved facility. 4. All underground direct buried electrical conduits and conductors with less than 48-inches of cover shall be removed by means causing the least amount of disturbance possible. 5. Underground electric conduits and direct buried conductors with 48-inches or more of soil cover shall be abandoned in place. 6. Galvanized steel PV module support and racking system support posts shall be removed and disposed off-site at an approved facility. 7. Electrical and electronic devices, including transformers, inverters, switchgear, and support structures shall be removed and disposed off-site at an approved facility. 8. Concrete foundations shall be removed and disposed off-site at an approved facility.Access roads shall be removed, unless otherwise specified by the landowner. 9. Fencing and gates shall be removed and will be disposed off-site at an approved facility. Hazardous Waste Currently,the solar power plant is deemed to generate a minimal amount of hazardous waste, mainly consisting of small-capacity batteries used in the UPS devices linked to communication and protection equipment.The anticipated disposal cost for any occasional hazardous waste is expected to remain well below$1000,comfortably aligning with our contingency estimates Unlike cadmium telluride,gallium arsenide, or thin-film modules,which contain materials considered toxic by the Department of Toxic Substance Control,the PV modules specified for this project are made of crystalline silicon.These modules do not currently exhibit the hazardous waste characteristic of toxicity under the Resource Conservation and Recovery Act(RCRA)or according to the regulations of the US EPA. Sequoia recommends that any potentially hazardous waste found in the inverters,transformers,or other equipment be managed by recycling facilities responsible for their safe transportation and disposal.An example of this is the Envriotemp FR3 fluid found in transformers.Although it is a mineral oil and not considered a hazardous substance,Sequoia recommends that the FR3 fluid be recycled or disposed of in accordance with the Cooper FR3 Material Data Safety Sheet (MSDS), as outlined in Bulletin 98082. A-7 Timeline RPCA 8 has prepared a timeline for the major actions to be undertaken during decommissioning. As it is difficult to know what specific approvals and protocols will be in place when decommissioning begins,the timing of these actions is estimated based on best available information. • Notifications to Stakeholders: Months 0-6(County notified 6 months prior to decommissioning activities) • Permitting and environmental review:Months 2-3 • Physical Decommissioning and Removal of Equipment:Month 6 *NOTE—the quick timeline is due to full site removal with no contemplation of recycling for reuse • Restoration:Months 6-15(depending on timing of growing season) Althea Avenue Solar Decommissioning Timeline 0 2 4 6 8 10 12 14 Notification Permitting Decommissioning Restoration Start 0 Duration(Month) Figure 3:Decommissioning Timeline A-8 Cost of Decommissioning The current cost to decommission the 11 MW Althea Avenue Solar has been estimated,on behalf of RPCA 8, by their engineering consultants and following industry standards, at $678,550 (refer to Appendix A Estimated Decommissioning Costs). This cost estimate is based upon the best available engineering and demolition information and demolition experience with other types of construction projects along with the assumptions described below. In addition,the salvage values of valuable recyclable materials (aluminum,steel,copper, etc.) have not been factored into the decommissioning cost estimate. At the start of construction, RPCA 8 will post financial security in the amount of approximately $678,550 which is equal to the total amount at the project's year one decommissioning estimate. A-9 APPENDIX A ESTIMATED DECOMMISSIONING COSTS A-10 Decommissioning Cost Opinion Transportation cost Labor and Direct Costs: Equipment Disposal Costs Weight Distance $/ton/mile Total Costs (tons) (mij 1 Remove PV Modules $26,030 $371,790 723 310 0.06 $13,535 2 Remove Racking $3,990 $44,042 339 151 0.13 $6,578 3 Remove Inverters $13,819 $3,550 7 71 6.48 $3,102 4 Remove Transformers $571 $4,000 32 24 1.37 $1,048 5 Remove Wiring $21,592 $6,525 w/modules 6 Remove Fence $5,884 $2,539 20 12 2.24 $524 7 Remove Concrete/Gravel $6,900 $44,026 339 258 0.13 $11,291 8 Re-seed site $42,525 9 Transportation costs $37,017 Subtotal $158,329 $476,472 $37,017 Indirect Costs: 10 15%Contingency $22,749 Hazardous waste fee $1,000 11 (incidentals) 12 Project management fee $20,000 Subtotal $43,749 Summary Direct $634,801 Indirect $43,749 Total $678,550 $476,472 $37,017 A-11 1 EXHIBIT B 2 Map of Property 3 4 DELTA-MCflpOT 5 cAP,Al 6 7 8 9 H 10 COPPER w W U � 11 ALTHEA 12 13 SUBJECT PROPERTY 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RPCA Solar 8, LLC Project Reclamation Agreement B-1 1 EXHIBIT B-1 2 Legal Descriptions of the Property 3 The land referred to herein is situated in the State of California, County of Fresno and described 4 as follows: 5 APN: 004-120-02 6 Lots 94, 95 and 96 of Oro Loma Tract in the County of Fresno, State of California, according to the map thereof recorded on June 24, 1912 in Book 1 at Page 42, of Miscellaneous Maps, in the office of the 7 County Recorder of Fresno County. 8 Excepting therefrom tht portion described as follows: 9 Situated in Lot 95 of Oro Loma Tract, according to that certain map filed for record in the Fresno County Recorder's office June 24, 1912 in Volume 1 at Page 42, of Miscellaneous Maps, and also being in the 10 Northeast quarter of Section 16, Township 12 South, Range 12 East, M. D. B & M_, and more particularly described as follows: 11 The North 50.0 feet of the South 80.0 feet of the West 30.0 feet of the East 226.0 feet of Lot 95, Oro 12 Loma Tract, Fresno County, California. 13 14 APN: 004-120-02 (End of Legal Description) 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PRCA Solar 8, LLC Solar Project Reclamation Agreement B-1-1 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 RPCA Solar 8, LLC 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,Exempt from Recording Fees;Gov.Code§§ 6103, 27383,and 27388.1 THIS SPACE FOR RECORDER'S USE ONLY GRANT OF LIMITED ACCESS EASEMENT RPCA Solar 8, LLC Proiect (Randall S. Miles and Earlynn R. Miles) THIS GRANT OF LIMITED ACCESS EASEMENT is made this day of , 2024, by Randall S. Miles and Earlynn R. Miles, individuals (together with their 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 June 27,2024,pursuant to County Resolution No. 13045,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.), approved an Initial Study and Mitigated 1 c-2 Negative Declaration No. 8403 for the RPCA Solar 8,LLC Project and approved and issued to RPCA Solar 8, LLC ("APPLICANT")Unclassified Conditional Use Permit("CUP")No. 3764. B. GRANTOR proposes to construct and operate an approximately 11,153.7-kilowatt solar photovoltaic generation facility and supporting electrical infrastructure (collectively, the "Project"), located on and within on an approximately 40-acre portion of an approximately 59.5-acre parcel of real property commonly known by assessor's parcel number 004-120-02 (the "Property"), generally located on the northwest corner of W.Althea Ave. and N.Russell Ave.,approximately 9.17- miles west from the City of Firebaugh 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 a Grant Deed from Mamie J. Miles, recorded in the Official Records of the County of Fresno on February 22, 1994 at 4:00 PM (the "Record Title Date and Time") as Instrument No. 94028414, GRANTOR acquired sole fee ownership to, and remains the sole fee owner of the Property. D. GRANTOR represents, covenants, and warrants to COUNTY that APPLICANT's only right to use the Property for the purposes of the Project is established by that certain Amended& Restated Lease Agreement (Phase I Parcel), dated January 4, 2024, and that certain Amended & Restated Lease Agreement(Phase II Parcel), dated January 4, 2024, as reflected by the Memorandum of Lease dated August 10, 2023 by and between, GRANTOR and APPLICANT and recorded November 20, 2023 as Instrument No. 2023-0107092 in the Official Records of the County of Fresno. Collectively, the three foregoing documents are the "Solar Facility Lease Agreement." E. COUNTY's Planning Commission conditioned approval of CUP No. 3764 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 Property 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 2 C-3 to certain modifications to such reclamation plan (collectively, such reclamation plan together with such modifications are the "Reclamation Plan"). F. APPLICANT will eventually decommission, dismantle, and remove the entire Project, and reclaim all of the Property to its pre-project condition pursuant to the Reclamation Plan. G. 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 RPCA Solar 8,LLC Project Reclamation Agreement,dated December 17,2024(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. H. The term of CUP No. 3764 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. I. The Reclamation Plan, and more specifically, the Reclamation Agreement, including subsection l(a) thereof, require APPLICANT to decommission, dismantle, and remove the entire Project, and reclaim all of the Property 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. 3764; (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. 3764, as amended; or (v) thirty-five (35) years from the commencement of operation of the Project, in its entirety. 3 C-4 J. 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 Security and use the proceeds thereof to carry out the Reclamation of the Property, in substantial conformity with the Reclamation Plan,pursuant to the Reclamation Agreement. K. In the event COUNTY elects, in its sole discretion, to carry out the Reclamation of the Project and the Property, in substantial conformity with Reclamation Plan, pursuant to the Reclamation Agreement, COUNTY must have the right to immediate,reasonable access the Property. L. Any reference to "Encumbrances" in this Easement shall mean, in their context, liens, encumbrances, covenants, conditions, restrictions, reservations, contracts, leases, licenses, easements, rights of way, rights of possession or occupancy, or any third-parry interests, of any kind, including without limitation the Solar Facility Lease Agreement. 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 4 C-5 PARTIES shall be deemed to(i)constitute an abandonment, surrender,termination,waiver,or release of, or limitation on, this Easement, and the right granted herein, or(ii) impair,terminate, or otherwise affect the validity or effectiveness of this Easement, and the right granted herein.Nonuse, limited use, or intermittent use of this Easement, and the rights granted herein, for any duration shall not preclude or otherwise limit any future use of the entire scope of this Easement, and the rights granted herein, in the event the same is desired or needed, unless and until this Easement is terminated only pursuant to Section 11.5. 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 11.3. are subject to the provisions of subsection 11.11.(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 11.6. are subject to the provisions of subsection 11.11.(c)hereof. 5 c-6 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. & 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. ll. 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;and(c)notwithstanding anything to the contrary in this Easement,(i)as of the Record Title Date and Time, the Property was free and clear from any and all agreements, instruments, or documents, whether unrecorded or recorded against the Property in the official records of the Fresno County Recorder, that allow, grant, confer, convey, ratify, confirm (or otherwise promise or agree to any of the foregoing), or create or assert any claim to any right, title, or interest in or to the Property, or any portion thereof, including without limitation any and all Encumbrances, that unreasonably interfere or would unreasonably interfere with this Easement, and the rights granted herein, (ii) 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 6 ca 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, reservations, 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) 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. 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. (Signature page follows) 7 c-s 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 ACCEPTED BY Steven E. White, PE, PLS, Director By. Department of Public Works and Planning Randall S. Miles, and individual By By: Earlynn R. Miles, and individual APPROVED AS TO LEGAL FORM Mailing Address: Daniel C. Cederborg Fresno County Counsel 2343 Marguerite Street Dos Palos, CA. 93620 By: Deputy 8 C-9 EXHIBIT A Property DIAGRAM QQ A MCr 120 TA C AfIAl COPPER W W U Z ALTHEA UL A-1 C-10 EXHIBIT B Property LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Fresno and described as follows: APN: 004-120-02 Lots 94, 95 and 96 of Oro Loma Tract in the County of Fresno, State of California, according to the map thereof recorded on June 24, 1912 in Book 1 at Page 42, of Miscellaneous Maps, in the office of the County Recorder of Fresno County. Excepting therefrom tht portion described as follows: Situated in Lot 95 of Oro Loma Tract, according to that certain map filed for record in the Fresno County Recorders office June 24, 1912 in Volume 1 at Page 42, of Miscellaneous Maps, and also being in the Northeast quarter of Section 16, Township 12 South, Range 12 East, M. D. B& M., and more particularly described as follows: The North 50.0 feet of the South 80.0 feet of the West 30.0 feet of the East 226.0 feet of Lot 95, Oro Loma Tract, Fresno County, California. APN: 004-120-02 (End of Legal Description) B-1 C-11