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Resolution No. 098821 2 3 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 RESOLUTION NO. 9882 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A PROPERTY MANAGEMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND RENU RESOURCES, LLC REGARDING PROPERTY IN KERN COUNTY WHEREAS, on August 12, 2008, the City Council of the City of, Vernon adopted Resolution No. 9689 approving a Purchase and Sale Agreement and Joint Escrow Instructions dated August 13, 2008, as amended on August 28, 2008, September 4, 2008 and October 8, 2008, with ReNu Resources, LLC ("ReNu") for the purchase of property in Kern County in the area known as the Tehachapi Wind Resource Area for the potential development of renewable resources (the 'Property"); and WHEREAS, the Agreement also provided for an option to purchase property in Kern County in Tehachapi (the "Solar Property") for the potential development of renewable resources; and , WHEREAS, the City and ReNu desire to enter into an agreement setting forth the terms and conditions under which ReNu shall manage the Property for the City for the term of one (1) year for a property management fee of $10,000.00 per month plus costs for maintenance and repair as approved by the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Property Management Agreement with ReNu, in substantially 1 the same form as the copy which is attached hereto as Exhibit A and 2 incorporated by reference. 3 SECTION 3: The City Council of the City of Vernon hereby 4 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, 5 and on behalf of, the City of Vernon and the City Clerk or Deputy City 6 Clerk is,hereby authorized to attest thereto. 7 SECTION 4: The City Council of the City of Vernon hereby 8 authorizes the City Administrator, or his designee, to make whatever 9 nonsubstantive, administrative and/or text changes, upon advice of 10 counsel, to the Agreement. 11 SECTION 5: The City Council of the City of Vernon hereby 12 directs the City Clerk, or her designee, to send one fully executed 13 Agreement to ReNu. 14 SECTION 6: The City Council of the City of Vernon hereby 15 authorizes the City Administrator, or his designee, to take any and 16 all actions deemed necessary and to execute any and all documents as 17 shall be required to implement the Agreement consistent with the terms 18 of said Agreement approved herein. 19 SECTION 7: The City Clerk of the City of Vernon shall 20 certify to the passage of this resolution, and thereupon and 21 thereafter the same, shall be in full force and effect. 22 APPROVED AND ADOPTED this 9th day of March, 2009. 23 s 24 Leoni 'C. Malburg Name: 25 Title: Mayor 26 ATTEST: 27 28 qANUELA GIRON—f CAy Clerk 2 1 2 3 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 STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9882, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, March 9, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA N-fROlq,-City Clerk - 3 - EXHIBIT A PROPERTY MANAGEMENT AGREEMENT THIS AGREEMENT is made as of —, 2009, by and between the City of Vernon, a California Municipal Corporation (the "Owner"), and ReNu Resources, LLC, a Delaware limited liability company (the "Manager"). Recitals: A. The Owner is the owner of 30,000 acres of certain property located in Kern County, California, as more particularly described in Exhibit A attached hereto (the "P noperty"); B. The parties hereto desire to enter into this Agreement in order to engage the -Manager to manage the Property, as manager for the Owner, in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: I - DUTIES OF MANAGER 1.1 Appointment. The Owner appoints the Manager, and the Manager accepts such appointment, to be the Owner's manager for the Property on the terms and conditions set forth in this Agreement. 1.2 General Duties. (a) The Manager shall manage, operate, repair and maintain the Property upon the terms and conditions set forth in this Agreement on behalf of, in cooperation with, and under the general supervision of, the Owner as set forth herein, and in compliance with all municipal, state and federal laws, rules, regulations and governmental orders or requirements (collectively, "Lgws") applicable to the Property and all mortgages and other encumbrances affecting the Property. (b) The Manager shall (i) apply prudent, sound and efficient business practice in performing its duties and responsibilities under this Agreement in a professional manner consistent with standards of the property management industry applicable to properties of the type of the Property in the region in which the Property is located and (ii) manage, operate, repair and maintain the Property in a manner and condition that is consistent with that of properties of the type of the Property. (c) In discharging its duties under this Agreement, subject to the other terms and conditions of this Agreement, the Manager shall take the normal and customary actions necessary or appropriate to discharge such duties, including, without limitation, the following: (1) Coordinate on behalf of the Owner the ongoing maintenance of the Property; (2) maintenance of the Property; Purchase all materials and supplies directly necessary for the (3) Take such actions as may be reasonably necessary to comply as promptly as practicable with all applicable Laws affecting the Property so long as the Owner is not contesting, or has not stated its intention to contest, any such governmental orders or requirements, and take such other actions as may be reasonably requested by the Owner in connection with the management and operation of the Property in accordance with the terms of --this Agreement, (d) The Manager shall perform its duties under this Agreement in compliance with all Laws, including, without limitation, every constitutional provision, statute, ordinance, law or regulation of any governmental agency, such as those prohibiting discrimination on the basis of race, creed, color, religion, national origin or physical abilities. (e) Notwithstanding anything to the contrary provided in this Agreement, the Manager shall not, without the prior written approval of the Owner: (1) Adopt any material change in policy with respect to the management, operation, repair or maintenance of the Property that would be inconsistent with the Manager's obligations under this Agreement; (2) Undertake any material alteration, reconstruction, reconfiguration or other physical change to the Property; (3) Take any action or permit any action to be taken which would violate any Law applicable to the Property; or (4) Incur any material expenses on behalf of the Owner that are not proper expenses of the Property. 2 1.3 Hiring and Snervision of Employees. (a) Subject to the terms of this Section below, the Manager shall recruit, hire, employ, supervise and discharge such on -site personnel, if any, as are necessary for the efficient management, operation, repair and maintenance of the Property in accordance with the terms of this Agreement. Any such on -site personnel shall be employees or subcontractors of the Manager and shall not be treated or considered as employees or subcontractors of the Owner or any party in any way related to the Owner. All matters pertaining to the employment, supervision, conversation, promotion and discharge of such personnel shall be the -responsibility of the Manager, who is in all respects the employer of such personnel. The Manager shall, in such hiring and other personnel transactions, follow all Laws applicable to wages, hiring practices, workmen's compensation, social security, unemployment insurance, withholding, payroll taxes, hours of labor, working conditions and other employer -employee related subjects. (b) An appropriately allocable portion (based on the Manager's reasonable allocation) of all salary, payroll taxes, training expenses, worker's compensation insurance and other direct employment costs incurred in connection with the on -site property management personnel and the other non -managerial service employees of the Manager who provide services in connection with the operation of the Property that would otherwise need to be obtained through a contract -with a third party service provider shall be charged by the Manager to the Owner and treated as expenses of the Property. II - DUTIES OF OWNER 2.1 Relationship with Manager. The relationship of the Manager to the Owner under this Agreement shall be that of independent contractor, not one of general agency. The Manager is engaged independently in the business of managing the Property, as an independent contractor, having only the limited authority specifically set forth in this Agreement. 2.2 Duties. Each of the Owner and the Manager shall respond (by acceptance, rejection, counteroffer or other appropriate action) within a reasonable period of time to all matters which require its consent or approval under this Agreement (or within any specific applicable time period provided in this Agreement). The Owner, in its reasonable discretion, shall decide whether to grant or withhold its consent or approval to any proposed lease or lease amendment or modification. Whenever in this Agreement it is provided that the Manager shall take any action in the name of or on behalf of the Owner, the Owner shall execute any documents which may be reasonably required to effectuate, approve or ratify such actions by the Manager. III - ACCOUNTING AND RECORDS 3.1 Books and Records. The Manager shall establish and maintain books and records and shall coordinate the timing of all accounting deadlines and closings with the Owner. All entries in such books and records shall be supported by sufficient documentation to ascertain that such entries are accurate. All records, papers, accounts, contracts, leases and files created for the Property shall be the property of the Owner; subject to the right of Manager to make and retain copies thereof for the records of Manager (which records may be retained by Manager after termination of this Agreement), The Owner, its agents or its representatives, shall have the right to inspect such books and records, which the Manager shall make available to the Owner for inspection during normal business hours upon reasonable prior written notice. IV - FINANCIAL MATTERS 4.1 Expenses (a) Unless otherwise directed by the Owner, the Manager shall pay all costs in connection with the management and normal maintenance and repair of the Property (but not costs of ownership such as insurance and taxes), provided however, that costs associated with repair and maintenance which exceed $2,500 in a single month which Manager deems necessary to maintain or repair the property (the amount that is in excess of $2,500 per month being referred to herein as "Reimbursable Expenses' or a "Reimbursable Expense") shall be paid by Owner to Manager either as an advance or reimbursement as described in subsection 4. 1(b) and Section 5.2, below. The Manager shall promptly remit to the Owner upon request copies of any invoices and bills with respect to the Property reasonably requested by the Owner. (b) Except in the case of emergency, prior to incurring any Reimbursable Expense, the Manager shall submit to Owner a request for approval of such Reimbursable Expense. With respect to any non -emergency Reimbursable Expense, Manager at its election may request advance payment by Owner prior to commencement of the work which is the subject of such Reimbursable Expense. For all Reimbursable Expense which has not been paid in advance by Owner, Manager shall submit invoices for reimbursement to Manager by Owner of such costs, which invoices shall be due and payable in full by Owner no later than 30 days after the date such invoice is delivered to Owner. 4 4.2 Insurance, Owner shall be responsible for the cost of any public liability and other insurance coverage as Owner may elect to maintain. If requested by Owner, Manager shall obtain and maintain, in the name and at the expense of the Owner, such public liability and other insurance as is reasonably required from time to time by the Owner. The Manager shall cooperate with the Owner in obtaining such insurance and shall use its diligent efforts to include the Owner under any umbrella insurance policies maintained by the Manager (in which event Owner shall be responsible to reimburse to Manager Owner's proportionate share of such umbrella insurance). The Owner may elect, in its discretion, to obtain and maintain insurance pursuant to this Section 4.2, in which event the Manager shall be relieved of its responsibility to do so. The cost of insurance maintained under this Section 4.2 shall not be included within the costs payable by Manager, but shall be a Reimbursable Expense and shall be reimbursed to the --Manager monthly, no later than 30 days after the date an invoice with respect to such insurance cost is delivered to Owner. V - FEES AND REIMBURSEMENTS 5.1 Proper1y Management Fees. In consideration of the services provided by the Manager under this Agreement, the Owner shall pay to the Manager, for the Property, a fee (the "Property Management Fee"), payable monthly in arrears, of $10,000. The payment of the Property Management Fee or any other fees paid to Manager or any affiliate of Manager pursuant to this Agreement shall neither (a) create any express or implied consultant, contractor or developer relationship between Owner and Manager, nor (b) otherwise create any express or implied obligation, liability, or duty by Manager to Owner, or any affiliate, principal, agent, or employee of Owner, except as expressly set forth in this Agreement, 5.2 Reimbursable Expenses. (a) The Owner shall reimburse the Manager for any pre -approved non - emergency Reimbursable Expenses, as well as any emergency Reimbursable Expenses incurred by the Manager in connection with the repair and maintenance of the Property. (b) For any non -emergency Reimbursable Expenses, Manager will submit to Owner a request for approval of such expense and Owner will respond to Manager no later than 30 days after the date of delivery of such request for approval. If Manager requires advance payment by Owner'of the subject expense, Manager shall include its request for advance payment in the request for approval of such expense. Upon receipt of approval of a subject Reimbursable Expense by Owner, Manager will perform, or cause to be performed by a third party, of the subject work and, if not previously paid, invoice Owner for the approved Reimburseable Expense. With respect to a Reimbursable Expense which Manager reasonably deems necessary to correct or prevent a hazardous or emergency situation, and for which it is not reasonable to delay work for the time required to obtain Owner approval (such work being deemed an emerizency Reimbursable ExpenLe), Manager shall endeavor to provide Owner with written or telephonic notice of the existence of the emergency Reimbursable Expense as promptly as is practicable after Manager has notice of the existence of such emergency Reimbursable Expense. Owner will pay all Reimbursable Expense (for which Owner has not previously advanced payment) within 30 days after the date an invoice with respect to such Reimbursable Expense is delivered to Owner. VI - TERM AND TERMINATION 6.1 Term. This Agreement shall commence on the date hereof and shall, subject to -the terms of Section 6.2 below, terminate on the date which is one (1) year following the date on which it is executed (such period, unless it is earlier terminated pursuant to the terms of Section 6.2, being referred to herein as the 'Term,"). 6.2 Termination. (a) Subject to the terms of Section 6.2(c), this Agreement may be terminated by Owner, by delivery of written notice thereof to the Manager, as follows: (1) If the Manager fails to perform any Of its duties or otherwise defaults under this Agreement and if such failure to perform or such default (and its consequences) shall have a material adverse effect on the Property and is not cured within 30 days after written notice from the Owner to the Manager; (2) Upon the dissolution or other termination of existence of the Manager; (3) Upon the application or consent by the Manager for the appointment of any receiver, trustee or similar officer for all or a substantial part of its property, or the appointment of any such receiver, trustee or similar officer without the application or consent of the Manager which is not discharged or bonded within 60 days; (4) Upon the commencement by the Manager of any bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, ' liquidation or similar proceedings, or involuntary commencement against the Manager of any such proceeding which is not discharged or bonded within 60 days; or (5) Should the Manager, willfully and voluntarily abandon the management of the Property, commit fraud or willfully and voluntarily misapply funds; (c) This Agreement may be terminated by the Manager prior to the end of the Term as follows: R (1) If the Owner materially fails to perform any of its duties or otherwise materially defaults under any provision of this Agreement, and if such material failure to perform or material default (and its consequences) are not cured within 30 days after written notice from the Manager to the Owner; or (2) If the Owner sells all or substantially all of the Property. 6.3- Parties'Rights Upon Termination. (a) Upon termination of this Agreement pursuant to Section 6.2, the Owner shall be obligated to pay the Manager only (i) the p—ro- rata portion of the Property Management Fee accrued as of the date of such termination and (ii) any Reimbursable Expenses payable by Owner under this Agreement which were incurred as of the date of such termination. Nothing contained herein, however, shall in any way release the Manager or the Owner from liability for failure to perform any of its obligations under this Agreement during any period prior to such termination with respect to the Property, (b) At the expiration of the term of this Agreement, or upon termination of this Agreement pursuant to Section 6.2, the Manager shall promptly deliver the following to the Owner or the Owner's appointed agent: (1) A final accounting, reflecting the balance of income land expenses for the Property with respect to which this Agreement was terminated or expired as of the date of termination or expiration; and (2) All written data and materials pertaining, to the Property belonging to the Owner, including, without limitation, all records, contracts, unpaid bills, and all other papers, plans, books, drawings, documents and writings which pertain to the Property or related business or affairs of the Owner that the Manager has in its possession. Such data and information and all such documents shall at all times be the property of the Owner, (c) Owner shall have the right to terminate this Agreement prior to the end of the Term pursuant to Section 6.2(a). Except as otherwise specifically provided in this Agreement, upon any such termination, the parties shall cease to have any further rights and obligations under this Agreement. Upon the termination of this Agreement by the Owner prior to the end of the Tenn, the Owner shall also be entitled to exercise each and every other right or remedy available at law or in equity. (d) The Manager shall have the right to terminate this Agreement prior to the end of the Term pursuant to Section 6.2(b)., Except as otherwise specifically provided in this Agreement, upon any such termination, the parties shall cease to have any further rights and obligations under this Agreement. Upon the termination of this Agreement by the Manager prior 7 to the end of the Term, the Manager shall also be entitled to exercise each and every other right or remedy available at law or in equity. V111 - MISCELLANEOUS 7.1 Estoppel Certificate. The Manager shall from time to time, upon request of the Owner, execute and deliver to the Owner written estoppel certificates which contain the information reasonably requested by the Owner, including, without limitation, a certification that this Agreement is in full force and effect. 7.2 Default and Indemnity, To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Manager, its officers, directors, shareholders, partners, members, parents, subsidiaries, affiliates, agents, subcontractors and employees at every tier and the respective successors and assigns of all of the foregoing (collectively, "Manager Parties") from any and all liabilities, fines, suits, levies, liens, damages, civil or criminal penalties and charges, costs and expenses (including, without limitation, attorneys' fees, expert witnesses' and consultants' fees and costs) claims, actions, causes of action, demands, judgments, losses, lawsuits and other proceedings, of any nature whatsoever, whether in contract or in tort (collectively "Claims") arising out of or relating to the Property and/or the performance of this Agreement; provided, however, that Owner shall not be obligated:to indemnify Manager or a Manager Party for Claims determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence or willful misconduct of Manager or a Manager Party. The foregoing obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity or defense which would otherwise exist under the Agreement and/or under the law as to any party described in this paragraph. Owner's obligations to indemnify defend and hold harmless under this Agreement shall survive the expiration or termination of this Agreement. If a claim is made against an indemnified party which such indemnified party believes is covered by the indemnification under this Section 7.2, the indemnified party shall promptly give the, indemnifying party notice of such claim and the reasonable opportunity to participate in and assume the defense of such action, 7.3 Arbitration. (a) All claims, disputes, controversies and other matters in question arising out of, or relating to, this Agreement or the breach thereof, except for claims which have been waived by the making or acceptance of final payment shall be settled amicably through either (i) direct negotiations between designated executives of the involved parties or (ii) mediation conducted in accordance with the rules of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") in effect at the time such claim, dispute or controversy arises. In the event the parties are unable to resolve their claim, dispute or controversy through executive negotiations or mediation, the claim, dispute or controversy shall be decided by neutral binding arbitration in accordance with the JAMS arbitration rules in effect at the time such claim, dispute or controversy arises, and not by a court action, except as provided by law in the State in which the Property is located for the judicial review of arbitration proceedings. In the event of a dispute as M to the selection of the arbitrator, the JAMS office nearest to the Property shall seled the arbitrator. This agreement to arbitrate shall be specifically enforceable. (b) Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the JAMS. The demand for arbitration shall be made within a reasonable time after the claim, dispute, controversy, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations, Arbitration shall be held in the metropolitan area closest to the Property where the JAMS has an office, The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The fees and expenses associated with dispute resolution shall be borne equally by Owner and —Manager. If, however, any action is brought by either party against the other party to interpret or enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred in connection with the prosecution or defense of such action. (c) Unless otherwise agreed in writing, Manager shall carry on the work with all due diligence during any arbitration proceedings, and Owner shall continue to make payments in accordance with this Agreement. (d) All claims which are related to or dependent upon each other shall be heard by the, same arbitrator or arbitrators even though the parties are not the same unless a specific contract prohibits such consolidation. 7.3 No Third Party Beneficiaries. The rights granted under this Agreement shall be solely for the benefit of Owner and Manager and their respective successors and permitted assigns, and no third party shall have any claim to any such right or benefit thereof. It is further understood and agreed that Manager shall in no event be deemed to have any privity of contract, either express or implied, with any other party besides Owner with respect to Manager's rights and responsibilities set forth in this Agreement. 7.4 Notices. (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement (collectively, "Notices') shall be deemed given if in writing and the same shall be delivered either in hand, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the Notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier). (b) All Notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement (i) if delivered by hand or facsimile upon the date of receipt or refusal, except that whenever under this Agreement a Notice is either received 01 on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day, (ii) if delivered or sent by registered or certified mail, upon the earlier of the expiration of three (3) days after deposit in United States post office facilities properly addressed with postage prepaid or acknowledgment of receipt or (iii) if delivered via overnight courier, on the next business day after deposit with an overnight courier. (c) All such Notices shall be addressed: If to the Owner, to: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: FAX: If to Manager, to: ReNu Resources, LLC c/o CIM Group, Inc. 6922 Hollywood Boulevard, 91h Floor Los Angeles, CA 90028 Attention: Jennifer Gandin Tel: (323) 860-4932 FAX: (323) 860-4901 With a copy to; Renewable Resources Group Holding Company, Inc. 5700 Wilshire Boulevard, Suite 330 Los Angeles, CA 9003 Attention: L. Lloys Frates Tel: (323) 936-9303 FAX: (323) 930-9114 and a copy to: Fragner, Seifert, Pace and Winograd LLP 300 South Grand, 14th Floor Los Angeles, CA, 90071 Attention: Terrence R. Pace, Esq. Tel: (213) 687-2321 FAX: (213) 232-7112 (d) By Notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of 10 such Notice and each shall have the right to specify as its address any other address within the United States of America. 7.5 Headings. The headings in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 7.6 Pronouna. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, party or parties may require. 7.7 Severability. If any clause or provision of this Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then such clause shall be deemed to be deleted therefrom, and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. 7.8 Assignin . The Manager shall not have any right to assign this Agreement; -provided, however, that (i) the Manager shall have the unfettered right to assign this Agreement to an affiliate and (ii) the Managermay subcontract the performance of some or all of its obligations hereunder to any person. All obligations of the Manager hereunder shall be directly performed by the Manager or its subcontractor(s). The Owner shall have the right to transfer the Property at any time in its sole discretion; provided, however that, in such event, this Agreement will be assigned to and assumed by the new owner, subject to the Manager's right to terminate pursuant to Section 6.2(b)(2). If the Owner elects to sell the Property to a new owner, the new owner shall agree to comply with all provisions hereof, and this Agreement shall remain in full force and effect and fully binding on the Manager, and, subject to and conditioned upon, the express assumption by the new owner of all obligations of Owner hereunder, the Owner shall be relieved from further liability hereunder for matters arising from and after the date of such assumption. Such assumption shall not relieve Owner of responsibility for obligations of Owner arising prior to the date of such assumption unless the new owner expressly agrees to be responsible for such previously -incurred obligations of Owner, and Manager consents to such release of liability, 7.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. 7. 10 Governing Law. This Agreement is made pursuant to all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed in accordance with and governed by the laws of the State of California without giving effect to conflicts of laws principles. 7.11 Waiver. No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance of this Agreement shall be construed as a consent or waiver to or of any subsequent breach or default in the performance by such other party of the same or any other obligation hereunder, 11 7. 12 Trade Names. All trade names used in connection with the Property shall be and remain the sole property of the Owner, and the Manager shall have no right to use such trade names other than in the performance of its duties under the terms of this Agreement. 7.13 No Partnership or Joint Venture. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the Owner and the Manager. 7.14 Amendments. This Agreement may not be modified, altered or amended except pursuant to a written instrument executed by the Owner and the Manager. 7.15 Agreement Not an Interest in Real Propgr�t. This Agreement shall not be deemed at any time to be an interest in real estate or a lien of any nature against the Property. This Agreement shall at all times be subject and subordinate to all mortgages on the Property which may now or hereafter be outstanding. This Section shall be self -operative and no further instrument of subordination shall be required by any mortgagee. However, the Owner and/or the Manager shall execute promptly any certificate or other document that any mortgagee may request as to the subordination of this Agreement. 7.16 CountMarts. The Agreement may be executed in counterparts and all counterparts shall be considered part of one Agreement binding on all parties hereto. 7.17 DAys. Reference in this Agreement to "days" shall refer to calendar days. If a date referenced in this Agreement falls on a Saturday, Sunday or federal holiday, it shall be deemed to fall on the next business day. 7.18 Non -Discrimination. In the performance of its obligations under this Agreement, the Manager shall comply with the provisions of any federal, state or local law prohibiting discrimination in housing on the grounds of race, color, sex, creed or national origin, including, without limitation, (i) Title VI of the Civil Rights Act of 1964 (Public Law 88-362, 78 Stat. 2,41), and all requirements imposed by or pursuant to HUD regulations (24 C.F.R., Subtitle A, Part 1) 'issued pursuant thereto, (ii) regulations issued pursuant to Executive Order 11063 and (iii) Title VIII of the 1968 Civil Rights Act. 7.19 Drug Free WoLkTlace. The Manager shall at all times comply with, and shall use its best efforts to cause its employees to at all times comply with, the Federal Drug Free Workplace Act of 1988 or any regulations promulgated thereunder, including, without limitation, the regulations at 24 C.F.R. Part 24 (April 1, 1992). 7.20 Entire Agreement. This Agreement contains the final and entire agreement between the parties hereto with respect to the Manager's engagement as management agent, and they shall not be bound by any terms, conditions, statements, warranties or representation, oral or written, with respect to such engagement not herein contained. 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above, written, — ATTEST: 0 APPROVED AS TO FORM: M OWNER: The City of Vernon, a California municipal corporation By: _ Name: Title: , Legal Counsel MANAGER: ReNu Resources, LLC, a Delaware limited liability company By: CINVOnyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., it's Operating Manager 13 By: Name: J. Ari Swiller Title: Partner ....... ... . . ..... . WWI -A, ;i on �A�Q Q r , AG A Aw map fx, TWO 1 Q A Parcel No. APN Leaal Descril llon Resource Area Acreage Town Range Section 55 153-120-10 29 S 35 E 31 Wind 316 55 153-120-11 29S 35 E 31 Wind 321.04 56 153-110-04 29 S 35 E 36 Wind 637.66 57 153-110-05 29 S 35 E 35 Wind 640 74 153-180-09 29 S 36 E 31 Wind 320 75 153-180-10 29 S 36 E 31 Wind 328.62 88 181-190-14 30S 37 E 31; Grazing 320 89 181-190-15 30S 37 E 31, Grazing 336.48 90 181-190J6 30S 36.5 E 36_ Grazing 83.19 122 442-010-07 30 S, 34 E 11 Wind 640 123 442-010-04 30S 34 E 1 Wind 640.48 124 442-010-02 30S 34 E 2 Wind 160 127 442-030-05 30S 34 E 13 Wind 640 128 442-030-03 30S 34 E 14, Wind 640 131 443-010-02 30S 34 E 23 Wind 640 133 444-010-01 30S 35 E 3 Wind 638.56 134 444-010-04 30S 35 E 2 Wind 319.97 135 444-010-06 30S- 35 E_ I Wind 640.38 136 444-020-16 30S 35 E 7 Wind 640 137 444-020-14 30 S 35 E 8 Wind 160 138 444-020-03 30 S 35 E 5 Wind 631.79 139 444-020-09 30 S 35 E 9 Wind 440 140 444-010-13 30 S 35 E 10 Wind 320 141 444-030-06 30 S 35 E 14 Wind 120 142 444-010-10 30 S 35 E 11 Wind 640 144 444-030-01 30 S 35 E 15 Wind 640 145 444-030-08 30S 35 E 13 Wind 640 146 444-040-02 30S 35 E 17 Wind 640 147 444-040-09 30S 35 E 16 Wind 240 147 444-040-11 30S 35 E 16 Wind 80 147 444-040-13 30S 35 E 16 Wind 160 149 444-040-15 30 S 35 E 21 Wind 640 150 444-030-11 30S 35 E 23 Wind 640 153 444-060-05 30 S 35 E 28 Wind 320 156 444�070-01 30S 36 E 3 Wind 333.43 156 444-070-02 30 S 36 E 3 Wind 320 158 444-080-05 30S 36 E 5 Wind 328.24 159 444-080-06 30S 36 E 5 Wind 3220 160 444-080-11 30S 36 E 8 Wind 360 161 444-080-09 30 S 36 E 9 Grazing 633.24 162 444-080-01 30.S 36 E 6 Wind 328.65 162 444-080-02 30S 36 E 6 Wind 321.47 163 444-080-13 30S 36 E 7 Wind 320 163 444-080-15 30S 1 36 E 1 71 Wind 324.93 15 165 444-090-01 30S 36 E 15 Grazing 634.48 167 444-100-04 30S 36 E 16 Grazing 595.86 168 444-100-02 30S 36 E 17 Wind 648.64 169 444-100-07 30S 36 E 21 Grazing 638.21 170 444-100-10 30S 36 E 19 Wind 320 170 444-100-11 30S 36 E 19 Wind 332 171 444-090-07 30S 36 E 23 Grazing 631.72 172 444-110-03 30S 36 E 25 Grazing 628.96 173 444-110-08 30S 36 E 35 Grazing 640 174 444-110-06 30S 36 E 36 Grazing 560 181 443-030-16 30S 34 E 25 Wind/Mining 640 182 444-010-08 30S 35 E 12 Wind 640 183 444-040-18 30S 35 E 19 Wind/Minin-q- 320 183 -444-040-19 30S 35 E 19 Wind/Mining 328.44 184 444-050-04 30S 35 E 25 Wind/Mining 640 185 444-050-01 30S, 35 E 27 Wind/Mining 640 186 444-060-03 30S 35 E 29 Wlncl/Minin�L 640 187 444-060-08 30S 35 E 33 Wind 640 188 444-120-06 30S 36 E 28 Grazing 160 189 444-120-02 30S 36 E 29 1 Grazing 640 TOTAL 16 29722.44 -A — . COPY OFFICE OF THE CITY ATTORNEY feff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 March 31, 2009 f Via Hand Delivery Ms. L. Lloys Frates Renewable Resources Group Holding Company, Inc. 5700 Wilshire Blvd., Suite 330 Los Angeles, CA 90036 Re: Lease Agreement, Memorandum of Grazing Lease and Property Management Agreement Dear Lloys: Enclosed please find the fully executed Lease, Memorandum of Grazing Lease and Property Management Agreement with ReNu. If you have any questions, please contact me., Sincerel J A arrison CC r y Att rney JH:jl Enclosure (Originals) cc: Ms. Nelly Giron, City Clerk (w/Originals) (Resolution Nos. 9875 and 9882) EJ�c(usivefy Industfial Confidential PROPERTY MANAGEMENT AGREEMENT THIS AGREEMENT is made as of N r0i 3d 2009 by and between the City of Vernon, a California Municipal Corporation (the "Ownef'), and ReNu Resources, LLC, a Delaware limited liability company (the "Manage Recitals: A. The Owner is the owner of approximately 30,000 acres of certain property located in Kern County, California, as more particularly described in Exhibit A attached hereto (the "Property"); B. The parties hereto desire to enter into this Agreement in order to engage the Manager to manage the Property, as manager for the Owner, in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby aclmowledged, the parties hereto, intending to be legally bound, hereby agree as follows: I - DUTIES OF MANAGER 1.1 Appointment. The Owner appoints the Manager, and the Manager accepts such appointment, to be the Owner's manager for the Property on the terms and conditions set forth in this Agreement, 1.2 General Duties. (a) The Manager shall manage, operate, repair and maintain the Property upon the terms and conditions set forth in this Agreement on behalf of, in cooperation with, and under the general supervision of, the Owner as set forth herein, and in compliance with all municipal, state and federal laws, rules, regulations and governmental orders or requirements (collectively, "Laws") applicable to the Property and all mortgages and other encumbrances affecting the Property. (b) The Manager shall (i) apply prudent, sound and efficient business practice in performing its duties and responsibilities under this Agreement in a professional manner consistent with standards of the property management industry applicable to properties of the type of the Property in the region in which the Property is located and (ii) manage, operate, repair and maintain the Property in a manner and condition that is consistent 'with that of properties of the type of the Property. I c) In discharging its duties under this Agreement, subject to the other terms and conditions of thisAgreement, the Manager shall take the normal and customary actions necessary or appropriate to discharge such duties, including, without limitation, the following: (1) Coordinate on behalf of the Owner the ongoing maintenance of the Property; (2) Purchase all materials and supplies directly necessary for the maintenance of the Property; (3) Take such actions as may be reasonably necessary to comply as promptly as practicable with all applicable Laws affecting the Property so long as the Owner is not contesting, or has not stated its intention to contest, any such governmental orders or irements, and take such other actions as may be reasonably requested _--reqU -by the Owner in connection with the management and operation of the Property in accordance with the terms of this Agreement. (d) The Manager shall perform its duties under this Agreement in compliance with all Laws, including, without limitation, every constitutional provision, statute, ordinance, law or regulation of any governmental agency, such as those prohibiting discrimination on the basis of race, creed, color, religion, national origin or physical abilities. I (e) Notwithstanding anything to the contrary provided in this Agreement, the Manager shall not, without the prior written approval of the Owner: (1) Adopt any material change in policy with respect to the management, operation, repair or maintenance of the Property that would be inconsistent with the Manager's obligations under this Agreement; (2) Undertake any material alteration, reconstruction, reconfiguration or other physical change to the Property; (3) Take any action or permit any action to be taken which would violate any Law applicable to the Property; or (4) , Incur any material expenses on behalf of the Owner that are not proper expenses of the Property. IF) 1.3 Hiring and SLipervision of EMployees. (a) Subject to the terms of this Section below, the Manager shall recruit, hire, employ, supervise and discharge such on -site personnel, if any, as are necessary for the efficient management, operation, repair and maintenance of the Property in accordance with the terms of this Agreement. Any such on -site personnel shall be employees or subcontractors of the Manager and shall not be treated or considered as employees or subcontractors of the Owner or any party in any way related to the Owner. All matters pertaining, to the employment, supervision, conversation, promotion and discharge of such personnel shall be the responsibility of the Manager, who is in all respects the employer of such personnel. The Manager shall, in such hiring and other personriel transactions, follow all Laws applicable to wages, hiring practices, workmen's compensation, social security, unemployment insurance, withholding, payroll taxes, hours of labor, working conditions and other employer -employee related subjects. (b) Based on the Manager's reasonable expectations, the Manager has included within the Property Management Fee the salary, payroll taxes, training expenses, worker's compensation insurance and other direct employment costs incurred in connection with the on -site property management personnel and the other non -managerial service employees of the Manager who provide services in Connection - with the operation of the Property that would otherwise need to be obtained through a contract with a third party service provider. To the extent that there is an extraordinary event that causes Manager to incur unexpected personnel costs, Manager shall allocate a reasonable portion of such charges to, Owner pursuant to Section 4.1. 11 - DUTIES OF OWNER 2.1 Relationship with Manager. The relationship of the Manager to the Owner under this Agreement shall be that of independent contractor, not one of general agency. The Manager is engaged independently in the business of managing the Property, as an independent contractor, having only the limited authority specifically set forth in this Agreement. 2.2 Duties. Each of the Owner and the Manager shall respond (by acceptance, rejection, counteroffer or other appropriate action) within a reasonable period of time to all matters which require its consent or approval under this Agreement (or within any specific applicable time period provided in this Agreement). The Owner, in its reasonable discretion, shall, decide whether to grant or withhold its consent or approval to any proposed lease or lease amendment or modification. Whenever in this Agreement it is provided that the Manager shall take any a ction in the name of or on behalf of the Owner, the Owner shall execute any documents which may be reasonably required to effectuate, approve or ratify such actions by the Manager.' 3 III - ACCOUNTING AND RECORDS 3.1 Books and Records. The Manager shall establish and maintain books and records and shall coordinate the timing of all accounting deadlines and closings with the Owner. All entries in such books and records shall be supported by sufficient documentation to ascertain that such entries are accurate. All records, papers, accounts, contracts, leases and files created for the Property shall be the property of the Owner; subject to the right of Manager to make and retain copies thereof for the records of Manager (which records may be retained by Manager after termination of this Agreement). The Owner, its agents or its representatives, shall have the right to inspect such books and records, which the Manager shall make available to the Owner for inspection during normal business hours upon reasonable prior written notice, IV -_ FINANCIAL MATTERS 4.1 Expenses (a) Unless otherwise directed by the Owner, the Manager shall pay all costs in connection with the management and normal maintenance and repair of the Property (but not costs of ownership such as insurance and taxes), provided however, that costs associated with repair and maintenance (including costs incurred under Section 1.3(b)) which exceed $2,500 in a single month which Manager deems necessary to maintain 'or repair the property (the amount that is in excess of $2,500 per month being referred to herein as "Reimbursable Expens " or a "Reimbursable Expense") shall be paid by Owner to Manager either as an advance or reimbursement as described in subsection 4. 1 (b) and Section 5.2, below. The Manager shall promptly remit to the Owner upon request copies of any invoices and bills with respect to the Property reasonably requested by the Owner. (b) Except in the case of emergency, prior to incurring any Reimbursable Expense, the Manager shall submit to Owner a request for approval of such Reimbursable Expense. With respect to any non -emergency Reimbursable Expense, Manager at its election may request advance payment by Owner prior to commencement of the work which is the subject of such Reimbursable Expense, For any Reimbursable Expense which has not been paid in advance by Owner, Manager shall submit invoices for reimbursement to Manager by Owner of such costs, which invoices shall be due and payable in full by Owner no later than 30 days after the date such invoice is delivered to Owner. I! . 4.2 Insurance. Owner shall be responsible for the cost of any public liability and other insurance coverage as Owner may elect to maintain. If requested by Owner, Manager shall obtain and maintain, in the name and at the expense of the Owner, such public liability and other insurance as is reasonably required from time to time by the Owiier. The Manager shall cooperate with the Owner in obtaining such insurance and shall use its diligent efforts to include the Owner under any umbrella insurance policies maintained by the Manager (in which event Owner shall be responsible to reimburse to Manager Owner's proportionate share of such umbrella insurance). The Owner may elect, in its discretion, to obtain and maintain insurance pursuant to this Section 4.2, in which event the Manager shall be relieved of its responsibility to do so. The cost of insurance maintained under this Section 4.2 shall not be included within the costs payable by Manager, but shall be a Reimbursable Expense and shall be reimbursed to the Manager monthly, no later than 30 days after the date an invoice with respect to such insurance cost is delivered to Owner. V - FEES AND REIMBURSEMENTS 5.1 Properly Management Fees. In consideration of the services provided by the Manager under this Agreement, the Owner shall pay to the Manager, for the Property, a fee (the "Property Management Fee"), payable monthly in arrears, of $ 10,000. The payment of the Property Management Fee or any other fees paid to Manager or any affiliate of Manager pursuant to this Agreement shall neither (a) create any express or implied consultant, contractor or developer relationship between Owner and Manager, nor (b) otherwise create any express or implied obligation, liability, or duty by Manager to Owner, or any affiliate, principal, agent, or employee of Owner, except as expressly set forth in this Agreement. 5.2 Reimbursable EMenses. (a) The Owner shall reimburse the Manager for any pre -approved non - emergency Reimbursable Expenses, as well as any emergency Reimbursable Expenses incurred by the Manager in connection with the repair and maintenance of the Property. (b) For any non -emergency Reimbursable Expenses, Manager will submit to Owner a request for approval of such expense and Owner will respond to Manager no later than 30 days after the date of delivery of such request for approval. If Manager requires advance payment by Owner of the subject expense, Manager shall include its request for advance payment in the request for approval of such expense. Upon receipt of approval of a subject Reimbursable Expense by Owner, Manager will perform, or cause to be performed by a third party, of the subject work and, if not previously paid, invoice Owner for the approved Reimburseable Expense. With respect to a Reimbursable Expense which Manager reasonably deems necessary to correct or prevent a hazardous or emergency situation, and for which it is not 5 reasonable to delay work for the time required to obtain Owner approval (such work being deemed an ememency Reimbursable Expens , Manager shall endeavor to provide Owner with written or telephonic notice of the existence of the emergency Reimbursable Expense as promptly as is practicable after Manager has notice of the existence of such emergency Reimbursable Expense. Owner will pay allReimbursable Expense (for which Owner has not previously advanced payment) within 30 days after the date an invoice with respect to such Reimbursable Expense is delivered to Owner. VI - TERM AND TERMINATION 6.1 Term. This Agreement shall commence - on the date hereof and shall, subject to the terms of Section 6.2 below, terminate on the date which is one (1) year following the date on which it is executed (such period, unless it is earlier terminated pursuant to the terms of Section 6.2, being referred to herein as the ".Term'), 6.2 Termination, (a) This Agreement may be terminated by Owner, by delivery of written notice thereof to the Manager, as follows: (1) If the Manager fails to perform any of its duties or otherwise defaults under this Agreement and if such failure to perform or such default (and its consequences) shall have a material adverse effect on the Property and is not cured within 30 days after written notice from the Owner to the Manager; (2) Upon the dissolution or other termination of existence of the Manager; (3) Upon the application or consent by the Manager for the appointment of any receiver, trustee or similar officer for all or a substantial part of its property, or the appointment of any such receiver, trustee or similar officer without the application or consent of the Manager which is not discharged or bonded within 60 days; (4) Upon the commencement by the Manager of any bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, liquidation or similar proceedings, or involuntary commencement against the Manager of any such proceeding which is not discharged or bonded within 60 days; (5) Should the Manager, willfully and voluntarily abandon the management of the Property, commit fraud or willfully and voluntarily misapply funds; or (6) At the Owner's sole and absolute discretion without cause upon 30 days written notice to Manager; (b) This Agreement may be terminated by the Manager prior to the end of the Term as follows: (1) If the Owner materially fails to perform any of its duties or otherwise materially defaults under any provision of this Agreement, and if such material failure to perform or material default (and its consequences) are not cured within 30 days after written notice from the Manager to the Owner; or (2) If the Owner sells all or substantially all of the Property, 6.3 Parties' Rights Upon Termination. (a) Upon termination of this Agreement pursuant to Section 6.2, the Owner shall be obligated to pay the Manager only (i) the p o rata portion of the Property Management Fee accrued as of the date of such termination and (ii) any Reimbursable Expenses payable by Owner under this Agreement which were incurred as of the date of such termination. Nothing contained herein, however, shall in any way release the Manager or the Owner from liability for failure to perform any of its obligations under this Agreement during any period prior to such termination withrespect to the Property. (b) At the expiration of the term of this Agreement, or upon termination of this Agreement pursuant to Section 6.2, the Manager shall promptly deliver the following to the Owner or the Owner's appointed agent: (1) A final accounting, reflecting the balance of income and expenses for the Property with respect to which this Agreement was terminated or expired as of the date of termination or expiration; and (2) All written data and materials pertaining to the Property belonging to the Owner, including, without limitation, all records, contracts, unpaid bills, and all other papers, plans, books, drawings, documents and writings which pertain to the Property or related business or affairs of the Owner that the Manager has in its possession. Such data and information and all such documents shall at all times be the property of the Owner. (c) Owner shall have the right to terminate this Agreement prior to the end of the Term pursuant to Section 6.2(a). Except as otherwise specifically provided in this Agreement, upon any such termination, the parties shall cease to have any further rights and obligations under this Agreement. Upon the termination of this Agreement by the Owner prior to the end of the Term, the Owner shall also be entitled to exercise each and every other right or remedy available. at law or in equity. (d) The Manager shall have the right to terminate this Agreement prior to the end of the Term pursuant to Section 6.2(b). Except as otherwise specifically provided in this Agreement, upon any such termination, the parties shall cease to have any further rights and obligations under this Agreement. Upon the termination of this Agreement by the Manager prior 7 to the end of the Term, the Manager shall also be entitled to exercise each and every other right or remedy available at law or in equity. VII - MISCELLANEOUS 7.1 Estoppel Certificate. The Manager shall from time to time, upon request of the Owner, execute and,deliver to the Owner written estoppel certificates which contain the information reasonably requested by the Owner, including, without limitation, a certification that this Agreement is in full force and effect. 7.2 Default and Indenmily. (a) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Manager, its officers, directors, shareholders, partners, members, parents, subsidiaries, affiliates, agents, subcontractors and employees at every tier and the respective successors and assigns of all of the foregoing (collectively, "Manager Parties") from any and all liabilities, fines, suits, levies, liens, damages, civil or criminal penalties and charges, costs and expenses (including, without limitation, attorneys' fees, expert witnesses' and consultants' fees and costs) claims, actions, causes of action, demands, judgments, losses, lawsuits and other , proceedings, of any nature whatsoever, whether in contract or in tort (collectively "Claims") arising out of or relating to the Property and/or the performance of this Agreement; provided, however, that Owner shall not be obligated to indemnify Manager or a Manager Party for Claims determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence, willful misconduct or breach of this Agreement by Manager or a Manager Party. The foregoing obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity or defense which would otherwise exist under the Agreement and/or under the law as to any party described in this paragraph. Owner's obligations to indemnify defend and hold harmless under this Agreement shall survive the expiration or termination of this Agreement. If a claim is made against an indemnified party which such indemnified party believes is covered by the indemnification under this Section 7.2, the indemnified party shall promptly give the indemnifying party notice of such claim and the - reasonable opportunity to participate in and assume the defense of such action. (b) To the fullest extent permitted by law, Manager shall indemnify, defend and hold harmless Owner, its officers, council members, elected and appointed officials, . departments, agents, subcontractors and employees at every tier and the respective successors and assigns of all of the foregoing (collectively, "Owner Parties") from any and all Claims arising out of or relating to the gross negligence, fraud or willful misconduct by Manager in the performance of its duties under this Agreement; provided, that Manager shall not be obligated to indemnify Owner or an Owner Party for Claims determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence, willful misconduct or breach of this Agreement by Owner or an Owner Party. The foregoing obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity or defense which would otherwise exist under the Agreement and/or under the law as to any party described in this paragraph. Manager's obligations to indemnify defend and hold harmless under this Agreement shall survive the expiration or termination of this Agreement. If a claim is made against an indemnified party which such indemnified party believes is covered by the indemnification under this Section 7.2, the indemnified party shall promptly give the indemnifying party notice of such claim and the reasonable opportunity to participate in and assume the defense of such action. 7.3 Arbitration. (a) All claims, disputes, controversies and other matters in question arising out of, or relating to, this Agreement or the breach thereof, except for claims which have been waived by the making or acceptance of final payment shall be settled amicably through either (i) direct negotiations between designated executives of the involved parties or (ii) mediation conducted in accordance with the rules of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") in effect at the time such claim, dispute or controversy arises. In the event the parties are unable to resolve their claim, dispute or controversy through executive negotiations or mediation, the claim, dispute or controversy shall be decided by neutral binding arbitration in accordance with the JAMS arbitration rules in effect at the time such claim, dispute or . controversy arises, and not by a court action, except as provided by law in the State in which the Property is located for the judicial review of arbitration proceedings. In the event of a dispute as to the selection of the arbitrator, the JAMS office nearest to the. Property shall select the arbitrator. This agreement to arbitrate shall be specifically enforceable. (b) Notice of the demand for arbitration shall, be filed in writing with the other party to this Agreement and with the JAMS. The demand for arbitration shall be made within a reasonable time after the claim, dispute, controversy, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Arbitration shall be held in the metropolitan area closest to the Property where the JAMS has an office. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdi ction thereof. The fees and expenses associated with dispute resolution shall be borne equally by Owner and Manager. If, however, any action is brought by either party against the other party to interpret or enforde any of the terms of this Agreement, the prevailing party shall be entitled to recover from 9 the other party reasonable attorneys' fees and costs incurred in connection with the prosecution or defense of such action. (c) Unless otherwise agreed in writing, Manager shall carry on the work with all due diligence during any arbitration proceedings, and Owner shall continue to make payments in accordance with this Agreement. (d) All claims which are related to or dependent upon each other shall be heard by the same arbitrator or arbitrators even though the parties are not the same unless a specific contract prohibits such consolidation. 7.4 No Third PgM Beneficiaries. The rights granted under this Agreement shall be solely for the benefit of Owner and Manager and their respective successors and permitted assigns, and no third party shall have any claim to any such right or benefit thereof It is further understood and agreed that Manager shall in no event be deemed to have any privity of contract, either express or implied, with any other party besides Owner with respect to Manager's rights and responsibilities set forth in this Agreement. 7.5 Notices. (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement (collectively, "N6&ef) shall be deemed given if in'writing and the same shall be delivered either in hand, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the Notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar, carrier). (b) All Notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement (i) -if delivered by hand or facsimile upon the date of receipt or refusal, except that whenever under this Agreement a Notice is either received on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day, (ii) if delivered or sent by registered or certified mail, upon the earlier of the expiration of three (3) days after deposit in United States post office facilities properly addressed with postage prepaid or acknowledgment of receipt or (iii) if delivered via overnight courier, on the next business day after deposit with an overnight courier. (c) All such Notices shall be addressed: If to the Owner, to: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 10 Attention: Eric T. Fresch, City Administrator Facsimile No.: (323) 587-7596 With a copy to: The City of Vernon 4305 Santa Fe Avenue, Vernon, California 90058 Attention: Jeff Harrison, Esq., City Attorney Facsimile No.: (323) 587-7596 If to Manager, to: ReNu Resources, LLC c/o CIM Group, Inc. 6922 Hollywood Boulevard, 91h Floor Los Angeles, CA 90028 Attention: Jennifer Gandin Tel: (323) 860-4932 FAX: (323) 860-4901 With a copy to: Renewable Resources Group Holding Company, Inc 5700 Wilshire Boulevard, Suite 330 Los.Angeles, CA 9003 Attention: L. Lloys Frates Tel: (323) 936�9303 FAX: (323) 930-9114 and a copy to: Fragner, Seifert, Pace and Winograd LLP 300 South Grand, 14th Floor Los Angeles, CA, 90071 Attention: Terrence R. Pace, Esq. Tel: (213) 687-2321 FAX: (213) 232-7112 (d) By Notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such Notice and each shall have the right to specify as its address any other address within the United States of America. 7.6 . Headinas. The headings in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 11 7.7 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, party or parties may require. 7.8 Severabili1y. If any clause or provision of this Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then such clause shall be deemed to be deleted therefrom, and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. 7.9 Assiam-nent. The Manager shall not have any right to assign this Agreement; provide , however, that (i) the Manager shall have the unfettered right to assign this Agreement to an affiliate and (ii) the Manager may subcontract the performance of some or all of its obligations hereunder to any person. All obligations of the Manager hereunder shall be directly -performed by the Manager or its subcontractor(s). The Owner shall have the right to transfer the Property at any time in its sole discretion; provided, however that, in such event, this Agreement will be assigned to and assumed by the new owner, subject to the Manager's right to terminate pursuant to Section 6.2(b)(2). If the Owner elects to sell the Property to a new owner, the new owner shall agree to comply with all provisions hereof, and this Agreement shall remain in full force and effect and fully binding on the Manager, and, subject to and conditioned upon, the express assumption by the new owner of all obligations of Owner hereunder,. the Owner shall be relieved from further liability hereunder for matters arising from and after the date of such assumption. Such assumption shall not relieve Owner of responsibility for obligations of Owner arising prior to the date of such assumption unless the new owner expressly agrees to be responsible for such previously-inc urred obligations of Owner, and Manager con sents to such release of liability, 7. 10 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. 7.11 Governing Law, This Agreement is made pursuant to all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed in accordance with and governed by the laws of the State of California without giving effect to 'conflicts of laws principles. 7.12 Waiver. No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance of this Agreement shall be construed as a consent or waiver to or of any subsequent breach or default in the performance by such other party of the same or any other obligation hereunder. 7. 13 Trade Names. All trade names used in connection with the Property shall be and remain the sole property of the Owner, and the Manager shall have no right to use such trade names other than in the performance of its duties under the terms of this Agreement. 12 7,14 No Partnership or Joint Venture. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the Owner and the Manager. 7.15 Amendments. This Agreement may not be modified, altered or amended except pursuant to a written instrument executed by the Owner and the Manager. 7.16 Agreement Not an Interest in Real Proper . This Agreement shall not be deemed at any time to be an interest in real estate or a lien of any nature against the Property. This Agreement shall at all times be subject and subordinate to all mortgages on the Property which may now or hereafter be outstanding. This Section shall be self -operative and no further instrument of subordination shall be required by any mortgagee. However, the Owner and/or the Manager shall execute promptly any certificate or other document that any mortgagee may request -as -to thesubordination of this Agreement. 7.17 Counterparts. The Agreement may be executed in counterparts and all counter parts shall be considered part of one Agreement binding on all parties hereto. 7.18 Days. Reference in this Agreement to "days" shall refer to calendar days. If a date referenced in this Agreement falls on a Saturday, Sunday or federal holiday, it shall be deemed to fall on the next business day. 7.19 Non -Discrimination. In the performance of its obligations under this Agreement, the Manager shall comply with the provisions of any federal, state or local law prohibiting discrimination in housing on the grounds of race, color, sex, creed or national origin, including, without limitation, (i) Title VI of the Civil Rights Act of 1964 (Public Law 88-362, 78 Stat. 241), and all requirements imposed by or pursuant to HUD regulations (24 C.F.R., Subtitle A, Part 1) issued pursuant thereto, (ii) regulations issued pursuant to Executive Order 11. 063 and (iii) Title VIII of the 1968 Civil Rights Act. 7.20 Drug Free Workplace. The Manager shall at all times comply with, and shall use its best efforts to cause its employees to at all times comply with, the Federal Drug Free Workplace Act of 19.88 or any regulations promulgated thereunder, including, without limitation, . the regulations at 24 C.F.R. Part 24 (April 1, 1992). 7.21 Entire Agreeme . This Agreement contains the final and entire agreement between the parties hereto with respect to the Manager's engagement as management agent, and they shall not be bound by any terms, conditions, statements, warranties or representation, oral or written, with respect to such engagement not herein contained. 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OWNER: The City of Vernon, a California municipal corporation By: Name: kLe�onis C. Malbuig Title: Mayor ATTEST: By: Name Sharon Duckworth City Clerk Acting Deputy City Clerk APPROVED TO FORM: Jejr. Urrison, City Attorney MANAGER: ReNu Resources, LLC, a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., its Operating Manager By: Name: D. Cole Frates Title: Partner 14 EXHIBIT A EXHIBIT A Properly A-1 LEGAL DESCRIPTION Parcel 1: (APN: 153-120-10 & 11) The East half,. Lots I and 2 of the Northwest quarter, and Lots I and 2 of the Southwest quarter of Fractional Section 3 1, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-110-04) Section 3 6, Township 29 South, Range 3 5 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. . - xcept all oil, -gas, oil -shale, coal, phosphate, sodium, -gold, silver and -all other mineral -deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. . Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and. Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 3 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 3 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 3 1, Township 3 0 South, Range 3 8 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 181-190-15) The West half of Fractional Section 3 1, Township 30 South, Range 37 East, Mount Diablo Base and A-2 Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 V2 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter, 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29,1959 in-B-0-ok-3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided V2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 73 1, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided V2interest in all oil,. gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanch . e Walser, husband and wife as joint tenants, inDeed recorded July 9, 1937 in Book 73 1, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 1.3, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated A-3 area, County of Kern, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat, 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional -Section 3, Township 30-South, Range 35-East,-Mount Diablo Base -and Meridian,- in -the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN- 444-010-04) Lots I and 2 of the Northeast quarter; and the South half of the Northeast quarter; and the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1. 946 (60 Stat. 755), all uranium, thoriurn or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 444-020-09) A-4 The West half of the Northeast quarter of the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Townshiv 30 South, Range 3 5 -East,- Mount -Diablo Base and- Meridian,- in -the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 3 0 South, Range 3 5 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State.of California, according to the Official Plat thereof. Parcel 26: (APN: 444-046-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09, 11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 2 1, Township 30 South, Range 3 5 East, Mount Diablo Base and Meridian ' in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. WIN Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- ___�__�ncorporated_area, County -of Kem,-State of California, according to the --Official- Plat- thereof, - - Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-, incorporated area, County of Kern, State of California, according to the Official Plat thereof. A-6 Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area,County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) 'Section 17, Township-30-South, Range 36 East, Mount Diablo -Base and -Meridian, in-the-un-incorporated-- -- area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 2 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township.30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of A-7 the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 3 0 South, Range 3 5 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 52: (APN: 444-060-03) k Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 2.9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated A-8 area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof, Me