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Resolution No. 2010-021RESOLUTION NO. 2010-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PURCHASE AND SALE AGREEMENT IN CONNECTION WITH THE SALE OF 12,420 ACRES OF PROPERTY IN KERN COUNTY, CALIFORNIA WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City has purchased 29,722.44 acres of land in Kern County, California in an area known as the Tehachapi Wind Resources Area (the "Property"); and WHEREAS, the City of Vernon desires to sell approximately 12,420 acres of the Property (the "Red Rock Land") and has been negotiating with two potential purchasers who would develop the Red Rock Land for renewable energy purposes; and WHEREAS, as part of the sale of the Red Rock Land, the City of Vernon will be granted easements by the buyer across the Red Rock Land. 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 does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby authorizes the City Administrator to execute a Purchase and Sale Agreement and Escrow Instructions (the "Agreement"), in substantially the form attached hereto as Exhibit A, with the potential purchaser who provides the best value to the City, provided that in no event shall the net present value of payments made to the City be less than Thirty -Five million dollars, and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator to execute the Certificates of Acceptance, in substantially the form attached hereto as Exhibit B, for the easements granted, and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City,of Vernon hereby authorizes the City Administrator, or his designee, to take whatever action is deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 5th day of February, 2010. ATTEST: ANUELA GIRON, City Clerk Name: Hilario Gonzales Title: Mayor -2- 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. 2010-21, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, February 5, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2010, at Vernon, California. (SEAL) MANUELA GIRON, tity Clerk -3- EXHIBIT A CO Draft February 4, 2010 PURCHASE AND SALE AGREEMENT BY AND BETWEEN CITY OF VERNON AND DATED AS OF 1. Definitions ............... TABLE OF CONTENTS ............................................................................................ I 2. Property to be Conveyed......................................................................................................7 2.1. Red Rock Land........................................................................................................7 2.2. Red Rock Improvements..........................................................................................7 2.3. Red Rock Appurtenances.........................................................................................7 2.4. Red Rock Transmission Easements.........................................................................7 2.5. Red Rock Miscellaneous Easements.....................................................................10 2.6. Red Rock License..................................................................................................12 2.7. Existing Licenses and Easements..........................................................................12 2.8. Environmental Entitlements...................................................................................17 2.9. Project Agreements................................................................................................17 3. Seller Retained Rights........................................................................................................18 3.1. Seller Retained Transmission Easements..............................................................18 3.2. Seller Retained Miscellaneous Easements.............................................................21 3.3. Seller Retained License..........................................................................................23 3.4. Solar Option Rights................................................................................................23 4. Purchase Price....................................................................................................................23 4.1. Amount..............................................................................................................24 4.2. Payment of Purchase Price.....................................................................................24 4.3. Deposit/Escrow Instructions..................................................................................24 4.4. Closing Statement..................................................................................................24 5. Purchase Price Adjustment................................................................................................24 5.1. Adjustments...........................................................................................................24 5.2. Project Agreements .................................................................................................25 5.3. Recording Costs.....................................................................................................25 5.4. Escrow Fees ...........................................................................................................25 5.5. Title Policy.............................................................................................................25 5.6. Other Charges........................................................................................................26 6. Title....................................................................................................................................26 6.1. Buyer's Title Policy...............................................................................................26 6.2. Objectionable Title Matters and Permitted Exceptions.........................................26 6.3. Cure of Objectionable Title Matters......................................................................26 6.4. Termination for Objectionable Title Matter..........................................................26 6.5. Removal of Liens...................................................................................................27 i 7. Conditions of Closin2.................................................................................. 27 7.1. For Buyer...............................................................................................................27 7.2. For Seller................................................................................................................28 8. Closing.................................................................................................................. 8.1. Closing Date...........................................................................................................28 8.2. Deliveries...............................................................................................................28 9. Representations and Covenants.........................................................................................30 9.1. Representations by Seller.......................................................................................30 9.2. As -is, Where -is, With All Faults............................................................................32 9.3. 'Representations by Buyer......................................................................................32 9.4. Seller's Covenants.................................................................................................33 9.5. Buyer's Covenants.................................................................................................33 10. Risk of Loss Tz 11. Agreements........................................................................................................................34 11.1. Private Property Negotiation Rights......................................................................34 11.2. BLM Negotiation Rights........................................................................................34 11.3. Actions Respecting the Property ............................................................................34 11.4. Mutual Cooperation.......................................................... :.................................... 35 11.5. Further Assurances.................................................................................................35 11.6. Extensions Due to Force Majeure..........................................................................35 12. Default; Liquidated Damages............................................................................................35 12.1. Remedies of Seller..................................................................................................36 12.2. Remedies of Buyer.................................................................................................36 13. Brokerage...........................................................................................................................36 14. Assignment; Binding Effect........................................................ 15. Entire Agreement; Modifications; Advice of Counsel ............... 16. Pronouns; Joint and Several Liability .................................. 17. Invalidity.............................................................................. ii 18. Applicable Law..................................................................................................................38 19. Notice.................................................................................................................................38 20. Calculation of Time...........................................................................................................38 21. Expenses............................................................................................................................39 22. Waivers; Extensions ................. 23. Exhibits..............................................................................................................................39 24. Counterparts; Captions.......................................................................................................39 25. Attorneys' Fees..................................................................................................................39 26. Survival..............................................................................................................................39 27. Approvals...........................................................................................................................39 28. Disputes...:..........................................................................................................................39 28.1. Dispute Resolution.................................................................................................39 28.2. Management Negotiations.....................................................................................40 28.3. Arbitration..............................................................................................................40 28.4. Waiver of Jury Trial......................................,.........................................................42 29. Irrevocable Offer................................................................................................................42 iii LIST OF ATTACHMENTS Exhibit A Description of Wind Land Exhibit B Description of Red Rock Land Exhibit C Description of Red Rock Easement Land Exhibit D Form of Red Rock General Transmission Easement Agreement Exhibit E Form of Red Rock General Miscellaneous Easement Agreement Exhibit F ReNu Easement Land Exhibit G Environmental Entitlements Exhibit H Project Agreements Exhibit H-I Optional Project Agreement Exhibit H-2 Required Project Agreements Exhibit H-3 Project Agreement Leases Exhibit I Form of Seller Retained General Transmission Easement Agreement Exhibit J Form of Seller Retained General Miscellaneous Easement Agreement Exhibit K Form of Escrow Instructions Exhibit L Buyer's Title Commitment Exhibit M Form of Grant Deed Exhibit N Form of Assignment Exhibit O Form of Notice to Counterparties Exhibit P Disclosed Conditions Exhibit Q Depiction of BLM Parcels Included Within Red Rock Project IV PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the Effective Date, by and between the CITY OF VERNON, a California chartered city ("Vernon" or "Seller"), and []. Buyer and Seller are referred to herein sometimes individually as a "Party" and collectively as the "Parties". RECITALS (a) In order to explore the development of renewable energy resources, Vernon entered into that certain_ amended and restated purchase and sale agreement (the "ReNu PSA") dated as of October 8, 2008, with ReNu Resources, LLC ("ReNu"), a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198, pursuant to which Vernon purchased approximately 29,722 acres of land in Kern County, California in an area known as the Tehachapi Wind Resources Area, as more particularly described on Exhibit A (the "Wind Land"). (b) Vernon filed certain permit applications with Kern County for the development of renewable energy resources on the Wind Land, including a specific application for the development of a wind project on an approximately 12,420 acre portion of the Wind Land; as more particularly described on Exhibit B (the "Red Rock Land"). (c) Buyer desires to develop the Red Rock Project on the Red Rock Land. (d) In order to facilitate the development of the Red Rock Project, Vernon desires to sell to Buyer, and Buyer desires to purchase from Vernon, among other things, a fee interest in the Red Rock Land and certain easements appurtenant to the Red Rock Land, all as more particularly set forth below. NOW, THEREFORE, the Parties agree as follows: 1. Definitions. The following terms when used in this Agreement with initial letters capitalized have the meanings set forth below: "Access Requirements" means, with respect to any use of any easement, sub -easement, right-of-way, or other access right, the following: (x) reasonable conditions as the owner of the real property subject to such sub -easement, easement, right-of-way or other access right, as applicable, may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) non-interference in any material respect with the use of the real property subject to such easement, sub -easement, right- of-way or other access right by the owner thereof. "Agreement" means this Purchase and Sale Agreement, together with the exhibits attached hereto. "Arbitrator" has the meaning set forth in Section 28.3. "Assumption Date" means January 15, 2010. "BLM" means the United States Department of Interior Bureau of Land Management. "BLM Parcels" has the meaning set forth in Section 11.2. "Business Day" means any day except a Saturday, Sunday or any holiday legally recognized by the State of California. "Buyer" has the meaning set forth in the preamble of this Agreement. "Buyer's Title Commitment" has the meaning set forth in Section 6.1. "Buyer's Title Policy" has the meaning set forth in Section 6.1. "Claims" has the meaning set forth in Section 9.2. "Closing" means the closing of title with respect to the Property pursuant to this Agreement. "Closing Date" means the date upon which the Closing occurs. "Closing Statement" has the meaning set forth in Section 4.4. "Contaminants" means any pollutants, hazardous or toxic substances or wastes, or contaminated materials including oil and oil products, asbestos, PCBs, urea formaldehyde and all other materials and substances designated or regulated as hazardous or toxic substances or wastes, pollutants or contaminated materials under any Environmental Laws. "Deed" has the meaning set forth in Section 8.2.1(a). "Deposit" has the meaning set forth in Section 4.3. "Dispute" has the meaning set forth in Section 28.1. "Easement Selection Date" has the meaning set forth in Section 2.7.2(b)(i). "Effective Date" means the first day upon which this Agreement has been executed by both Parties. "Environmental Entitlements" has the meaning set forth in Section 2.8. "Environmental Laws" means the Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code §§25300-25395), the Hazardous Waste Contract Law (California Health and Safety Code §§26100-25250.25) and all other Federal, State or local environmental statutes, rules and regulations as enacted or amended from P) time to time and all licenses, permits, certificates or like authorizations issued or promulgated under any of the foregoing. "Escrow" has the meaning set forth in Section 4.3. "Excluded Mineral Rights" means all rights to minerals located 500 feet or more below the surface of the Red Rock Land. "Excluded Subsurface Water" means all rights to any subsurface water located 500 feet or more below the surface of the Red Rock Land to the extent such water is in excess of any subsurface water to be used by Buyer (or its successors and assigns) on or adjacent to the Red Rock Land. "Executive(s)" has the meaning set forth in Section 28.2.1. "Force Maieure" means any event or circumstance making it practicably impossible for a Party to meet a deadline hereunder, to the extent beyond the control of, and not the result of the negligence of, or caused by, the Parry seeking to have a deadline extended hereunder, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome, such as, in the context of designating easements hereunder, droughts, floods, fires or earthquakes having a substantial impact on the Wind Land. "Geological Features Right" means, with respect to any given land, the right to use geological features, if any, in or under such land that are useful for the storage of compressed gasses. "Initial Negotiation End Date" has the meaning set forth in Section 28.2.1. "Knowledge" means, with respect to Buyer, to the best actual knowledge of M. Andrew Starke, and, with respect to Seller, to the best actual knowledge of Donal O'Callaghan and Peter Hervish, in each case, without duty to investigate or inquire. "Inapplicable Exceptions" has the meaning set forth in Section 6.3. "LADWP" means the Los Angeles Department of Water and Power. "Landlocked Land" has the meaning set forth in Section 11.1. "Manager" has the meaning set forth in Section 28.2.1. "Objectionable Title Matters" has the meaning set forth in Section 6.2. "Outside Closing Date" has the meaning set forth in Section 8.1. "Par " and "Parties" has the meaning set forth in the preamble of this Agreement. "Permissible Uses" has the meaning set forth in Section 2.4.2. "Permits" means any material permit, authorization, certification, license, order, exemption or plan required by law for the ownership or operation of the Red Rock Project and acquired or applied for by Seller, including pending applications for the same. ".Permitted Exce tion" means (i) any title exceptions appearing in the Buyer's Title Commitment; (ii) non -delinquent real property taxes; (iii) any liens created by the Project Agreements; (iv) any governmental restrictions or requirements, whether or not recorded; or (v) any documents recorded or exceptions included pursuant to this Agreement. "Project Agreements" means the agreements set forth on Exhibits H-1, H-2, and H-3. "Property" means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the Red Rock Transmission Easements, the Red Rock Miscellaneous Easements, the Red Rock License, the Environmental Entitlements and the Project Agreements. "Property Damage" has the meaning set forth in Section 10. "Purchase Price" has the meaning set forth in Section 4.1. "Purchase Price Adjustment" has the meaning set forth in Section 5. "Real Property" means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the Red Rock Transmission Easements and the Red Rock Miscellaneous Easements. "Red Rock Appurtenances" has the meaning set forth in Section 2.3. "Red Rock BLM Parcels" means the BLM parcels set forth on Exhibit Q hereto. "Red Rock Easement Land" has the meaning set forth in Section 2.4. "Red Rock General Miscellaneous Easement Agreement" has the meaning set forth in Section 2.5.1. "Red Rock General Transmission Easement Agreement" has the meaning set forth in Section 2.4.1. "Red Rock Improvements" has the meaning set forth in Section 2.2. "Red Rock Land" has the meaning set forth in the recitals of this Agreement. "Red Rock License" has the meaning set forth in Section 2.6. "Red Rock Miscellaneous Easements" has the meaning set forth in Section 2.5. "Red Rock Specific Miscellaneous Easement" has the meaning set forth in Section 2.5.2. "Red Rock Specific Miscellaneous Easement Agreement" has the meaning set forth in Section 2.5.2. 4 "Red Rock Specific Miscellaneous Easement Locations" has the meaning set forth in Section 2.5.2. "Red Rock Specific Transmission Easement" has the meaning set forth in Section 2.4.2. "Red Rock Specific Transmission Easement Agreement" has the meaning set forth in Section 2.4.2. "_Red Rock Specific Transmission Easement Route" has the meaning set forth in Section 2.4.2. "Red Rock Transmission Easements" has the meaning set forth'in Section 2.4. "Red Rock Project" means, collectively, any renewable energy projects developed upon the Red Rock Land, the Landlocked Land and/or the Red Rock BLM Parcels. "Referral Date" has the meaning set forth in Section 28.2.1. "ReNu" has the meaning set forth in the recitals of this Agreement. "ReNu Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165196. "ReNu Easement Land" has the meaning set forth in Section 2.7.1. "ReNu Licenses and Easements" has the meaning set forth in Section 2.7.1. "ReNu PSA" has the meaning set forth in the recitals of this Agreement. "ReNu Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165194. "SCE" means Southern California Edison Company. "Seller" has the meaning set forth in the preamble of this Agreement. "Seller Retained Easements" has the meaning set forth in Section 3.2. "Seller Retained General Miscellaneous Easement A[Zreement" has the meaning set forth in Section 3.2.1. "Seller Retained General Transmission Easement Agreement" has the meaning set forth in Section 3.1.1. "Seller Retained License" has the meaning set forth in Section 3.3. 5 "Seller Retained Miscellaneous Easements" has the meaning set forth in Section 3.2. 3.2.2. "Seller Retained Specific Miscellaneous Easement" has the meaning set forth in Section "Seller Retained Specific Miscellaneous Easement Ajzreement" has the.meaning set forth in Section 3.2.2. "Seller Retained Specific Miscellaneous Easement Locations" has the meaning set forth in Section 3.2.2. "Seller Retained Specific Transmission Easement" has the meaning set forth in Section 3.1.2. "Seller Retained Specific Transmission Easement Agreement" has the meaning set forth in Section 3.1.2. "Seller Retained Specific Transmission Easement Route" has the meaning set forth in Section 3.1.2. "Seller Retained Transmission Easements" has the meaning set forth in Section 3.1. "Supplemental Taxes" has the meaning set forth in Section 5.1.1. "Title Company" means First American Title Insurance Company, or, if unavailable, another title company reasonably acceptable to the Parties. "Transmission Owners" has the meaning set forth in Section 2.4. "Vernon" has the meaning set forth in the preamble of this Agreement. "Vernon Retained Land" means the Wind Land excluding the Red Rock Land. "Wind Land" has the meaning set forth in the recitals of this Agreement. "WL Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165195. "WL Licenses and Easements" has the meaning set forth in Section 2.7.2. "WL Miscellaneous Sub -Easement" has the meaning set forth in Section 2.7.2(c). "WL Miscellaneous Sub -Easement Agreement" has the meaning set forth in Section 2.7.2 c ii . "WL Miscellaneous Sub -Easement Locations" has the meaning set forth in Section 2.7.2 c i . 0 "WL Sub -Easements" has the meaning set forth in Section 2.7.2(e)(i). "WL Original Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165193, as amended by that certain first amendment to transmission easement dated October 12, 2009 by and between Vernon and ReNu and recorded by the County Recorder of Kern County on October 23, 2009 as document number 0209157867. "AL Transmission Sub -Easement" has the meaning set forth in Section 2; 7.2(b). "WL Transmission Sub -Easement A reement" has the meaning set forth in Section 2.7.2 b ii . "WL Transmission Sub -Easement Route" has the meaning set forth in Section 2.7.2(b)(i). 2. Property to be Conveyed. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth below, the following: 2.1. Red Rock Land. A fee simple interest in the Red Rock Land, subject to the Seller Retained Easements and the ReNu Licenses and'Easements. For purposes of clarity, pursuant to the ReNu PSA, Seller did not acquire from ReNu, and hence cannot convey to Buyer, the Excluded Mineral Rights and the Excluded Subsurface Water; provided, however, that Buyer shall acquire, and the Excluded Mineral Rights and the Excluded Subsurface Water shall not include, all of Seller's right to the Geological Features Right with respect to the Red Rock Land. 2.2. Red Rock Improvements. The buildings, structures, fixtures and other improvements, if any, affixed to or located on the Red Rock Land (the "Red Rock Improvements"). 2.3. Red Rock Appurtenances. The following (collectively, the "Red Rock Appurtenances"): (i) except for the Excluded Mineral Rights, all oil, gas and other hydrocarbon substances or other mineral rights on and under the Red Rock Land; -and (ii) except for the Excluded Subsurface Water, all water, water stock and water rights on and under the Red Rock Land. 2.4. Red Rock Transmission Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across and through a portion of the Vernon Retained Land described on Exhibit C (the "Red Rock Easement Land") (i) to facilitate the Red Rock Project's access to electric power transmission lines to one of (a) Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner (collectively, "Transmission Owners") and (ii) to permit any other Permissible Uses, in each case in a 7 manner that is consistent with the Access Requirements all as set forth in this Section 2.4 (collectively, the "Red Rock Transmission Easements"). 2.4.1 On the Closing Date, Seller shall record in favor of Buyer a transmission easement agreement substantially in the form of Exhibit D attached hereto (the "Red Rock General Transmission Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this Section 2.4.1. The purpose of the Red Rock General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Transmission Easement and the possible relocation thereof as provided in Sections 2.4.2 and 2.4.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Transmission Easement Agreement. If the Red Rock Specific Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default, the Red Rock General Transmission Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller, to release the Red Rock General Transmission Easement Agreement. 2.4.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the Red Rock Transmission Easements (the "Red Rock Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Red Rock Specific Transmission Easement Route that does not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreement for the Red Rock Specific Transmission Easement Route (the "Red Rock Specific Transmission Easement Agreement"), which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices for transmission lines, including rights of ingress and egress to construct, use or maintain any roads to serve the transmission line and related facilities (such uses are collectively referred to herein as "Permissible Uses"), provided that (A) the width of the corridor specified by the Red Rock Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line, at issue; (B) the Red Rock Specific Transmission Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Transmission Easement Agreement (the "Red Rock Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Transmission Easement, or to make any other use of the area covered by the Red Rock Specific Transmission Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement; (C) the Red Rock Specific Transmission Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed 8 on or serving the Red Rock Specific Transmission Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement and provided Seller reimburses to Buyer any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person using the road with Seller's permission, other than Buyer; (D) the Red Rock Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (E) the Red Rock Transmission Easement may only be used by Buyer to facilitate the transmission of power from the Red Rock Project; and (F) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Red Rock Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Transmission Easement or to serve transmission functions. 2.4.3 From time to time, Buyer may request minor amendments to the Red Rock Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby. agrees not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Red Rock Specific Transmission Easement Agreement in accordance with this Section 2.4.3. 2.4.4 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Transmission Easement could not lie upon the requested portion of the Red Rock Easement Land. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the Red Rock Specific Transmission Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, in accordance with this Section 2.4.4. 2.4.5 Upon the earlier to occur of (i) the commencement of construction of a transmission line over the Red Rock Specific Transmission Easement, or (ii) 0 the execution of the Red Rock Specific Transmission Easement Agreement, Buyer shall, upon request of Seller, release and reconvey the Red Rock General Transmission Easement Agreement with respect to all portions of the Red Rock Easement Land. 2.4.6 Except as specifically provided above, the use of the Red Rock Transmission Easement shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.4.6 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. .2.5. . Red Rock Miscellaneous Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across ' and through the Red Rock Easement Land, to permit Buyer (i) to access utilities and (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct). roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 2.5 (collectively, the "Red Rock Miscellaneous Easements"), in each case only for the benefit of the Red Rock Project and only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Buyer resulting from using the Red Rock Land to access the relevant utilities or constructing roads on the Red Rock Land over the costs that would be incurred from using the Red Rock Easement Land) on the Red Rock Land or within or adjacent to the Red Rock Specific Transmission Easement Route. 2.5.1 On the Closing Date, Seller shall record in favor of Buyer an easement agreement substantially in the form of Exhibit E attached hereto (the "Red Rock General Miscellaneous Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this Section 2.5.1. The purpose of the Red Rock General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Miscellaneous Easement and the possible relocation thereof as provided in Sections 2.5.2 and 2.5.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Miscellaneous Easement Agreement. If (i) the Red Rock Specific Miscellaneous Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default or (ii) the Red Rock Specific Miscellaneous Easement Agreement is executed and recorded by the Parties, the Red Rock General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the Red Rock General Miscellaneous Easement Agreement. 2.5.2 From time to time after the Closing Date and until the expiration of the Red Rock General Miscellaneous Easement Agreement, Buyer and Seller shall cooperate to determine specific locations for the Red Rock Miscellaneous Easements (the "Red Rock Specific Miscellaneous Easement Locations"), that do 10 not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Prior to designating such Red Rock Specific Miscellaneous Easement Locations, Seller shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Red Rock Specific Miscellaneous Easement Locations would materially interfere with Seller's right to exploit the Geological Features Right with respect to the Red Rock Easement Land. If and to the extent that Seller reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Easement Land, the Parties shall cooperate to designate an alternate preferred route for the Red Rock Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Red Rock Specific Miscellaneous Easement Locations (the "Red Rock Specific Miscellaneous Easement Agreement'), provided that (A) the Red Rock Specific Miscellaneous Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Miscellaneous Easement Agreement (the "Red Rock Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Miscellaneous Easement, or to make any other use of the area covered by the Red Rock Specific Miscellaneous Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement; (B) the Red Rock Specific Miscellaneous Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the Red Rock Specific Miscellaneous Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement and provided Seller reimburses to Buyer any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person using the road with Seller's permission, other than Buyer; (C) the Red Rock Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (D) the Red Rock Miscellaneous Easements may only be used by Buyer in connection with the development, construction, maintenance and operation of the Red Rock Project and (E) in no event shall the holder of the Red Rock Miscellaneous Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Miscellaneous Easement. 2.5.3 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Easement Land. Buyer shall consent to any reasonable request and execute an appropriate amendment in recordable form. Seller shall reimburse 11 Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, in accordance with this Section 2.5.3. 2.5.4 Except as specifically provided above, the use of the Red Rock Miscellaneous Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.5.4 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. 2.6. Red Rock License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of the Closing Date, to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of renewable energy resources, in each case in a manner that is consistent with the Access Requirements (collectively, the "Red Rock License"). Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Easement Land. 2.7. Existing Licenses and Easements. 2.7.1 Licenses and Easements Appurtenant to ReNu Easement Land. Pursuant to the ReNu PSA, the ReNu Transmission Easement and the ReNu Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is subject to certain licenses and easements (the "ReNu Licenses and Easements") appurtenant to the land owned by ReNu set forth on Exhibit F (the "ReNu Easement Land"). Buyer hereby acknowledges and agrees that its interest in the Property is subject to the ReNu Licenses and Easements. Buyer agrees that it will from time to time execute such agreements as are reasonably requested or required by Seller or ReNu to reflect the ReNu Licenses and Easements, including amendments to the ReNu Transmission Easement and ReNu Access Easement and License Agreement to which Buyer will be a party. The ReNu Licenses and Easements shall not materially interfere with Buyer's use of the Red Rock Land. 2.7.2 Licenses and Easements Appurtenant to Wind Land. Pursuant to the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is b.enefitted by certain licenses and easements (the "WL Licenses and Easements"). The Parties hereby agree as follows with respect to the WL Licenses and Easements: (a) Exclusive Rights to Easements. Notwithstanding anything to the contrary in the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement, as between Buyer and Seller, Seller shall have the exclusive rights to: 12 (i) the WL Transmission Easement (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Transmission Easement Route (as that term is defined in the ReNu PSA, and also known as the Specific Transmission Easement Route in the WL Original Transmission Easement) and exclusive rights to enter into the WL Specific Transmission Easement Agreement (as that term is defined in the ReNu PSA and also known as the Amended and Restated Transmission Easement in the WL Original Transmission Easement); (ii) the WL Miscellaneous Easements (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Miscellaneous Easement Locations (as that term is defined in the ReNu PSA and also known as the Specific Access Easement Locations in the WL Access Easement and License Agreement) and the exclusive rights to enter into the, WL Specific Miscellaneous Easement Agreement (as that term is defined in the ReNu PSA and also known as the Amended and Restated Access Easement and License Agreement in the WL Original Transmission Easement); (b) WL Transmission Sub -Easement. After the Effective Date and subject to Section 2.7.2(el below, Buyer and Seller shall cooperate to determine a preferred, specific route for a transmission sub -easement to permit Buyer to (i) access and use the electric power transmission lines of LADWP, SCE or a Transmission Owner to serve the Red Rock Project and (ii) to permit any other Permissible Uses, in each case, in a manner that is consistent with the Access Requirements (the "WL Transmission Sub - Easement"). (i) On or prior to July 15, 2010 (the "Easement Selection Date"), Buyer shall provide Seller with a final preferred, specific route for the WL Transmission Sub -Easement (the "WL Transmission Sub -Easement Route"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Transmission Easement Agreement. Provided that ReNu cooperates reasonably in a manner that permits the granting of the WL Transmission Sub -Easement Route, Seller shall designate a WL Specific Transmission Easement Route that includes the WL Transmission Sub -Easement Route and, with input from Buyer, enter into the WL Specific Transmission Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Transmission Easement Agreement, the Parties shall 13 negotiate, execute and record a sub -easement agreement for the WL Transmission Sub -Easement (the "WL Transmission Sub - Easement Agreement"), which agreement shall provide for a sub - easement over the WL Transmission Sub -Easement Route; provided, that the rights granted under the WL Transmission Sub - Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Transmission Easement Agreement. (iii) From time to time, Buyer may also request minor amendments to the WL Transmission Sub -Easement Agreement to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Transmission Easement Agreement and (z) to promptly execute any minor amendments if and when Seller has obtained the necessary modifications to the WL Specific Transmission Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Transmission Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to amend the WL Specific Transmission Easement Agreement. Seller agrees to indemnify Buyer for any incremental costs incurred by Buyer as a result of any amendment. to the WL Specific Transmission Easement Agreement that is requested by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs incurred by Buyer in connection with re -siting or relocating Buyer's transmission infrastructure related to the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Transmission Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the WL Transmission Sub - Easement Route by the Easement Selection Date or to reasonably negotiate the WL Transmission Sub -Easement Agreement, in each 14 case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Transmission Sub - Easement Agreement pursuant to this Section. (c) WL Miscellaneous Sub -Easement. After the Effective Date and subject to Section 2.7.2(e) below, Buyer and Seller shall cooperate to determine preferred, specific locations for miscellaneous sub -easements to permit Buyer to (i) access utilities (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements and to facilitate the development, maintenance or operation of the Red Rock Project (the "WL Miscellaneous Sub -Easement"). (i) On or prior to the Easement Selection Date, Buyer shall provide Seller with final preferred, specific locations for the WL Miscellaneous Sub -Easements (the "WL Miscellaneous Sub - Easement Locations"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Miscellaneous Easement Agreement. Provided that ReNu cooperates reasonably in a manner that permits the granting of the WL Miscellaneous Sub -Easement Locations, Seller shall designate WL Specific Miscellaneous Easement Locations that include the WL Miscellaneous Sub -Easement Locations and, with input from Buyer, enter into the WL Specific Miscellaneous Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Miscellaneous Easement Agreement, the Parties shall negotiate, execute and record a sub -easement agreement for the WL Miscellaneous Sub -Easement (the "WL Miscellaneous Sub - Easement Agreement"), which agreement shall provide for a sub - easement over the WL Miscellaneous Sub -Easement Locations; provided, that the rights granted under the WL Miscellaneous Sub - Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Miscellaneous Easement Agreement. (iii) From time to time, Buyer may also request minor amendments to the WL Miscellaneous Sub -Easement Agreement to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Miscellaneous Easement Agreement and (z) to promptly execute any minor 15 amendments if and when Seller has obtained the necessary modifications to the WL Specific Miscellaneous Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Miscellaneous Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to amend the WL Specific Miscellaneous Easement Agreement. Seller agrees to indemnify Buyer for any incremental costs incurred by Buyer as a result of any amendment to the WL Specific Miscellaneous Easement Agreement that is consented to by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs incurred by Buyer in connection with constructing utilities or access roads in connection with the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Miscellaneous Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the WL Miscellaneous Sub - Easement Locations by the Easement Selection Date or to reasonably negotiate the WL Miscellaneous Sub -Easement Agreement, in each, case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Miscellaneous Sub -Easement Agreement pursuant to this Section. (d) WL Sublicense. Seller hereby grants to Buyer an irrevocable, non-exclusive sublicense, expiring on the fifth anniversary of the Closing Date, to access the ReNu Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of the Red Rock Project, in each case in a manner that is consistent with the Access Requirements. Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the ReNu Easement Land. (e) Miscellaneous. (i) Notwithstanding anything to the contrary herein, Buyer expressly acknowledges that its rights with respect to the 16 WL Licenses and Easements are expressly subject to the terms of the ReNu PSA, the WL. Original Transmission Easement and the WL Access Easement and License Agreement. Accordingly, Buyer's designations of the WL Transmission Sub -Easement and the WL Miscellaneous Sub -Easement (collectively, the "WL Sub - Easements") are limited by and subject to the same terms and conditions as Seller's rights to the WL Licenses and Easements. (ii) Buyer acknowledges and agrees that Seller shall not be liable for any failure by ReNu to timely negotiate or execute agreements in connection with the WL Licenses and Easements. In the event of any dispute between Seller and ReNu in connection with the WL Licenses and Easements, Seller shall reasonably cooperate with Buyer in order to preserve Buyer's rights to the WL Sub -Easements; provided, that Buyer shall reimburse Seller for any reasonable, out-of-pocket expenses actually incurred by Seller to the extent allocable to the preservation of Buyer's rights to the WL Sub -Easements. 2.8. Environmental Entitlements. To the extent assignable and in the manner set forth on Exhibit G. the Permits listed on Exhibit G, including all pending applications therefore or renewals thereof and any environmental studies or work product prepared in furtherance of the same by Seller or at Seller's request (the "Environmental Entitlements") will be assigned to Buyer at the Closing. To the extent that any Permit may not be assigned, Seller shall cooperate with Buyer to withdraw such Permit and provide Buyer with any commercially reasonable information required to expedite its replacement application, if any. 2.9. Proiect Aereements. 2.9.1 On the Closing Date, Buyer shall have the option, at its sole and absolute discretion, of assuming, rejecting or entering into replacements with respect to each of the Project Agreements entered into by Vernon with respect to the Red Rock Land set forth on Exhibit H-1 attached hereto. 2.9.2 Beginning on the Closing Date, Buyer must assume or otherwise indemnify Seller for any costs, expenses or liabilities incurred by Seller under each of the Project Agreements entered into by Vernon with respect to the Red Rock Land set forth on Exhibit H-2 attached hereto. 2.9.3 The Red Rock Land is subject to the Project Agreements set forth in Exhibit H-3 attached hereto. Seller will use commercially reasonable efforts to obtain customary estoppels from the counterparties under such agreements after the Effective Date and assign or novate such agreements to Buyer as soon as practicable after the Closing. 17 3. Seller Retained Rights. With respect to the Property sold by Seller to Buyer hereunder, Seller shall retain and the conveyed Property shall exclude: 3.1. Seller Retained Transmission Easements. Easements appurtenant to and benefiting the Vernon Retained Land located in, over, across and through a portion of the Red Rock Land (i) to permit Seller to access and use electric power transmission lines of LADWP, SCE and any other applicable Transmission Owner and (ii) to permit any other Permissible Uses, in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 3.1 (collectively, the "Seller Retained Transmission Easements"). 3.1.1 On the Closing Date, Buyer shall record in favor of Seller a transmission easement agreement .substantially in the form of Exhibit I attached hereto (the "Seller Retained General Transmission Easement Agreement" ) encumbering the Red Rock Land providing for rights substantially as set forth in this Section 3.1.1. The purpose of the Seller Retained General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Transmission Easement (as defined below) and the possible relocation thereof as provided in Sections 3.1.2 and 3.1.3 below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Seller Retained Specific Transmission Easement Agreement. If the Seller Retained Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Buyer's default, the Seller Retained General Transmission Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release the Seller Retained General Transmission Easement Agreement. 3.1.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the Seller Retained Transmission Easements (the "Seller Retained Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Seller Retained Specific Transmission Easement Route that does not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Transmission Easement Route (the "Seller Retained Specific Transmission Easement Agreement" ); which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices and permit Permissible Uses, provided that (A) the width of the corridor specified by the Seller Retained Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Seller Retained Specific Transmission Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Transmission Easement Agreement (the 18 "Seller Retained Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Transmission Easement, or to make any other use of the area covered by the Seller Retained Specific Transmission Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement; (C) the Seller Retained Specific Transmission Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Transmission Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the Seller Retained Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Seller Retained Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Transmission Easement or to serve transmission functions. 3.1.3 From and after the recording of the Seller Retained Specific Transmission Easement Agreement until the fifth anniversary of the Closing Date Seller shall have (x) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADYM, (y) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Seller to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Seller, connecting to. substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Buyer shall, at the request of Seller, amend the Seller Retained Specific Transmission Easement Agreement for re- recording to an alternate route designated by Seller and subject to Buyer's approval, which approval shall not be unreasonably withheld. It shall not be unreasonable for Buyer to withhold its approval for an alternate route that materially interferes with Buyer's use of the Red Rock Land. From time to time, Seller may also request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive), including, without limitation, amendments to amend the exact location of the Seller Retained 19 Specific Transmission Easement Route. Buyer hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Seller's right to designate an alternate route for the Seller Retained Specific Transmission Easement Route pursuant to the first sentence of this Section 3.1.3. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Transmission Easement Agreement in accordance with this Section 3.1.3. 3.1.4 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Transmission Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Transmission Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, in accordance with this Section 3.1.4. 3.1.5 (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LAD" as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the conveyed land that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to SCE over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the 20 conveyed land that had only been included thereon for purposes of providing an alternate route for connection to SCE. (c) If Seller has not exercised its one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of Section 3.1.3 above by the date that the releases described in clauses (a) and (b) of this Section 3.1.5 have occurred, then Seller's one-time right to designate an lternate route for the Seller Retained Specific Transmission Ease ent Route for interconnection with one other Transmission Owner as rovided in clause (z) of the first sentence of Section 3.1.3 above shall t minate and Seller shall, upon request of Buyer, release and reconvey e Seller Retained General Transmission Easement Agreement in its entir 3,14 Except as specifically provided above, the use of the Seller ketalned Transmission Easements shall be at no additional c t paid by Seller to Buyer, provided that nothing in this Section 3.1.6 shall limit Her's obligation to satisfy any Indemnity obligation as part of the Access Require ents. 3,2, iju Retalnod Miscellaneous Easements. Easement appurtenant to and l Nfiting the Vernon Retained Land located in, over, across and thr gh a portion of the R@d Rook Land to permit Seller to (i) access utilities and (ii) accessland construct roads of any type (dirt, gravel or paved), in each case in a manner thaV' consistent with the Mom Requirements all as set forth in this Section 3.2 (collectively, the "Seller Retained i§b 11 a�7.__ R Easements" and, together with the Seller etained Transmission Ea§�iflent§,§�iflei�t§, @eaileetively, the 11M1ex ..tamed Easements"), but ly to the extent that any Riell ague§§ oaMot foa§onably be provided (including taking i o account the materially increa§ed @64§ to feller resulting from the construction of ro s on the Vernon Retained Lair alid Ply other adjacent land over the costs that would be i curred from using the Red knelt ,and) on the Vernon Retained Land or within or adj�ent to the Seller Retained Speelfle Transmission Easement route. 311 On tl easetYlent agreement Closing Date, Buyer shall ecord in favor of Seller an substantially in the form of xhibit J attached hereto (the Red Rock Land providing for rights substantially The purpose of the Seller Retained General Mis is solely to put of record the possibility of a r Specific Miscellaneous Easement and the possi in Sections 3.2.2 and 3.2.3 below, respectively. use the easement created pursuant to. the Selle Easement Agreement for any uses of or on the the affected property as provided for i�� 1 Miscellaneous Easement Agreement. If {i) 1 Miscellaneous Easement Agreement has no before the fifth anniversary of the Closing Dai 21 reement") encumbering the set forth in this Section 3.2.1. llaneous Easement Agreement ording of the Seller Retained relocation thereof as provided Her shall not .have any right to tained General Miscellaneous ted property and may only use e Seller Retained Specific ie Seller Retained Specific executed and recorded on or >r reasons other than Buyer's default or (ii) the Seller Retained Specific Miscellaneous Easement Agreement is executed and recorded by the Parties, the Seller Retained General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release the Seller Retained General Miscellaneous Easement Agreement. 3.2.2 From time to time after the Closing Date, Buyer and Seller shall cooperate to determine specific locations for the Seller Retained Miscellaneous Easements (the "Seller Retained Specific Miscellaneous Easement Locations") that do not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Prior to designating such Seller Retained Specific Miscellaneous Easement Locations, Buyer shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with Buyer's right to exploit the Geological Features Right with respect to the Red Rock Land. If and to the extent that Buyer reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Land, Seller and Buyer shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Miscellaneous Easement Locations (the "Seller Retained Specific Miscellaneous Easement Agreement"), which agreement shall, among other things, contain provisions and permit uses substantially identical to those in the state industry standard practices for water lines and related facilities, including rights of ingress and egress to construct, use or maintain any roads to serve the water lines and related facilities, provided that (A) in the case of easements for water lines, the width of the corridor specified by the Seller Retained Specific Miscellaneous Easement Agreement shall not exceed the industry standard for the type of water line at issue; (B) the Seller Retained Specific Miscellaneous Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Miscellaneous Easement Agreement (the "Seller Retained Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Miscellaneous Easement, or to make any other use of the area covered by the Seller Retained Specific Miscellaneous Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement; (C) the Seller Retained Specific Miscellaneous Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Miscellaneous Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the 22 Seller Retained Specific Miscellaneous Easement shall generally be non- exclusive, but shall be exclusive in areas that by industry practice are exclusive (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the state industry standard practices for water lines, in no event shall the holder of the Seller Retained Specific Miscellaneous Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Miscellaneous Easement. 3.2.3 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained ,Specific Miscellaneous Easement Agreement or the Seller Retained General Miscellaneous Easement Agreement, as applicable, to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Miscellaneous Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Miscellaneous Easement Agreement or Seller Retained General Miscellaneous Easement Agreement, as applicable, in accordance with this Section 3.2.3. 3.2.4 The use of the Seller Retained Miscellaneous Easements shall be at no additional cost paid by Seller to Buyer; provided that nothing in this Section 3.2.4 shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. 3.3. Seller Retained License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of Effective Date, to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Seller's development of renewable energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Seller shall provide Buyer a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3.4. Solar Option Rights. The Parties hereby agree that nothing in this Agreement shall be deemed to transfer to Buyer any of Seller's rights to the Option (as defined in the ReNu PSA) with respect to the Eligible Solar Land (as defined in the ReNu PSA). As between the Parties, Seller shall have the sole and exclusive right to the Option. 4. Purchase Price. 23 4.1. Amount. The purchase price for the Property is [] plus the Purchase Price Adjustment (the "Purchase Price"). 4.2. PUment of Purchase Price. The Purchase Price shall be payable in full at the Closing in cash by wire transfer of immediately available funds through escrow to a bank account designated by Seller in writing to Buyer prior to the Closing. 4.3. Deposit/Escrow Instructions. Substantially concurrently with the execution of this Agreement by Buyer, Buyer will make a non-refundable deposit with Title Company of [ 1 (the "Deposit") in good funds either by certified bank or cashier's check or by federal wire transfer. Buyer has directed Title Company to hold the Deposit in escrow (the "Escrow") in an interest -bearing account pursuant to the form of escrow instructions attached hereto as Exhibit K. All interest accrued on the Deposit shall be deemed income of Buyer. Buyer and Seller shall split all costs and fees imposed on the Deposit account by Title Company. At the Closing, Title Company shall release the Deposit and all interest accrued thereon to Seller and it shall be applied against the Purchase Price. 4.4. ClosingStatement. As promptly as possible, but in any event no later than three (3) days prior to Closing, Seller shall prepare and deliver to Buyer a reasonably detailed statement (the "_Closing Statement") setting forth Seller's reasonable good faith estimate of the Purchase Price Adjustment as calculated pursuant to Section 5. If Buyer has any objections to the Closing Statement, it shall prepare and deliver to Seller a reasonably detailed statement of its objections within one (1) day after receipt of the Closing Statement. The Parties shall use their reasonable efforts to negotiate in good faith to resolve such objections. If the Parties are unable to reach a resolution with respect to the objections, the dispute shall be resolved pursuant to the dispute resolution provisions set forth in this Agreement. If the dispute is not resolved prior to the Outside Closing Date, the Parties shall Close based on the undisputed portion of the Purchase Price Adjustment. 5. Purchase Price Adjustment. The "Purchase Price Adjustment" shall include an allocation of the costs and expenses set forth in this Section 5 as set forth below. 5.1. Adjustments. The following items shall be adjusted as of 12:01 a.m. on the Assumption Date (all of which net adjustments shall be to the amount payable by Buyer at Closing), in the manner set forth below and, if not expressly set forth below, in accordance with the custom of the locality in which the Red Rock Land is located: 5.1.1 Current real estate and personal property taxes assessed against the Real Property, and any water, sewer or other municipal (or quasi -municipal) improvement tax, charge or other assessment affecting the Property; provided should any charge or assessment be undetermined on the Assumption Date, the last determined charge or assessment shall be used for the purposes of this apportionment; provided, further that any unpaid special assessments (whether assessed prior to, or after, the Assumption Date, but relating to the period prior to the Assumption Date) for transfers occurring or for improvements completed, 24 prior to the Assumption Date shall be the responsibility of, and paid by, Seller; and provided, further that any supplemental real estate taxes and/or assessments against the Property, which are levied within one (1) year after the Assumption Date but which are applicable to the period of time prior to the Assumption Date (collectively, the "Supplemental Taxes"), will remain the responsibility of Seller, and Seller hereby agrees to reimburse Buyer for the amount of the Supplemental Taxes within thirty (30) days after Seller's receipt of Buyer's written demand therefor accompanied by the appropriate tax bill for the Supplemental Taxes, such obligation of Seller to survive the Closing. For clarification purposes, Seller shall not be responsible for any reassessment of the Property due to the conveyance of the Property to Buyer. Seller hereby acknowledges and agrees that if Seller is not exempt from California real estate withholding requirements, Buyer may be required to withhold 3'/3% of the Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. 5.1.2 Water, electricity, gas and other utilities. 5.1.3 Without double -counting, interest earned on the Deposit which shall be a credit in favor of Buyer. 5.1.4 Transferable annual permit, license and/or inspection fees, if any 5.1.5 All other items customarily prorated and/or adjusted at Closing in the locality in which the Red Rock Land is situated. 5.2. Project Agreements, The Purchase Price Adjustment shall include all costs incurred or rents paid by Seller in connection with the Project Agreements from and after the earlier of (i) the Effective Date and (ii) the Assumption Date, to the extent such costs are incurred with respect to the Red Rock Land; provided, that Seller agrees that it will not spend any amounts with respect to any Project Agreement, in each case with respect to the Red Rock Land, without the written consent of Buyer, which consent shall not be unreasonably withheld. 5.3. Recording Costs. The cost of recording the Deed and documentary stamp, transfer and recordation taxes shall be paid by Seller. 5.4. Escrow Fees. Escrow fees and charges shall be split by the Parties; provided, however, if the Agreement is terminated due to a default by one Party, the defaulting Party shall pay all escrow fees and charges. 5.5. Title Policy. Buyer shall be responsible for all costs associated with the Buyer's Title Policy, including all portions attributable to CLTA coverage and any ALTA or extended coverage or special endorsements, including any additional premium charge(s) for endorsements and/or deletions of exception items which would otherwise be Permitted Exceptions; provided, that Seller, and not Buyer, shall pay the cost of endorsements and/or other title coverage accepted by Buyer as cures for Objectionable Title Matters. 25 5.6. Other Charges. All other costs of Closing shall be allocated between Seller and Buyer in accordance with custom in the locality in which the Red Rock .Land is situated. 6. Title. 6.1. Buyer's Title Policy. Seller has obtained the buyer's title commitment attached hereto as Exhibit L (`Baer's Title Commitment"). Buyer shall order from the Title Company a title insurance policy for Buyer's Title Policy with respect to the Real Property in the form of the Buyer's Title Commitment ("Buyer's Title Policy"). Seller shall reasonably cooperate with Buyer to facilitate the issuance of Buyer's Title Policy; provided, however, that in no event shall Seller be obligated to provide any certificate, affidavit or indemnity in connection with Buyer's Title Policy (other than a standard seller's affidavit or pursuant to Section 6.3 below, in each case in a form provided by the Title Company and reasonably acceptable to Seller). 6.2. Objectionable Title Matters and Permitted Exceptions. Except for any new exceptions that were not previously reflected in the Buyer's Title Commitment with respect to which Buyer gives Seller written notice of objection within two (2) Business Days following Buyer becoming aware of such exceptions (collectively, "Objectionable Title Matters"), Buyer shall be deemed to have approved all exceptions to and defects in title to the Real Property which are disclosed in the Buyer's Title Commitment, which are disclosed of record, or which would have been disclosed by an inspection of the Real Property, as of the Effective Date (including, without limitation, the Permitted Exceptions). Additionally, all exceptions and defects to which Buyer has not made timely objection to (as set forth above), and all such exceptions and defects to which Buyer does so object but later waives such objection as provided in this Section 6.2, shall be deemed Permitted Exceptions. 6.3. Cure of Objectionable Title Matters. With respect to any Objectionable Title Matter that is not a valid exception to Seller's title ("Inapplicable Exceptions," including, without limitation, references to leases or tenancies which no longer exist, to instruments or documents which on their face or by law are no longer effective and to matters which have no apparent applicability to the Real Property), Seller shall use commercially reasonable efforts (e.g.; furnishing the Title Company with an affidavit which may be required to establish that a lease or other instrument is no longer in effect or applicable to the Real Property) to have all such matters omitted as exceptions in Buyer's Title Policy; provided, however that nothing in this Section 6.3 shall relieve Buyer of its obligation to Close, regardless of whether and the extent to which any Inapplicable Exceptions have been removed; provided, further, that Seller's obligations to have the Inapplicable Exceptions omitted as exceptions in Buyer's Title Policy shall survive the Closing. 6.4. Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 6.4 of any Objectionable Title Matter (other than Inapplicable Exceptions and any liens required to be removed pursuant to Section 6.5 below), Buyer has either (i) been informed by Seller in writing that it will not cause the removal of the Objectionable Title Matter or, (ii) not received by the date which is two (2) Business Days prior to the Outside Closing Date either (A) where such Objectionable Title Matter would otherwise be within the scope of coverage of Buyer's Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in Buyer's Title Policy, or (B) written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to Buyer's Title Policy or otherwise, in each case reasonably satisfactory to Buyer, then Buyer shall have the right to terminate this Agreement by written notice of termination given to Seller and Title Company no later than one (1) Business Day prior to the Outside Closing Date. If Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have waived its objection to the Objectionable Title Matter(s) in question. Any Objectionable Title Matter with respect to which Buyer waives, or is deemed to have waived, its objection, as provided above, shall be deemed to be a Permitted Exception. 6.5. Removal of Liens. Notwithstanding any other provision hereof, Seller shall obtain the full reconveyance, release or other discharge, of record, at or prior to Closing, of any mortgage, deed of trust or other consensual lien created by Seller with respect to the Real Property, or any other monetary lien caused by the act or omission of Seller (such as mechanic's liens or judgment liens). 7. Conditions of Closina. 7.1. For Buyer. Buyer's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Buyer in its sole and absolute discretion): 7.1.1 Each and every representation and warranty of Seller set forth in Section 9.1 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.1.2 Seller shall have made all of the deliveries contemplated by Section 8.2.1 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Buyer, at its option, may (subject to any rights Buyer may have under Section 12.2) either (i) elect to complete the transactions contemplated by this Agreement, including accepting such title as Seller may convey (provided that, without limiting Seller's unconditional obligation to eliminate on or prior to Closing any Objectionable Title Matters that are monetary liens that can be eliminated by the payment of a sum of money, Buyer may elect to have any Objectionable Title Matters that may be eliminated by the payment of a sum of money not in excess of the Purchase Price paid and eliminated at the Closing from the net Purchase Price funds payable to Seller) or (ii) terminate this Agreement, whereupon Title Company shall promptly return to Buyer (within five (5) days) all sums deposited on account of this Agreement, including all interest earned thereon, and neither Party shall have any further rights or obligations under this Agreement. 27 7.2. For Seller. Seller's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Seller in its sole and absolute discretion): 7.2.1 Each and every representation and warranty of Buyer set forth in Section 9.3 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.2.2 Buyer shall have made all of the deliveries contemplated by Section 8.2.2 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Seller, at its option, may terminate this Agreement and, if the failure of any of such conditions results from Buyer's breach of its obligations under this Agreement, retain the Deposit as the liquidated damages to which Buyer is entitled pursuant to Section 12.2. 8. Closing. 8.1. Closing Date. The Closing shall be held at the office of Latham and Watkins LLP in Los Angeles or at such other place as the Parties hereto shall mutually agree, such Closing to occur on or before the date that is seven (7) days after the Effective Date (the "Outside Closing Date'). Buyer and Seller shall endeavor in good faith to have the Closing occur by "mail," without the necessity for personal appearance by the Parties. 8.2. Deliveries. 8.2.1 By Seller. At least two (2) Business Days prior to the Outside Closing Date, Seller, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form and content reasonably acceptable to counsel for Buyer: (a) The deed conveying to Buyer or its assignee or designee title to the Property in the form of Exhibit M (the "Deed"), together with a separate statement (not to be recorded) of documentary transfer tax dated as of the Closing Date and signed by Seller or its representative stating the applicable conveyance and transfer taxes; (b) An affidavit of Seller dated as of the Closing Date as customarily required by the Title Company, addressed to the Title Company and Buyer, certifying that (a) no services have been performed or materials supplied with respect to the Property during the period preceding the Closing Date for which, under local law, lien rights may exist (or, waivers of mechanics' liens in the event any work shall have been performed or materials delivered within said period, unless in connection with any investigation of the Property undertaken by or on 28 behalf of Buyer prior to the Closing Date), and (b) no tenants or other parties are in or claim or assert rights to possession of the Property, in each case, other than under the Project Agreements. (c) A certification of. Seller, dated as of the Closing Date, addressed to Buyer, that all representations and warranties of Seller in this Agreement remain true and complete, that, to the best of Seller's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to this Agreement up to the Closing Date; (d) Such affidavits as may be customarily and reasonably required by Title Company; (e) All keys, security codes, maintenance records, plans, permits, certificates of occupancy, surveys and building specifications pertaining to the Property which Seller possesses, or to which Seller has access, as of the time of Closing, provided, however, that Seller may deliver such items outside of escrow directly to Buyer upon the Closing; (f) An assignment in the form of Exhibit N; (g) A notice to each of the counterparties under the Project Agreements, each substantially in the form of Exhibit O; and (h) Other documents that may reasonably be required by Buyer and/or Title Company for the Closing. 8.2.2 By Buffer. At least two (2) Business Days prior to the Outside Closing Date, Buyer, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form and content reasonably acceptable to counsel for Seller: (a) A certification of Buyer, dated as of the Closing Date, addressed to Seller, that all representations and warranties of Buyer in this Agreement remain true and complete and that, to the best of Buyer's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Buyer has performed all of its material obligations required by it to be performed pursuant to this Agreement prior to and during the Closing Date; (b) An assignment in the form of Exhibit N; and (c) Other documents that may reasonably be required by Seller and/or Title Company for the Closing. 29 9. Representations and Covenants. 9.1. Representations by Seller. As of the Effective Date and the Closing Date, Seller hereby confirms that the following representations and warranties are true and correct in all material respects: 9.1.1 Seller is a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter. Seller has full legal power and authority to enter into and perform this Agreement in accordance with its terms. The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Seller is a party or by which Seller may be bound or affected. 9.1.2 Seller has full right and title to convey the Property and no other persons or entities are required to consent to or join in the instrument of conveyanceto convey title to Buyer. To the extent any other party has any consent right, the Parties agree to obtain any required consents, if any, after the Closing pursuant to Section 2.9.3. There are no tenancies or claims of tenancies or possession affecting the Property other than those included in the Project Agreements. Seller has no Knowledge that anyone will, at the Closing, have any right to possession of the Real Property, except pursuant to the Project Agreements. 9.1.3 To the best of Seller's Knowledge, there are no outstanding, uncured notices of (and Seller has no Knowledge of) violations of law or applicable regulations, ordinances or codes affecting the Real Property. 9.1.4 Except as disclosed in writing to Buyer, Seller has not received notice of any condemnation proceeding against the whole or any part of the Real Property, and is not aware of any proposed or contemplated exercise of eminent domain with respect to the Real Property or any portion thereof, or private purchase and sale in lieu thereof. 9.1.5 To the best of Seller's Knowledge, the Real Property and each portion thereof is in full compliance with any restrictive covenants for Seller's and any tenant's present use of the Real Property. 9.1.6 Except as set forth in Exhibit P, Seller has never received, and has no Knowledge that the previous owner(s) of the Real Property have ever received, a citation or notice for violating any Environmental Laws (as defined below), with respect to all or any proportion of the Real Property and/or any business conducted upon the Real Property, nor has Seller any Knowledge or reason to 30 believe there exist any Contaminants upon the Real Property and, more particularly, to the best of Seller's Knowledge, except as set forth in Exhibit P no owner or occupant of the Real Property .has ever caused any discharge, release, spillage, loss, seepage or filtration of Contaminants from or on the Real Property (and there has been no determination by any governmental agency or any court of law that any owner or occupant of the Real Property has ever caused any such discharge, release, spillage, loss, seepage or filtration). Exhibit P contains a list of all environmental reports and notices with respect to the Real Property or any portion thereof which Seller is aware and which were prepared during the five years preceding the Effective Date. To the best of Seller's Knowledge, there are no underground or aboveground storage tanks at the Real Property that contain or contained any Contaminants. 9.1.7 Each Project Agreement is in full force and effect. Seller has performed all obligations (including any obligations to perform work or pay construction and/or improvement allowances) and is not in default under any Project Agreements. Seller has no Knowledge of any defaults by any counterparty under any Project Agreement. All brokerage commissions, fees and other compensation and remuneration in connection with each Project Agreement (including with respect to the future exercise of any option to extend, renew and/or expand) have been (or will have been, as of the Closing Date) paid in full. 9.1.8 To the best of Seller's Knowledge, Seller has received no written notice that any counterparty under any Project Agreement is the subject of a bankruptcy or insolvency proceeding. 9.1.9 Seller is not the subject of a bankruptcy, insolvency or probate proceeding. 9.1.10 Other than the leases and any other contracts (including any leasing, management and maintenance contracts) included in the Project Agreements, Seller has no Knowledge of, and has not entered into, any lease, tenancy, occupancy or service agreement or any other agreement that will materially affect the Real Property after the Closing. 9.1.11 No notice has been either received or delivered by Seller or any other party regarding any outstanding default or breach under any of the Project Agreements, which has not been cured in full. 9.1.12 To the best of Seller's Knowledge and belief, there are no pending or threatened lawsuits or proceedings concerning the whole or any part of the Real Property or any tenant on the Real Property. 9.1.13 The Property constitutes. one or more separate tax lots under applicable laws, ordinances and regulations and no further subdivision or re -subdivision is required for the conveyance of the Property to Buyer. 31 9.2. As -is, Where -is, With All Faults. Buyer has had an opportunity to review all aspects of the Property to its full and complete satisfaction. Except for Seller's express representations, warranties and covenants contained herein, (a) Buyer has agreed to accept the Property "AS -IS, WHERE IS, AND WITH ALL FAULTS," and (b) Buyer unconditionally and completely releases Seller from any and all costs, liability, damage, injury, expense, cause of action, claims and liabilities of every nature now or hereafter arising (collectively, "Claims") with respect to the condition of the Property, including any such Claims that Buyer does not know or suspect to exist in its favor as of the Effective Date, which if known to Buyer would have materially affected Buyer's willingness to enter into this Agreement. Without making the foregoing release a general release, Buyer hereby waives Section 1542 of the California Civil Code, which reads as. follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Buyer acknowledges that Buyer is represented by counsel and that Buyer understands the significance of executing this Agreement and the release of claims set forth above. Buyer's Initials: Except for the express representations and warranties of Seller set forth in this Agreement, Buyer acknowledges and agrees that Seller has made no warranties or representations of any nature whatsoever as to the Property. Except as expressly set forth in this Agreement, Seller disclaims any and all express or implied representations and warranties, and Buyer waives irrevocably all of same (including, but not limited to, the size of the Property, the zoning and current entitlements, the suitability of the Property for Buyer's intended use, the feasibility of additional entitlements, the effects of governmental restrictions, soils and geology conditions, access, ingress and egress, easements with respect to the Property, the presence of Contaminants, condition of title, insurability and all other matters of any and every nature concerning the Property). 9.3. Representations by Buffer. As of the Effective Date and the Closing Date, Buyer hereby confirms that the following representations and warranties are true and correct in all material respects: 9.3.1 Buyer is a []. Buyer has full legal power and authority to enter into and perform this Agreement in accordance with its terms. The person signing this Agreement on behalf of Buyer is authorized to do so. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in 32 connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Buyer is a party or by which Buyer may be bound or affected. 9.3.2 The execution and delivery of this Agreement and the payment and performance by Buyer of its payments and obligations hereunder require no further action or approval in order to constitute this Agreement as a binding and enforceable obligation of Buyer and all such actions have been duly taken by Buyer. 9.3.3 Except for the express representations, warranties and covenants of Seller set forth in this Agreement, upon Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations, and, except for Seller's express representations, warranties and covenants contained herein, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, liability, causes of action with respect to the condition of the Property, including such for toxic torts or other such environmental claims, losses, damages, costs and expenses (including attorneys' fees and court costs) of each and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller (and Seller's members, officers, managers, attorneys, agents or representatives) at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property. 9.4. Seller's Covenants. During the period of time following the Effective Date and on or prior to the Closing Date: (a) Seller shall not consent to any liens, attachments or other encumbrances being placed, filed or recorded against the Property or any portion thereof without Buyer's express written consent; (b) Seller shall maintain the Real Property (including all buildings and grounds) in their usual and normal condition, and as required pursuant to the Project Agreements and other agreements affecting the Real Property; (c) except as provided in Section 2.9.3, Seller shall not enter into any modification, amendment or termination of any Project Agreement affecting the Property, or the grant of any concessions thereunder, without the prior written consent of Buyer; and (d) Seller shall perform any of the obligations required to be performed by it under any of the Project Agreements. 9.5. Buyer's Covenants. Seller is engaging in the transaction hereunder with the understanding that Buyer intends to explore the use of and primarily use the Red Rock Land for the development of renewable energy resources. Buyer hereby covenants to explore the development of renewable energy resources on the Red Rock Land. 10. Risk of Loss. The risk of loss or damage to the Real Property or any personal property by fire or other casualty or cause beyond Seller's control, or the taking or proposed 33 taking of all or a portion of the Real Property by condemnation, eminent domain or other governmental acquisition proceedings (collectively, "Property Damage") in advance of the Closing Date shall be borne by Seller. In the event of Property Damage that involves a sum of less than $250,000, Buyer shall accept the Real Property as provided in this Agreement without any reduction of the Purchase Price, and Buyer shall be entitled to an assignment from Seller of all insurance proceeds or condemnation or other award due or payable on account of such Property Damage, plus a closing statement credit equal to the deductible under such policy, less any amount actually expended by Seller in connection with the repair (including temporary repair) or replacement of such Property Damage. In the event that such Property Damage involves a sum in excess of $250,000, Buyer shall accept the Real Property as provided in -this Agreement with a reduction of the Purchase Price equal to the amount of such'Property Damage not actually mitigated by Seller; provided, that the reduction of the Purchase Price shall be reduced by all insurance proceeds or condemnation or other award due or payable on account of such Property Damage and assigned to Buyer by Seller. 11. Agreements. 11.1. Private Property Negotiation Rights. As between the Parties, for a period of five (5) years commencing on the Closing Date, Buyer shall have the exclusive right to negotiate an arrangement, including any purchase, lease or easement arrangement, for any power generation activities with the owners of private property located within Section 14, Township 30, Range 35 and Section 22, Township 30, Range 35 (such private property, the "Landlocked Land"). Notwithstanding the foregoing, during such five (5) year period Seller shall have the right to seek nonexclusive rights -of -way or other rights with respect to Landlocked Land for access, studies, construction laydown and similar matters reasonably necessary to support the construction, operation and maintenance of any energy projects on any of the Vernon Retained Land; provided, that such non- exclusive rights do not interfere with Buyer's right to seek power generation development rights on the Landlocked Land. 11.2. BLM Negotiation Rights. There are certain BLM parcels located in and around the Vernon Retained Land (the "BLM Parcels"). Nothing in this agreement confers any exclusive rights with respect to the BLM Parcels. The Parties agree to share any wind, environmental or other data and studies pertaining to the BLM Parcels as of the Effective Date. The Parties agree to negotiate in good faith a commercial arrangement after the Closing regarding exclusive development rights on the BLM Parcels. 11.3. Actions Respecting the Property. As of the Effective Date and until the Closing Date, except as otherwise required by law, each Party agrees not to (i) engage in any substantive communication with any public agency with jurisdiction over the Property; (ii) make any public disclosure or statement regarding the Property, (iii) make any commitment or promises with respect to the Property; or (iv) take any action that affects the entitlements or applications for entitlements with respect to the Property, without first giving prior notice and obtaining the consent of the other Party, which consent is not to be unreasonably withheld, as well as providing an opportunity for the other Party to participate in any such activity. In the event a Party is required by law to engage in conduct in contravention of any of provisions (i) through (iv) above, such Party 34 shall provide prompt written notice of the same to the other Parry, who shall be entitled to seek an appropriate protective order or other judicial remedy at its sole cost and expense. 11.4. Mutual Cooperation. The Parties agree to cooperate reasonably after the Closing with respect to renewable energy project development on land that either Party owns or controls in and around the Wind Land, including without limitation the following: (1) sharing copies of permit applications, studies, data, surveys for sensitive and protected resources, and raw wind monitoring data, (2) sharing similar information developed on land owned by BLM and private parties in the vicinity of any such projects, (3) refraining from making any public statements .or comments in opposition to any such project of the other Party, (4) providing other commercially reasonable assistance in the development of such projects, (5) agreeing to share, on a commercially reasonable basis, infrastructure (including roads, transmission and other infrastructure) for such projects, in each case, with a commercially reasonable cost allocation between the Parties. 11.5. Further Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other Party to consummate the transaction contemplated by this Agreement. The provisions of this Section 11.5 shall survive Closing. 11.6. Extensions Due to Force Majeure. If because of a Force Majeure either Party is unable to meet any deadlines in this Agreement, including, without limitation, deadlines for the designation of easements or execution of agreements related thereto, such Party shall receive an extension of the applicable deadline corresponding to the delay caused by the Force Majeure; provided, that: 11.6.1 the Party claiming Force Majeure, no more than five (5) Business Days after the initial occurrence of the claimed Force Majeure event, gives the other Party notice describing the particulars of the occurrence; 11.6.2 the Party claiming Force Majeure, within ten (10) Business Days of providing notice of the occurrence of the Force Majeure, provides evidence reasonably sufficient to establish that the occurrence constitutes a Force Majeure as defined in this Agreement; and 11.6.3 the duration of the Force Majeure shall not deemed to be any longer than is reasonably necessary for the Party claiming Force Majeure to meet the applicable deadline hereunder. Provided, that if the Party claiming Force Majeure fails to provide timely notice as provided in Sections 11.6.1 and 11.6.2, the duration of the extension allowed as a result of the Force Majeure shall be reduced on a day -for -day basis corresponding to the number of days by which such Party failed to provide timely notice. 12. Default; Liquidated Damages. 35 12.1. Remedies of Seller. IN THE EVENT THAT THE SALE OF THE PROPERTY FAILS TO CLOSE BY THE OUTSIDE CLOSING DATE AS A RESULT OF ANY BREACH OR DEFAULT OF BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT, INCLUDING ALL INTEREST ACCRUED THEREON, AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S BREACH OR DEFAULT AND AS FULL LIQUIDATED DAMAGES (AND NOT AS A PENALTY OR FORFEITURE) FOR SUCH BREACH IN VIEW OF THE UNCERTAINTY AND IMPOSSIBILITY OF ASCERTAINING SUCH DAMAGES TO SELLER. BOTH SELLER AND BUYER AGREE THAT THE AFORESAID AMOUNT CONSTITUTES A REASONABLE FORECAST OF DAMAGE WHICH WOULD BE SUSTAINED BY SELLER IN THE EVENT OF BREACH BY BUYER CONSIDERING ALL THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER SHALL HAVE NO FURTHER LIABILITY EITHER IN LAW OR IN EQUITY FOR BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING FAILURE OR REFUSAL TO ACCEPT TITLE TO THE PROPERTY) AFTER DELIVERY OF THE DEPOSIT TO SELLER. SELLER'S INITIALS: BUYER'S INITIALS: 12.2. Remedies of Buyer. In the event that the sale of the Property fails to close as a result of any breach, default, act or omission of Seller, Buyer, at its option, may either (i) elect to complete the. transactions contemplated by this Agreement notwithstanding Seller's breach (including the prosecution of an action for specific performance, if necessary), in which event Buyer conclusively shall be deemed to have waived all Seller's breaches known to Buyer as of the Closing, or (ii) terminate this Agreement, in which event (a) the Deposit, together with all interest earned thereon, shall be promptly (within five (5) days) returned to Buyer, (b) Seller shall reimburse Buyer for out-of-pocket expenses actually incurred by Buyer (including reasonable attorneys' fees) for the examination of the Property, preparation and negotiation of this Agreement, conducting its inspections of the Property and preparation for Closing, up to a maximum of $500,000.00, and (c) Buyer conclusively shall be deemed to have waived all other rights and remedies arising out of Seller's breaches. 13. Brokerage. With respect to the.transaction contemplated by this Agreement, each of Seller and Buyer represents that it is not represented by a broker, except that Seller has been represented by Barclays Capital as its financial advisor. Seller hereby agrees that it is solely liable for any commissions or fees payable to Barclays Capital. Each Party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said Party will protect, indemnify, defend and hold the other Party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith. 14. Assignment, Binding Effect. 14.1. Buyer may, without the consent of Seller, and without being relieved of any liability hereunder, (a) at any time, assign its rights under this Agreement to any affiliate, but only if the affiliate assumes in writing the obligations hereunder and provides to Seller an original of such assignment and assumption agreement (and provided that the assignment does not have the effect of causing the conveyance of any property to be conveyed by Seller hereunder to violate any law) or (b) solely after the Closing, assign its rights under this Agreement (in whole or in part) to a buyer of all or a portion of the Property; provided, that any such assignment shall be subject to the Seller Retained Easements and the Seller Retained License. 14.2. Seller may not assign its rights under this Agreement prior to the Closing. 14.3. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective legal representatives, heirs, administrators, executors, successors and assigns. 15. Entire Agreement; Modifications; Advice of Counsel. This Agreement embodies the entire contract between the Parties hereto with respect to the Property and the subject matter hereof and supersedes any and all prior negotiations, agreements and understandings, written or oral, formal or informal, all of which are deemed to be merged herein. No modification or amendment to this Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer, and no notice of any extension, change, modification or amendment made or claimed by Seller or Buyer (except with respect to expressly permitted unilateral waivers or extension rights) shall have any force or effect whatsoever unless the same are endorsed in writing and fully signed by Seller and Buyer. This Agreement has been drafted through a joint collaborative effort of the Parties, each of which has been represented by competent, qualified, independent counsel. Each of Buyer and Seller hereby acknowledges and agrees that (i) it has been represented by such competent, qualified, independent counsel in connection with this Agreement; (ii) it has executed and delivered this Agreement with and based on the advice and guidance of such counsel; and (iii) this Agreement is the result of full and deliberate negotiations between the Parties hereto and the advice and assistance of their respective counsel and, therefore, any generally applicable rule of construction to the effect that ambiguities in a document or agreement are to be construed in the manner less or least favorable to the drafting Party shall not apply to this Agreement; accordingly, since this Agreement and its provisions were the subject of such a joint and collaborative effort,, any ambiguity in this Agreement or any of its provisions shall not be construed in favor of or against either of the Parties. Without limiting the generality of the foregoing, each of Buyer and Seller hereby acknowledges and agrees that the fact that this Agreement was prepared by one Party's counsel as a matter of convenience shall have no import or significance whatsoever. Any uncertainty or ambiguity of this Agreement shall not be construed against either Party because of the fact that the other Party's counsel prepared this Agreement in its final form. 16. Pronouns; Joint and Several Liability. All pronouns and nouns and any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties or the context may require. 17. Invalidity. If any term or provision of this Agreement shall to any extent or for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but the remainder of this Agreement and 37 each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, subject to such modification hereof as may be necessitated by such invalidity. 18, Applicable Law. This Agreement shall be governed by �nd construed in accordance with the laws of the State of California. 19, fic . Any notice required or given under this Agreement 41all be effective when deposited with the United States mail, certified, return receipt requested, ostage prepaid, or upon delivery (or refusal of delivery) when sent by overnight courier servic or, by facsimile transmimlon, and addressed to the following addresses: 1f to Seller: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Donal O'Callaghan, City Administrator Telephone No.: (323) 583-8811 p'acsimlle No.: (323) 587-7596 with a dopy to RMard§j Watson and (kr8hon 188 §but l Ofand Avm% 40th door L6§ Afigela CA 40011,4469 Attenti`dh, L-MF* ORAUI .; Vernon City Attorney Teleph&ANo:: P) lk&- 484 Facsimile I�o.. (M) with a copy to: Latham & vkiki § t0 355 South iq A i4(e Los Ange e�, &ffiiW %bT1--1560 Attention: M� W. #%f6 §, 1�sq. Telephone No.: (213) 485-1234 Facsimile No.: (213) 891-8763 If to Buyer: Either Party may designate by notice given to the other a new address to whichbtices intended for such Party shall thereafter be given. 20, Calculation of Time. Whenever in this Agreement a period of a is stated as a number of days it shall be construed to mean calendar days; provided, how , that when any period of time so stated would end upon a Saturday, Sunday or legal holid.a uch period shall be deemed to end upon the next day following which is not a Saturday, Sunt legal holiday. 38 21. Expenses. Whether or not the transactions contemplated under this Agreement are consummated, each Party, unless otherwise provided, shall pay its own expenses incident to the preparation and performance of this Agreement, including, without limitation, attorneys' fees. 22. Waivers; Extensions. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act. 23. Exhibits. All exhibits attached to this Agreement are hereby incorporated by this reference into this Agreement. 24. Counterparts; Captions. This Agreement may be executed in counterparts, each of which shall be deemed an original. The captions are for convenience of reference only and shall not affect the construction to be given any of the provisions hereof. 25. Attorneys' Fees. .Except as provided in Section 28.3, if either Party becomes involved in an action or proceeding or litigation arising out of this Agreement or the performance thereof, the prevailing Party shall be entitled to its attorneys' fees and costs (including attorneys' fees and costs pursuant to 11 U.S.C.) from the other Party. Unless judgment goes by default, the attorneys' fee award shall not be computed in accordance with any Court schedule, but shall be such as to fully reimburse all attorneys' fees and costs actually incurred in good faith, regardless of the size of the judgment, it being the intention of the Parties to fully compensate for all the attorneys' fees and costs paid or incurred in good faith; provided, however, said attorneys' fees and costs shall in no event exceed the amount of any monetary judgment. 26. Survival. The representations, warranties and covenants of Seller and Buyer contained herein (other than Section 9 hereof) shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall- survive the Closing Date; provided, that the representations, warranties and covenants of Seller and Buyer contained in Section 9 hereof shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall survive the Closing Date for a period of only one (1) year after the Closing Date. 27. Approvals. Any -approval by Buyer or Seller that is required not to be unreasonably withheld shall be understood to mean not to be unreasonably withheld, delayed or conditioned. 28. Disputes. 28.1. Dispute Resolution. Except as provided in the next sentence, the sole procedure to resolve any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to the terms of this Agreement, or to either Party's performance or failure of performance under this Agreement ("Dispute"), is the dispute resolution procedure set forth in this Section 28. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, 39 in which case both Parties nonetheless can continue to pursue resolution of the Dispute by means of this procedure. 28.2. Management Negotiations. 28.2.1 The Parties will attempt in good faith to resolve any Dispute by prompt negotiations between each Party's authorized representative, or such other person designated in writing as a representative of the Parry (each a "Manager"). Either Manager may request a meeting to be held in person or telephonically to initiate negotiations to be held within ten (10) Business Days of the other Parry's receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies ("Executive(s)"), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written Notice confirming the referral and identifying the name and title of the Executive who will represent the Party. 28.2.2 Within five (5) Business Days of the Referral Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. 28.2.3 All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential, compromise/settlement negotiations and shall not be used or referred to or admissible in any subsequent binding adjudicatory process between the Parties. 28.2.4 If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section 28.2.1, refuses or does not meet within the ten (10) Business Day period specified in Section 28.2.1, either Party may initiate final binding arbitration of the Dispute according to the terms of the following Section 28.3. 28.2.5 Neither Parry shall seek to commence any litigation or arbitration proceeding without first satisfying this Section 28.2, and any failure of a Party to do so shall constitute a sufficient basis for dismissal without prejudice of any proceeding so attempted. 28.3. Arbitration. Either Party may initiate binding arbitration with respect to the Dispute by serving upon the non-moving Party a written demand for binding arbitration. Any such arbitration proceeding shall be before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric industry that has previously served as an arbitrator with AAA, CPR, JAMS, or any other mutually agreeable arbitrator (the "Arbitrator"). The Arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party or their Affiliates and be bound by the California "Ethics Standards for Neutral Arbitrators in Contractual Arbitration." The Parties shall cooperate'_ with one another in promptly selecting the Arbitrator and in scheduling the 40 arbitration to commence no later than one hundred eighty (180) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Such arbitration shall be conducted in accordance with the laws of the State of, California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California. Prehearing discovery shall be limited as follows. Subject solely to the authority of the Arbitrator to modify the provisions of this subsection before the arbitration hearing upon a showing of exceptional circumstances, each side in the arbitration shall be entitled to take up to three (3) discovery depositions. No more than ten (10) interrogatories (including all subparts) shall be permitted. No residual, shadowed or deleted data or metadata shall be required to be produced. Any disputes concerning discovery obligations or protection of discovery materials shall be determined solely by the Arbitrator. The foregoing limitations shall not be deemed to limit a Party's right to subpoena witnesses or the production of documents at the arbitration hearing, nor to limit a Party's right to depose witnesses that are not subject to subpoena to testify in person at the arbitration hearing; provided, however, that the Arbitrator may, upon motion, place reasonable limits upon the number of such testimonial depositions. No deposition (discovery or testimonial) shall exceed eight (8) hours in length. All direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. Each Party shall cooperate in making available for cross-examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Only damages allowed pursuant to the terms of this Agreement may be awarded and, without limitation to the foregoing, the Arbitrator shall have no jurisdiction to consider (a) any punitive, exemplary, special, indirect, incidental, consequential or similar damages arising under, arising out of or related to this Agreement or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss or (b) any challenge to the validity of the limitation of liability provisions contained in this Agreement. The Arbitrator shall be bound by the terms and conditions of this Agreement, and any relevant evidence and testimony, and shall render the decision within thirty (30) calendar days following conclusion of the arbitration hearing. The award rendered by the Arbitrator shall be (i) in writing, signed by the Arbitrator, stating the reasons upon which the award is based and (ii) final and binding upon the Parties. Judgment on the award may be entered and enforced by any court of competent jurisdiction thereof. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party's individual attorneys' fees and costs related to such Party's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, in such manner as the Arbitrator shall determine. 41 Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. Should it become necessary for the prevailing Party to seek judicial enforcement of the arbitration award, all attorneys' fees and costs associated with that effort shall be taxed against the losing Party. 28.4. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 29. Irrevocable Offer. By executing and delivering this Agreement to Seller, Buyer hereby irrevocably offers to enter into this Agreement until the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, and Buyer acknowledges that Seller has advised Buyer that Seller will be taking certain actions in reliance of Buyer's irrevocable offer. This irrevocable offer may be accepted by Seller at any time on or before the date that is seven (7) days after Seller's receipt of Buyer's executed signature page by delivery of an executed counterpart of this Agreement to Buyer. In the event that Seller has not executed and delivered this Agreement to Buyer by the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, Buyer's irrevocable offer shall lapse, unless otherwise extended in writing by Buyer, and Buyer shall be entitled to a full refund of the Deposit, including any interest accrued thereon. [signature page follows] 42 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. By: Name: Title: Date: SELLER: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: Date: S-1 Name: Title: APPROVED AS TO FORM: By: Name: Title: Final Exhibit Confidential EXHIBIT A TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF WIND LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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 36, 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. 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel3: (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 31, 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 31, 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 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2059159.1 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and 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 '/2 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 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'/Z 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 731, 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''/2 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 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, 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. Exhibit A to Purchase and Sale AEreement 2 LA\2059159.1 Parcel 13: (APN: 442-030-03) Section 14, 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 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 1 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, 1946 (60 Stat. 755), all uranium, thorium 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. Exhibit A to Purchase and Sale Agreement 3 LA\2059159.1 Parcel 20: (APN: 444-020-09) 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, 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 23: (APN: 444-010-10) Section 11, 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 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: 444-040-02) 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 21, 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. Exhibit A to Purchase and Sale Agreement 4 LA\2059159.1 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- incorporated area, County of Kern, 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. Exhibit A to Purchase and Sale Agreement 5 LA\2059159.1 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 21, 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 thereo f. 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 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. Exhibit A to Purchase and Sale Agreement 6 LA\2059159.1 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. Parcel 49: (APN: 444-040-18 & 19) 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 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 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) 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 29, 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. Exhibit A to Purchase and Sale Agreement 7 LA\2059159.1 Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 Bast, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A to Purchase and Sale Allreement 8 LA\2059159.1 Final Exhibit Confidential EXHIBIT B TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 LA\2061107.1 Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Exhibit B to Purchase and Sale Agreement 2 LA\2061107.1 Parcel 19: APN 444-010-13-00-7 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 SbUthWC§t Quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, lfl the tiliineorporated area, County of Kern, State of California, according to the Official Plat thereof. 1POPP-01201 APN 18341044-00-9 §ect16h Uf Town§hlp 29 Routh, Range 35 East, Mount Diablo Rase and Meridian, in the unincorporated area, Courity 0f kef11, §tdt@ Of (Califorhia; dwording to the Official Plat thereof. Except all oil, gas, oii shale; Ebfal3 PhO9Ph6t% 9Od6n, gold, silver and all other mineral deposits contained in said land, and further reserving fd fife MdW Of California and persons authorized by the State, the right to drill for and extract such depb§49 Of rail and gag, Orgas, and to prospect for, mine and remove such deposits of other minerals from said WAA dhd W OWAIpy and use so much of the surface of said land as may be required therefore, upon W i philli@e With the 0onditions and subject to the provisions and limitations of Chapter 5, Part f; Dli%WIA 6 Of & Pnhllc Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, P e(§) NI Of 6#fidal Records. Parcel 21: APN 153-180-09-01=4 The East half of Fractional Section 31; TMA N South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area;'E'3'aii @f , State of California., according to the Official Plat thereof Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Tow1�r§ 1i N %"o�'il'E, Mange 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of �, % bOC-Adifornia, accordingito the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 Easy, VAIM Diablo Base and Meridian, area, County of Kern, State of CnlfthM, according to the Official Plat thereof. Exhibit B to Purchase and Sale Agreement 3 LA\2061107.1 the unincorporated Final Exhibit Confidential EXHIBIT C TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36'/2 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 thereo f Except an undivided %2 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 731, Page(s) 490 of Official Records. LA\2061112.1 Parcel 6: (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 7: (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''/2 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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, 1946 (60 Stat. 755), all uranium, thorium 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 Exhibit C to Purchase and Sale Anreement 2 LA\2061112.1 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 thereo f. Parcel 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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 20: (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. Exhibit C to Purchase and Sale Agreement 3 LA\2061112.1 Parcel 21: (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 thereo f. Parcel 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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. Parcel26: (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 27: (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 28: (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 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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. Exhibit C to Purchase and Sale Agreement 4 LA\2061112.1 Parcel 30: (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 31: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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. Parcel33: (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 34: (APN: 444-120-02) Section 29, 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. Exhibit C to Purchase and Sale Aereement 5 LA\2061112.1 Final Exhibit Confidential EXHIBIT D TO PURCHASE AND SALE AGREEMENT FORM OF RED ROCK GENERAL TRANSMISSION EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: RED ROCK TRANSMISSION EASEMENT AGREEMENT THIS RED ROCK TRANSMISSION EASEMENT AGREEMENT (this "Red Rock Transmission Easement Agreement") is made as of February [ ], 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue, Vernon, CA 90058 ("Grantor"), to ] ("Grantee"), with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and Grantee and dated as of February [_], 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements located in, over, across and through the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land (i) to permit Grantee to access and use electric power transmission lines to one of (a) the Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner LA\2061115.1 (collectively, the "Transmission Owners") and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below) (collectively, the "Red Rock Transmission Easement"). For the purposes of this Red Rock Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Red Rock Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. Effectiveness. Grantee shall have no right to use the Red Rock Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Red Rock Transmission Easement within the Red Rock Easement Land (the "Red Rock Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Red Rock Transmission Easement Agreement, which shall amend and restate this Red Rock Transmission Easement Agreement to, among other things, amend Exhibit A hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Transmission Easement Route (the "Amended and Restated Red Rock Transmission Easement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Red Rock Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Transmission Easement Agreement, which shall contain those provisions required pursuant to Section 2.4 of the PSA with respect to the "Red Rock Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (F) of Section 2.4.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Red Rock Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Red Rock Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 2.4.3 of the PSA, C. a provision that, except as specifically provided for in Section 2.4 of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2.4.6 of the PSA, and Exhibit D to Purchase and Sale Agreement LA\2061115.1 d. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA), to request that the Amended and Restated Red Rock Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.4.4 of the PSA. 3. Term. If the Amended and Restated Red Rock Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Red Rock Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Red Rock Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Transmission Easement Agreement, no additional payment shall be required of Grantee for the Red Rock Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Red Rock Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Red Rock Transmission Easement and rights granted in this Red Rock Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Red Rock Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of this Red Rock Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. GoverninL Law. This Red Rock Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assigns; Covenants Running with the Land. This Red Rock Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and .licensees. All of the provisions of this Red Rock Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. Exhibit D to Purchase and Sale Agreement 1,A\2061115.1 9. Severability. If any provision of this Red Rock Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understandinit. This Red Rock Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Red Rock Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Red Rock Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Red Rock Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. Exhibit D to Purchase and Sale Agreement LA\2061115.1 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 16. Counterparts. This Red Rock Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Exhibit D to Purchase and Sale Agreement LA\2061115.1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Red Rock Transmission Easement Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: By: Name: Title: APPROVED AS TO FORM: LE Name: Title: GRANTOR'S ACKNOWLEDGMENT State of California ) County of ) On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Exhibit D to Purchase and Sale A reement LA\2061115.1 (Seal) GRANTEE: By: Name: Title: GRANTEE'S ACKNOWLEDGMENT State of California ) County of ) On before me, , a Notary Public, personally appeared , who proved to one on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. , WITNESS my hand and official seal. Signature (Seal) Exhibit D to Purchase and Sale A reement LA\2061115.1 EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND [To come from Exhibit C to PSA] Exhibit D to Purchase and Sale A reement LA\2061 ] ] 5.1 EXHIBIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exhibit D to Purchase and Sale Agreement LA\2061115.1 EXHIBIT B CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City f Vernon by that certain dated 2010 executed by is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. of the City Council of the City adopted on 2010, and the grantee consents to recordation thereof by its duly authorized officer. Date: CITY OF VERNON DONAL O'CALLAGHAN City Administrator ATTEST: Manuela Giron, City Clerk (Property: Assessor's Parcel Nos. ) ACKNOWLEDGMENT State of California ) County of Los Angeles ) On personally appeared before me, (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public (Seal) R ECIFFIVED APPROVED FES 0 '10 CI` COUNCIL FEB 0 4 2010 41 ci1Y CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION OFFICE DATE: February 4, 2010 TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, City Administrator RE: Sale of 12, 420 Acres of Property in Kern County, California As you are aware, the City of Vernon has entered into an auction process for the sale of a portion of its purchased land in Tehachapi, California. This portion of land has been designated the Red Rock Wind Project and consists of,12, 420 acres. The City Administrator over the past several weeks during Regular City Council meetings has been reporting to the Council on the status of this auction. As reported in our last City Council meeting, we are nearing completion of this auction process and are in final negotiations with two bidders for the property. Both of these bidders being major developers in the wind energy sector. We believe this process will come to a conclusion over the next few days. Reguest In order to facilitate the timely selection and execution of the most favorable bid tendered, it is requested that the City Council approve and delegate authority to the City Administrator to take all necessary actions, including consulting with the City's financial and legal advisors, to execute the Purchase and Sale Agreement in connection with the sale of the 12,420 acres of the property in Kern County, California referred to as the Red Rock Wind Project, for the most favorable offer tendered in this auction process. CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: February 8, 2010 TO: Donal O'Callaghan, City Administrator/Director of Light & Power FRV. Nelly Giron, City Clerk RE: Resolution No. 2010-21 — A Resolution of the City Council of the City of Vernon Authorizing the City Administrator to Execute a Purchase and Sale Agreement in Connection With the Sale of 12,420 Acres of Property in Kern County, California Transmitted herewith is a copy of Resolution No. 2010-21 referenced above, which was approved by City Council on February 5, 2010. Thank you. NG:dj c: Resolution No. 2010-21 Agreement File No. 10-012 �Py - —o.X. 1 r'rY i� o e-nc r ker e.rv1. tv LATHAM&WATKINSLLP ~�{4i'��IlY March 17, 2010 VIA FEDEX Donal O'Callaghan The, City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Dear Donal: 355 South Grand Avenue Los Angeles, California 80071-1560 Tel: +1.213.485.1234 Fax: +1213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan File No. 037484-0015 Re: Purchase and Sale Agreement, by and between City of Vernon and Boulevard Associates, LLC (NextEra), dated as of February 18, 2010 Enclosed for your files, please find: Four (4) velobound closing sets and four (4) CDs in connection with the above -referenced transaction Please distribute the other closing sets and CDs to Larry Wiener and Peter Hervish.. An additional set and CD has been provided herewith. Should you have any questions, if you need additional copies, or if I can be of any further assistance, I can be reached at (213) 891-8406. Very truly yours, Daichi It Paralegal Enclosures cc: Neeraj Arora, Esq. (w/o attachments) Peter Jasinski, Esq. (w/o attachments) PIEC D MAR 18 2010 LA12075231.1 BY Project Wind . Closing Date: February 18, 2010 DOCUMENTS.; Purchase and Sale Agreement, by and between City of Vernon("Seller") and Boulevard Associates, LLC ("Buyer"), dated as of February 11, 2010 (the "Agreement")...................................................... 1 Exhibits to the Agreement: Exhibit A — Description of Wind Land............................................................................................ 2 Exhibit B — Description of Red Rock Land..................................................................................... 3 Exhibit C — Description of Red Rock Easement Land..................................................................... 4 Exhibit D - Form of Red Rock General Transmission Easement Agreement ................................. 5 Exhibit E — Form of Red Rock General Miscellaneous Easement Agreement ................................ 6 Exhibit F — ReNu Easement Land.:.................................................................................................. 7 Exhibit G — Environmental Entitlements......................................................................................... 8 Exhibit H-1 — Optional Project Agreements.................................................................................... 9 Exhibit H-2 — Required Project Agreements................................................................................... 10 Exhibit H-3 — Project Agreement Leases......................................................................................... 11 Exhibit I - Form of Seller Retained General Transmission Easement Agreement .......................... 12 Exhibit J — Form of Seller Retained General Miscellaneous Easement Agreement ........................ 13 Exhibit K — Form of Escrow Instructions........................................................................................ 14 Exhibit L — Buyer's Title Commitment........................................................................................... 15 Exhibit M — Form of Grant Deed.........................:........................................................................... 16 Exhibit N — Form of Assignment..................................................................................................... 17 Exhibit O - Form of Notice to Counterparties................................................................................. 18 Exhibit P — Disclosed Conditions ....................................... :.......................................................... .. 19 LA\2065954.5 037484-0015 DOCUMENTS TAB Exhibit Q — Depiction of BLM Parcels Included Within Red Rock Project .................................... 20 Escrow Agreement, by and among Seller, Buyer and First American Title Insurance Company ("Ag_ent"), dated as of February 12, 2010..................................................................................................... 21 Grant Deed from Seller to North Sky River Energy, LLC ("North S "), dated as of February 16, 2010 and recorded on February 19, 2010.....................................................:........................................................ 22 Seller Retained General Transmission Easement, by North Sky to Seller, dated as of February 18, 2010 and recorded on February 19, 2010......................................................................................................._...... 23 Seller Retained Access Easement and License Agreement, by North Sky to Seller, dated as of February 18, 2010 and recorded on February 19, 2010................................................................................................ 24 Red Rock General Transmission Easement, by Seller to North Sky, dated as of February 18, 2010 and recordedon February 19, 2010..................................................................................................................... 25 Red Rock Access Easement and License Agreement, by Seller to North Sky, dated as of February 18, 2010 and recorded on February 19, 2010..................................................................................................... 26 Assignment, by and between Seller and North Sky, dated as of February 18, 2010.................................... 27 Closing Statement — Seller, per the Agreement............................................................................................ 28 Certificate of Non -Foreign Status................................................................................................................ 29 Seller's Closing Certification........................................................................................................................ 30 Buyers's Closing Certification...................................................................................................................... 31 Escrow Settlement Statement — Seller.......................................................................................................... 32 Escrow Settlement Statement — Buyer.......................................................................................................... 33 Vernon's Corporate Documents and Certificates Resolution No. 2010-21, adopted and approved February 5, 2010.................................................. 34 North Sky's Corporate Documents and Certificates Certificateof Formation................................................................................................................... 35 OperatingAgreement..........................................................:............................................................ 36 GoodStanding Certificate................................................................................................................ 37 fee = � I s am Recording Instructions from Latham & Watkins LLP to First American Title Insurance Company, datedFebruary 17, 2010................................................................................................................................ 38 Amendment to Memorandum of Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions, by and between Seller and ReNu Resources, LLC "ReNu", dated February 2, 2010 and recorded on February 4, 2010....................................................................................................... 39 ii LA\2065954.5 037484-0015 DOCUMENTS TAB Escrow Instructions from ReNu, dated February 2, 2010............................................................................. 40 CEQANotices of Exemption........................................................................................................................ 41 Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions by and between ReNu and Seller and First Amendment to Transmission Easement, by and between ReNu and Seller, dated as of October 12, 2009 and recorded on October 23, 2009............................................... 42 iii LA\2065954.5 037484-0015 PURCHASE AND SALE AGREEMENT BY AND BETWEEN CITY OF VERNON AND BOULEVARD ASSOCIATES, LLC DATED AS OF FEBRUARY 11, 2010 LA\2049679.12 Execution Version TABLE OF CONTENTS 1. Definitions........................................................................................................................1 2. Property to be Conveyed......................................................................................................7 2.1. Red Rock Land........................................................................................................7 2.2. Red Rock Improvements..........................................................................................7 2.3. Red Rock Appurtenances.........................................................................................7 2.4. Red Rock Transmission Easements.........................................................................7 2.5. Red Rock Miscellaneous Easements .............................. ...10 2.6. Red Rock License..................................................................................................12 2.7. Existing Licenses and Easements..........................................................................12 2.8. Environmental Entitlements...................................................................................17 2.9. Project Agreements................................................................................................17 3. Seller Retained Rights........................................................................................................18 3.1. Seller Retained Transmission Easements..............................................................18 3.2. Seller Retained Miscellaneous Easements.............................................................21 3.3. Seller Retained License..........................................................................................23 3.4. Solar Option Rights................................................................................................23 4. Purchase Price....................................................................................................................23 4.1. Amount..................................................................:...............................................24 4.2. Payment of Purchase Price..............................:......................................................24 4.3. Deposit/Escrow Instructions..................................................................................24 4.4. Closing Statement........................................................ :......................................... 24 5. Purchase Price Adjustment................................................................................................24 5.1. Adjustments...........................................................................................................24 5.2. Project Agreements................................................................................................25 5.3. Recording Costs.....................................................................................................25 5.4. Escrow Fees............................................................................................................25 5.5. Title Policy.............................................................................................................25 5.6. Other Charges........................................................................................................26 6. Title ....................................................................................................................................26 6.1. Buyer's Title Policy...............................................................................................26 6.2. Objectionable Title Matters and Permitted Exceptions .........................................26 6.3. Cure of Objectionable Title Matters......................................................................26 6.4. Termination for Objectionable Title Matter..........................................................26 6.5. Removal of Liens...................................................................................................27 i LA12049679.12 t 7. Conditions of Closing........................................................................................................27 7.1. For Buyer...............................................................................................................27 7.2. For Seller................................................................................................................28 8. Closing...............................................................................................................................28 8.1. Closing Date...........................................................................................................28 8.2. Deliveries...............................................................................................................28 9. Representations and Covenants.........................................................................................30 9.1. Representations by Seller...................................................................................30 9.2. As -is, Where -is, With All Faults ........................... 9.3. Representations by Buyer......................................................................................32 9.4. Seller's Covenants.................................................................................................33 9.5. Buyer's Covenants.................................................................................................33 10. Risk of Loss.......................................................................................................................34 11. Agreements........................................................................................................................34 11.1. Private Property Negotiation Rights......................................................................34 11.2. . BLM Negotiation Rights........................................................................................34 11.3. Actions Respecting the Property ............................................................................34 11.4. Mutual Cooperation..............................................................................................:35 ssurances................. ................................................................................35 11.5. Further Assurances...... 11.6. Extensions Due to Force Majeure..........................................................................35 11.7. Sky River Transmission Line.................................................................................36 12. Default; Liquidated Damages............................................................................................37 12.1. Remedies of Seller.................................................................................................37 12.2. Remedies of Buyer.................................................................................................37 13. Brokerage...........................................................................................................................37 14. Assignment; Binding Effect...............................................................................................38 15. Entire Agreement; Modifications; Advice of Counsel......................................................38 16. Pronouns; Joint and Several Liability................................................................................38 17. Invalidity............................................................................................................................39 18. Applicable Law..................................................................................................................39 19. Notice.................................................................................................................................39 LA\2049679.12 m 20. Calculation of Time...........................................................................................................40 21. Expenses............................................................................................................................40 22. Waivers; Extensions...........................................................................................................40 23. Exhibits........................................................... .24. Counterparts; Captions.......................................................................................................40 25. Attorneys' Fees..................................................................................................................40 26. Survival ............................................................................................................................... 40 27. Approvals...........................................................................................................................40 28. Disputes...............................................................................................................................41 28.1. Dispute Resolution.................................................................................................41 28.2. Management Negotiations.....................................................................................41 28.3. Arbitration..............................................................................................................41 28.4. Waiver of Jury Trial........................................................... :................................... 43 29. Irrevocable Offer................................................................................................................43 LA\2049679.12 LIST OF ATTACHMENTS Exhibit A Description of Wind Land Exhibit B Description of Red Rock Land Exhibit C Description of Red Rock Easement Land Exhibit D Form of Red Rock General Transmission Easement Agreement Exhibit E Form of Red Rock General Miscellaneous Easement Agreement Exhibit F ReNu Easement Land PaiCAI( W erws Exhibit G Environmental Entitlements r Exhibit H Exhibit H-1 Project Agreements Optional Project Agreem nts Exhibit H-2 Required Project Agreeme Exhibit H-3 Project Agreement Leases Exhibit I Form of Seller Retained General Transmission Easement Agreement Exhibit J Form of Seller Retained General Miscellaneous Easement Agreement Exhibit K Form of Escrow Instructions Exhibit L Buyer's Title Commitment Exhibit M Form of Grant Deed Exhibit N Form of Assignment Exhibit O Form of Notice to Counterparties Exhibit P Disclosed Conditions Exhibit Q Depiction of BLM Parcels Included Within Red Rock Project iv LA\2049679. ] 2 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the Effective Date, by and between the CITY OF VERNON, a California. chartered city ("Vernon' or "Seller"), and Boulevard Associates, LLC, a Delaware limited liability company (`Buyer"), a subsidiary ofNextEra Energy Resources, LLC, a Delaware limited liability company. Buyer and Seller are referred to herein sometimes individually as a "PI!!y" and collectively as the "Parties". RECITALS (a) In order to explore the development of renewable energy resources, Vernon entered into that certain amended and restated purchase and sale agreement (the "ReNu PSA") dated as of October 8, 2008, with ReNu Resources, LLC ("ReNu"), a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198, pursuant to which Vernon purchased approximately 29,722 acres of land in Kern County, California in an area known as the Tehachapi Wind Resources Area, as more particularly described on Exhibit A (the "Wind Land"). (b) Vernon filed certain permit applications with Kern County for the development of renewable energy resources on the Wind Land, including a specific application for the development of a wind project on an approximately 12,420 acre portion of the Wind Land, as more particularly described on Exhibit B (the "Red Rock Land"). (c) Buyer desires to develop the Red Rock Project on the Red Rock Land. (d) In order to facilitate the development of the Red Rock Project, Vernon desires to sell to Buyer, and Buyer desires to purchase from Vernon, among other things, a fee interest in the Red Rock Land and certain easements appurtenant to the Red Rock Land, all as more particularly set forth below. NOW, THEREFORE, the Parties agree as follows: 1. Definitions. The following terms when used in this Agreement with initial letters capitalized have the meanings set forth below: "Access Requirements" means, with respect to any use of any easement, sub -easement, right-of-way, or other access right, the following: (x) reasonable conditions as the owner of the real property subject to such sub -easement, easement, right-of-way or other access right, as applicable, may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) non-interference in any material respect with the use of the real property subject to such easement, sub -easement, right- of-way or other access right by the owner thereof. "Agreement" means this Purchase and Sale Agreement, together with the exhibits attached hereto. "Arbitrator" has the meaning set forth in Section 28.3. LA\2049679.12 "Assumption Date" means January 15, 2010. "BLM" means the United States Department of Interior Bureau of Land Management. "BLM Parcels" has the meaning set forth in Section 11.2. "Business Day" means any day except a Saturday, Sunday or any holiday legally recognized by the State of California. "Buyer" has the meaning set forth in the preamble of this Agreement. "Buyer's Title Commitment" has the meaning set forth in Section 6.1. "Buyer's Title Polia" has the meaning set forth in Section 6.1. "Claims" has the meaning set forth in Section 9.2. "Closing" means the closing of title with respect to the Property pursuant to this Agreement. "Closing Date" means the date upon which the Closing occurs. "Closing Statement" has the meaning set forth in Section 4.4. "Contaminants" means any pollutants, hazardous or toxic substances or wastes, or contaminated materials including oil and oil products, asbestos, PCBs, urea formaldehyde and all other materials and substances designated or regulated as hazardous or toxic substances or wastes, pollutants or contaminated materials under any Environmental Laws. "Deed" has the meaning set forth in Section 8.2.1(a). ."Deposit" has the meaning set forth in Section 4.3. "Dispute" has the meaning set forth in Section 28.1. "Easement Selection Date" has the meaning set forth in Section 2.7.2(b)(i). "Effective Date" means the first day upon which this Agreement has been executed by both Parties. "Environmental Entitlements" has the meaning set forth in Section 2.8. "Environmental Laws" means the Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code §§25300-25395), the Hazardous Waste Contract Law (California Health and Safety Code §§26100-25250.25) and all other Federal, State or local environmental statutes, rules and regulations as enacted or amended from 2 LA\2049679.12 time to time and all licenses, permits, certificates or like authorizations issued or promulgated under any of the foregoing. "Escrow" has the meaning set forth in Section 4.3. "Excluded Mineral Rights' means all rights to minerals located 500 feet or more below the surface of the Red Rock Land. "Excluded Subsurface Water" means all rights to any subsurface water located 500 feet or more below the surface of the Red Rock Land to the extent such water is in excess of any subsurface water to be used by Buyer (or its successors and assigns) on or adjacent to the Red Rock Land. "Executive(s)" has the meaning set forth in Section 28.2.1. "_Force Majeure" means any event or circumstance making it practicably impossible for a Party to meet a deadline hereunder, to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have a deadline extended hereunder, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome, such as, in the context of designating easements hereunder, droughts, floods, fires or earthquakes having a substantial impact on the Wind Land. "Geological Features Right" means, with respect to any given land, the right to use geological features, if any, in or under such land that are useful for the storage of compressed gasses. "Initial Negotiation End Date has the meaning set forth in Section 28.2.1. "Knowledge" means, with respect to Buyer, to the best actual knowledge of M. Andrew Starke, and, with respect to Seller, to the best actual knowledge of Donal O'Callaghan and Peter Hervish, in each case, without duty to investigate or inquire. "Inapplicable Exceptions" has the meaning set forth in Section 6.3. "LADWP" means the Los Angeles Department of Water and Power. "Landlocked Land" has the meaning set forth in Section 11.1. "Manager has the meaning set forth in Section 28.2.1. "Objectionable Title Matters" has the meaning set forth in Section 6.2. "Outside Closing Date" has the meaning set forth in Section 8.1. "Party" and "Parties" has the meaning set forth in the preamble of this Agreement. "Permissible Uses" has the meaning set forth in Section 2.4.2. 3 LA\2049679.12 "Permits" means any material permit, authorization, certification, license, order, exemption or. plan required by law for the ownership or operation of the Red Rock Project and acquired or applied for by Seller, including pending applications for the same. "Permitted Exception" means (i) any title exceptions appearing in the Buyer's Title Commitment; (ii) non -delinquent real property taxes; (iii) any liens created by the Project Agreements; (iv) any governmental restrictions or requirements, whether or not recorded; or (v) any documents recorded or exceptions included pursuant to this Agreement. "Project Agreements" means the agreements set forth on Exhibits H-1, H-2, and H-3. "Pro e " means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the Red Rock Transmission Easements, the Red Rock Miscellaneous Easements, the Red Rock License, the Environmental Entitlements and the Project Agreements. "Propedy Damage" has the meaning set forth in Section 10. "Purchase Price" has the meaning set forth in Section 4.1. "Purchase Price Adiustment" has the meaning set forth in Section 5. "Real Property" means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the. Red Rock Transmission Easements and the Red Rock Miscellaneous Easements. "Red Rock Appurtenances" has the meaning set forth in Section 2.3. "Red Rock BLM Parcels means the BLM parcels set forth on Exhibit hereto. "Red Rock Easement Land" has the meaning set forth in Section 2.4. "Red Rock General Miscellaneous Easement Agreement" has the meaning .set forth in Section 2.5.1. "Red Rock General Transmission Easement Agreement" has the meaning set forth in Section 2.4.1. "Red Rock Improvements" has the meaning set forth in Section 2.2. "Red Rock Land" has the meaning set forth in the recitals of this Agreement. "Red Rock License" has the meaning set forth in Section 2.6. "Red Rock Miscellaneous Easements" has the meaning set forth in Section 2.5. "Red Rock Specific Miscellaneous Easement" has the meaning set forth in Section 2.5.2. "Red Rock Specific Miscellaneous Easement Agreement" has the meaning set forth in Section 2.5.2. 4 LA\2049679.12 "Red Rock Specific Miscellaneous Easement Locations" has the meaning set forth in Section 2.5.2. "Red Rock Specific Transmission Easement" has the meaning set forth in Section 2.4.2. "Red Rock Specific Transmission Easement Agreement" has the meaning set forth in Section 2.4.2. "Red Rock Specific Transmission Easement Route" has the meaning set forth in Section 2.4.2. "Red Rock Transmission Easements" has the meaning set forth in Section 2.4. "Red Rock Project" means, collectively, any renewable energy projects developed upon the Red Rock Land, the Landlocked Land and/or the Red Rock BLM Parcels. "Referral Date" has the meaning set forth in Section 28.2.1. "ReNu" has the meaning set forth in the recitals of this Agreement. "ReNu Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165196. "ReNu Easement Land" has the meaning set forth -in Section.2.7.1. "ReNu Licenses and Easements" has the meaning set forth in Section 2.7.1. "ReNu PSA" has the meaning set forth in the recitals of this Agreement. "ReNu Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165194. "SCE" means Southern California Edison Company. "Seller" has the meaning set forth in the preamble of this Agreement. "Seller Retained Easements" has the meaning set forth in Section 3.2. "Seller Retained General Miscellaneous Easement Agreement" has the meaning set forth in Section 3.2.1. "Seller Retained General Transmission Easement Agreement" has the meaning set forth in Section 3.1.1. "Seller Retained License" has the meaning set forth in Section 3.3. 5 LA\2049679.12 "Seller Retained Miscellaneous Easements" has the meaning set forth in Section 3.2. "Seller Retained Specific Miscellaneous Easement" has the meaning set forth in Section 3.2.2. "Seller Retained Specific Miscellaneous Easement Agreement" has the meaning set forth in Section 3.2.2. "Seller Retained Specific Miscellaneous Easement Locations" has the meaning set forth in Section 3.2.2. "Seller Retained Specific Transmission Easement" has the meaning set forth in Section 3.1.2. "Seller Retained Specific Transmission Easement Agreement" has the meaning set forth in Section 3.1.2. "Seller Retained Specific Transmission Easement Route" has the meaning set forth in Section 3.1.2. "Seller Retained Transmission Easements" has the meaning set forth in Section 3.L . "Supplemental Taxes" has the meaning set forth in Section 5.1.1. "Title Company" means First American Title Insurance Company, or, if unavailable, another title company reasonably acceptable to the Parties. "Transmission Owners" has the meaning set forth in Section 2.4. "Vernon" has the meaning set forth in the preamble of this Agreement. "Vernon Retained Land" means the Wind Land excluding the Red Rock Land. "Wind Land" has the meaning set forth in the recitals of this Agreement. "WL Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165195. "WL Licenses and Easements" has the meaning set forth in Section 2.7.2. "WL Miscellaneous Sub -Easement" has the meaning set forth in Section 2.7.2(c). "WL Miscellaneous Sub -Easement Agreement" has the meaning set forth in Section 2.7.2 c ii . "WL Miscellaneous Sub -Easement Locations" has the meaning set forth in Section 2.7.2 c i . 6 LA\2049679.12 "WL Sub -Easements" has the meaning set forth in Section 2.7.2(e)(i). "WL Original Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165193, as amended by. that certain first amendment to transmission easement dated October 12, 2009 by and between Vernon and ReNu and recorded by the County Recorder of Kern County on October 23, 2009 as document number 0209157867. "WL Transmission Sub -Easement" has the meaning set forth in Section 2.7.2(b). "WL Transmission Sub -Easement Agreement" has the meaning set forth in Section 2.7.2 b ii . "WL Transmission Sub -Easement Route" has the meaning set forth in Section 2.7.2(b)(i). 2. Property to be Convey. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth below, the following: 2.1. Red Rock Land. A fee simple interest in the Red Rock Land, subject to the Seller Retained Easements and the ReNu Licenses and Easements. For purposes of clarity, pursuant to the ReNu PSA, Seller did not acquire from ReNu, and hence cannot convey to Buyer, the Excluded Mineral Rights and the Excluded Subsurface Water; provided, however, that. Buyer shall acquire, and the Excluded Mineral Rights and the Excluded Subsurface Water shall not include, all of Seller's right to the Geological Features Right with respect to the Red Rock Land. 2.2. Red Rock Improvements. The buildings, structures, fixtures and other improvements, if any, affixed to or located on the Red Rock Land (the "Red Rock Improvements"). 2.3. Red Rock Appurtenances. The following (collectively, the "Red Rock Appurtenances"): (i) except for the Excluded Mineral . Rights, all oil, gas and other hydrocarbon substances or other mineral rights on and under the Red Rock Land; and (ii) except for the Excluded Subsurface Water, all water, water stock and water rights on and under the Red Rock Land. 2.4. Red Rock Transmission Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across and through a portion of the Vernon Retained Land described on Exhibit C (the "Red Rock Easement Land") (i) to facilitate the Red Rock Project's access to electric power transmission lines to one of (a) Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner (collectively, "Transmission Owners") and (ii) to permit any other Permissible Uses, in each case in a 7 LA\2049679.12 manner that is consistent with the Access Requirements all as set forth in this Section 2.4 (collectively, the "Red Rock Transmission Easements"). 2.4.1 On the Closing Date, Seller shall record in favor of Buyer a transmission easement agreement substantially in the form of Exhibit D attached hereto (the "Red Rock General Transmission Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this Section 2.4.1. . The purpose of the Red Rock General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Transmission Easement and the possible relocation thereof as provided in Sections 2.4.2 and 2.4.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Transmission Easement Agreement. If the Red Rock Specific Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default, the Red Rock General Transmission Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the Red Rock General Transmission Easement Agreement. 2.4.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the Red Rock Transmission Easements (the "Red Rock Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Red Rock Specific Transmission Easement Route that does not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreement for the Red Rock Specific Transmission Easement Route (the "Red Rock Specific Transmission Easement Agreement''), which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices for transmission lines, including rights of ingress and egress to construct, use or maintain any roads to serve the transmission line and related facilities (such uses are collectively referred to herein as "Permissible Uses"), provided that (A) the width of the corridor specified by the Red Rock Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Red Rock Specific Transmission Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Transmission Easement Agreement (the "Red Rock Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Transmission Easement, or to make any other use of the area covered by the Red Rock Specific Transmission Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement; (C) the Red. Rock Specific Transmission Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed LA12049679.12 on or serving the Red Rock Specific Transmission Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement and provided Seller reimburses to Buyer any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person using the road with Seller's permission, other than Buyer; (D) the Red Rock Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (E) the Red Rock Transmission Easement may only be used by Buyer to facilitate the transmission of power from the Red Rock Project; and (F) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Red Rock Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Transmission Easement or to serve transmission functions. 2.4.3 From time to time, Buyer may request minor amendments to the Red Rock Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Red Rock. Specific Transmission Easement Agreement in accordance with this Section 2.4.3. 2.4.4 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Transmission Easement could not lie upon the requested portion of the Red Rock Easement Land. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the Red Rock Specific Transmission Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, in accordance with this Section 2.4.4.. 2.4.5 Upon the earlier to occur of (i) the commencement of construction of a transmission line over the Red Rock Specific Transmission Easement, or (ii) 9 LA\2049679.12 the execution of the Red Rock Specific Transmission Easement Agreement, Buyer shall, upon request of Seller, release and reconvey the Red Rock General Transmission Easement Agreement with respect to all portions of the Red Rock Easement Land. 2.4.6 Except as specifically provided above, the use of the Red Rock Transmission Easement shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.4.6 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. 2.5. Red Rock Miscellaneous Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land, to permit Buyer (i) to access utilities and (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 2.5 (collectively, the "Red Rock Miscellaneous Easements"), in each case only for the benefit of the Red Rock Project and only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Buyer resulting from using the Red Rock Land to access the relevant utilities or constructing, roads on the Red Rock Land over the costs that would be incurred from using the Red Rock Easement Land) on the Red Rock Land or within or adjacent to the Red Rock Specific Transmission Easement Route. 2.5.1 On the Closing Date, Seller shall record in favor of Buyer an easement agreement substantially in the form of Exhibit E attached hereto (the "Red Rock General Miscellaneous Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this'Section 2.5.L The purpose of the Red Rock General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Miscellaneous Easement and the possible relocation thereof as provided in Sections 2.5.2 and 2.5.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Miscellaneous Easement Agreement. If (i) the Red Rock Specific Miscellaneous Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default or (ii) the Red Rock Specific Miscellaneous Easement Agreement is executed and recorded by the Parties, the Red Rock General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the Red Rock General Miscellaneous Easement Agreement. 2.5.2 From time to time after the Closing Date and until the expiration of the Red Rock General Miscellaneous Easement Agreement, Buyer and Seller shall cooperate to determine specific locations for the Red Rock Miscellaneous Easements (the "Red Rock Specific Miscellaneous Easement Locations"), that do 10 LA\2049679.12 not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Prior to designating such Red Rock Specific Miscellaneous Easement Locations, Seller shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Red Rock Specific Miscellaneous Easement Locations would materially interfere with Seller's right to exploit the Geological Features Right with respect to the Red Rock Easement Land. If and to the extent that Seller reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Easement Land, the Parties shall cooperate to designate an alternate preferred route for the Red Rock Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Red Rock Specific Miscellaneous Easement Locations (the "Red Rock Specific Miscellaneous Easement Agreement"), provided that (A) the Red Rock Specific Miscellaneous Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Miscellaneous Easement Agreement (the "Red Rock Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Miscellaneous Easement, or to make any other use of the area covered by the Red Rock Specific Miscellaneous Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement; (B) the Red Rock Specific Miscellaneous Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the Red Rock Specific Miscellaneous Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement and provided Seller reimburses to Buyer any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person.using the road with Seller's permission, other than Buyer; (C) the Red Rock Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (D) the Red Rock Miscellaneous Easements may only be used by Buyer in connection with the development, construction, maintenance and operation of the Red Rock Project and (E) in no event shall the holder of the Red Rock Miscellaneous Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Miscellaneous Easement. 2.5.3 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Easement Land. Buyer shall consent to any reasonable request and execute an appropriate amendment in recordable form. Seller shall reimburse 11 LA\2049679.12 Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, in accordance with this Section 2.5.3. 2.5.4 Except as specifically provided above, the use of the Red Rock Miscellaneous Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.5.4 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. 2.6. Red Rock License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of the Closing Date, to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of renewable energy resources, in each case in a manner that is consistent with the Access Requirements (collectively, the "Red Rock License"). Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Easement Land. 2.7. Existing Licenses and Easements. 2.7.1 Licenses and Easements Appurtenant to ReNu Easement Land. Pursuant to the ReNu PSA, the ReNu Transmission Easement and the ReNu Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is subject to certain licenses and easements (the "ReNu Licenses and Easements") appurtenant to the land owned by ReNu set forth on Exhibit F (the "ReNu Easement Land"). Buyer hereby acknowledges and agrees that its interest in the Property is subject to the ReNu Licenses and Easements. Buyer agrees that it will from time to time execute such agreements as are reasonably requested or required by Seller or ReNu to reflect the ReNu Licenses and Easements, including amendments to the ReNu Transmission Easement and ReNu Access Easement and License Agreement. to which Buyer will be a party. The ReNu Licenses and. Easements shall not materially interfere with Buyer's use of the Red Rock Land. 2.7.2 Licenses and Easements Appurtenant to Wind Land. Pursuant to the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is benefitted by certain licenses and easements (the "WL Licenses and Easements"). The Parties hereby agree as follows with respect to the WL Licenses and Easements: (a) Exclusive Rights to Easements. Notwithstanding anything to the contrary in the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement, as between Buyer and Seller, Seller shall have the exclusive rights to: 12 LA\2049679.12 (i) the WL Transmission Easement (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Transmission Easement Route (as that term is defined in the ReNu PSA, and also known as the Specific Transmission Easement Route in the WL Original Transmission Easement) and exclusive rights to enter into the WL Specific Transmission Easement Agreement (as that term.is defined in the ReNu PSA and also known as the Amended and Restated Transmission Easement in the WL Original Transmission Easement); (ii) the WL Miscellaneous Easements (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Miscellaneous Easement Locations (as that term is defined in the ReNu PSA and also known as the Specific Access Easement Locations in the WL Access Easement and License Agreement) and the exclusive rights to enter into the WL Specific Miscellaneous Easement Agreement (as that term is defined in the ReNu PSA and also known as the Amended and Restated Access Easement and License Agreement in the WL Original Transmission Easement); (b) WL Transmission Sub -Easement. After the Effective Date and subject to Section 2.7.2(el below, Buyer and Seller shall cooperate to determine a preferred, specific route for a transmission sub -easement to permit Buyer to (i) access and use the electric power transmission lines of LADWP, SCE or a Transmission Owner to serve the Red Rock Project and (ii) to permit any other Permissible Uses, in each case, in a manner that is consistent with the Access Requirements (the "WL Transmission Sub - Easement '). (i) On or prior to July 15, 2010 (the "Easement Selection Date"), Buyer shall provide Seller with a final preferred, specific route for the WL Transmission Sub -Easement (the "WL Transmission Sub -Easement Route"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Transmission Easement Agreement. Provided that ReNu cooperates reasonably in a manner that permits the granting of the WL Transmission Sub -Easement Route, Seller shall designate a WL Specific Transmission Easement Route that includes the WL Transmission Sub -Easement Route and, with input from Buyer, enter into the WL Specific Transmission Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Transmission Easement Agreement, the Parties shall 13 LA\2049679.12 negotiate, execute and record a sub -easement agreement for the WL Transmission Sub -Easement (the "WL Transmission Sub - Easement Agreement"), which agreement shall provide for a sub - easement over the WL Transmission Sub -Easement Route; provided, that the rights granted under the WL Transmission Sub - Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Transmission Easement Agreement. (iii) From time to time, Buyer may also request minor amendments to the WL Transmission Sub -Easement Agreement to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Transmission Easement Agreement and (z) to promptly execute any minor amendments if and when Seller, has obtained the necessary modifications to the WL Specific Transmission Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Transmission Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to amend the WL Specific Transmission .Easement Agreement. Seller agrees to indemnify Buyer for any incremental costs incurred by Buyer as a result of any amendment to the WL Specific Transmission Easement Agreement that is requested by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs incurred by Buyer in connection with re -siting or relocating Buyer's transmission infrastructure related to the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Transmission Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the WL Transmission Sub - Easement Route by the Easement Selection Date or to reasonably negotiate the WL Transmission Sub -Easement Agreement, in each 14 LA\2049679.12 case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Transmission Sub - Easement Agreement pursuant to this Section. (c) WL Miscellaneous Sub -Easement. After the Effective Date and subject to Section 2.7.2(e) below, Buyer and Seller shall cooperate to determine preferred, specific locations for miscellaneous sub -easements to permit Buyer to (i) access utilities (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements and to facilitate the development, maintenance or operation of the Red Rock Project (the "WL Miscellaneous Sub -Easement"). (i) On or prior to the Easement Selection Date, Buyer shall provide Seller with final preferred, specific locations for the WL Miscellaneous Sub -Easements (the "WL Miscellaneous Sub - Easement Locations"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Miscellaneous Easement . Agreement. Provided that ReNu cooperates reasonably in a manner that .permits the granting of the WL Miscellaneous Sub -Easement Locations, Seller shall designate WL Specific Miscellaneous Easement Locations that include the WL Miscellaneous Sub -Easement Locations and, with input from Buyer, enter into the WL Specific Miscellaneous Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Miscellaneous Easement Agreement, the Parties shall negotiate, execute and record a sub -easement agreement for the WL Miscellaneous Sub -Easement (the "WL Miscellaneous Sub - Easement Agreement"), which agreement shall provide for a sub - easement over the WL Miscellaneous Sub -Easement Locations; provided, that the rights granted under the WL Miscellaneous Sub - Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Miscellaneous Easement Agreement. (iii) From time to time, Buyer may also request minor amendments to the WL Miscellaneous Sub -Easement Agreement to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Miscellaneous Easement Agreement and (z) to promptly execute any minor 15 LA\2049679. ] 2 amendments if and when Seller has obtained the necessary modifications to the WL Specific Miscellaneous Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Miscellaneous Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to . amend the WL Specific Miscellaneous Easement Agreement. Seller agrees to indemnify Buyer for any incremental costs incurred by Buyer as a result of any amendment to the WL Specific Miscellaneous Easement Agreement that is consented to by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs incurred by Buyer in connection with constructing utilities or access roads in connection with the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Miscellaneous Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the WL Miscellaneous Sub - Easement Locations by the Easement Selection Date or to reasonably negotiate the WL Miscellaneous Sub -Easement Agreement, in each case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Miscellaneous Sub -Easement Agreement pursuant to this Section. (d) WL Sublicense. Seller hereby grants to Buyer an irrevocable, non-exclusive sublicense, expiring on the fifth anniversary of the Closing Date, to access the ReNu Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of the Red Rock Project, in each case in a manner that is consistent with the Access Requirements. Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the ReNu Easement Land. (e) Miscellaneous. (i) Notwithstanding anything to the contrary herein, Buyer expressly acknowledges that its rights with respect to the 16 LA\2049679. ] 2 WL Licenses and Easements are expressly subject to the terms of the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement. Accordingly, Buyer's designations of the WL Transmission Sub -Easement and the WL Miscellaneous. Sub -Easement (collectively, the "WL Sub - Easements") are limited by and subject to the same terms and conditions as Seller's rights to the WL Licenses and Easements. (ii) Buyer acknowledges and agrees that Seller shall not be liable for any failure by ReNu to timely negotiate or execute agreements in connection with the WL Licenses and Easements. In the event of any dispute between Seller and ReNu in connection with the WL Licenses and Easements, Seller shall reasonably cooperate with Buyer in order to preserve Buyer's rights to the WL Sub -Easements; provided, that Buyer shall reimburse Seller for any reasonable, out-of-pocket expenses actually incurred by Seller to the extent allocable to the preservation of Buyer's rights to the WL Sub -Easements. 2.8. Environmental Entitlements. To the extent assignable and in the manner set forth on Exhibit G, the Permits listed on Exhibit G, including all pending applications therefore or renewals thereof and any environmental studies or work product prepared in furtherance of the same by Seller or at Seller's request (the "Environmental Entitlements") will be assigned to Buyer at the Closing. To the extent that any Permit may not be assigned, Seller shall cooperate with Buyer to withdraw such Permit and provide Buyer with any commercially reasonable information required to expedite its replacement application, if any. 2.9. Proiect Agreements. 2.9.1 On the Closing Date, Buyer shall have the option, at its sole and absolute discretion, of assuming, rejecting or entering into replacements with respect to each of the Project Agreements entered into by Vernon with respect to the Red Rock Land set forth on Exhibit H-1 attached hereto. 2.9.2 Beginning on the Closing Date, Buyer must assume or otherwise indemnify Seller for any costs, expenses or liabilities incurred by Seller under each of the Project Agreements entered into by Vernon with respect to the Red Rock Land set forth on Exhibit H-2 attached hereto. 2.9.3 The Red Rock Land is subject to the Project Agreements set forth in Exhibit H-3 attached hereto. Seller will use commercially reasonable efforts to obtain customary estoppels from the counterparties under such agreements after the Effective Date and assign or novate such agreements to Buyer as soon as practicable after the Closing. 17 LA\2049679.12 3. Seller Retained Rights. With respect to the Property sold by Seller to Buyer hereunder, Seller shall retain and the conveyed Property shall exclude: 3.1. Seller Retained Transmission Easements. Easements appurtenant to and benefiting the Vernon Retained Land located in, over, across and through a portion of the Red Rock Land (i) to permit Seller to access and use electric power transmission lines of LADWP, SCE and any other applicable Transmission Owner and (ii) to permit any other Permissible Uses, in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 3.1 (collectively, the ."Seller Retained Transmission Easements"). 3.1.1 On the Closing Date, Buyer shall record in favor of Seller a transmission easement agreement substantially in the form of Exhibit I attached hereto (the "Seller Retained General Transmission Easement Agreement") encumbering the Red Rock Land providing for rights substantially as set forth. in this Section 3.1.1. The purpose of the Seller Retained General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Transmission Easement (as defined below) and the possible relocation thereof as provided in Sections 3.1.2 and 3.1.3 below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Seller Retained Specific Transmission Easement Agreement. If the Seller Retained Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Buyer's default, the Seller Retained General Transmission Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release_ the Seller Retained General Transmission Easement Agreement. 3.1.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the Seller Retained Transmission Easements (the "Seller Retained Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Seller Retained Specific Transmission Easement Route that does not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Transmission Easement Route (the "Seller Retained Specific Transmission Easement Agreement"), which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices and permit Permissible Uses, provided that (A) the width of the corridor specified by the Seller Retained Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Seller Retained Specific Transmission Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Transmission Easement Agreement (the 18 LA\2049679.12 "Seller Retained Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Transmission Easement, or to make any other use of the area covered by the Seller Retained Specific Transmission Easement, unless the' - foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement; (C) the Seller Retained Specific Transmission Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Transmission Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the Seller Retained Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Seller Retained Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Transmission Easement or to serve transmission functions. 3.1.3 From and after the recording of the Seller Retained Specific Transmission Easement Agreement until the fifth anniversary of the Closing Date Seller shall have (x) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP, (y) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Seller to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Seller, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Buyer shall, at the request of Seller, amend the Seller Retained Specific Transmission Easement Agreement for re- recording to an alternate route designated by Seller and subject to Buyer's approval, which approval shall not be unreasonably withheld. It shall not be unreasonable for Buyer to withhold its approval for an alternate route that materially interferes with Buyer's use of the Red Rock Land. From time to time, Seller may also request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive), including, without limitation, amendments to amend the exact location of the Seller Retained 19 LA\2049679.12 Specific Transmission Easement Route. Buyer hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Seller's right to designate an alternate route for the Seller Retained Specific Transmission Easement Route pursuant to the first sentence of this Section 3.1.3. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Transmission Easement Agreement in accordance with this Section 3.1.3. 3.1.4 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Transmission Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Transmission Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, in accordance with this Section 3.1.4. 3.1.5 (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the conveyed land that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to SCE over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the 20 LA\2049679.12 conveyed land that had only been included thereon for purposes of providing an alternate route for connection to SCE. (c) If Seller has not exercised its one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of Section 3.1.3 above by the date that the releases described in clauses (a) and (b) of this Section 3.1.5 have occurred, then Seller's one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of Section 3.1.3 above shall terminate and Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement in its entirety. 3.1.6 Except as specifically provided above, the use of the Seller Retained Transmission Easements shall be at no additional cost paid by Seller to . Buyer; provided that nothing in this Section 3.1.6 shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. 3.2. Seller Retained Miscellaneous Easements. Easements appurtenant to and benefiting the Vernon Retained Land located in, over, across and through a portion of the Red Rock Land to permit Seller to (i) access utilities and (ii) access and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 3.2 (collectively, the "Seller Retained Miscellaneous Easements" and, together with the Seller Retained Transmission Easements, collectively, the "Seller Retained Easements"), but only to the extent that any such access cannot reasonably be provided (including taking into account the materially increased costs to Seller resulting from the construction of roads on the Vernon Retained Land and on other adjacent land over the costs that would be incurred from using the Red Rock Land) on. the Vernon Retained Land or within or adjacent to the Seller Retained Specific Transmission Easement Route. 3.2.1 On the Closing Date, Buyer shall record in favor of Seller an easement agreement substantially in the form of Exhibit J attached hereto (the "Seller Retained General Miscellaneous Easement Agreement") encumbering the Red Rock Land providing for rights substantially as set forth in this Section 3.2.1. The purpose of the Seller Retained General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Miscellaneous Easement and the possible relocation thereof as provided in Sections 3.2.2 and 3.2.3 below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Miscellaneous Easement Agreement for any uses of or on the affected_ property and may only use the affected property as provided for in the Seller. Retained Specific Miscellaneous Easement Agreement. If (i) the Seller Retained Specific Miscellaneous Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Buyer's 21 LA\2049679.12 default or (ii) the Seller Retained Specific Miscellaneous Easement Agreement is executed and recorded by the Parties, the Seller Retained General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documentssubmitted by Buyer to release the Seller Retained General Miscellaneous Easement Agreement. 3.2.2 From time to time after the Closing Date, Buyer and Seller shall cooperate to determine specific locations for the Seller Retained Miscellaneous Easements (the "Seller Retained Specific Miscellaneous Easement Locations") that do not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Prior to designating such Seller Retained Specific Miscellaneous Easement Locations, Buyer shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with Buyer's right to exploit the Geological Features Right with respect to the Red Rock Land. If and to the extent that Buyer reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Land, Seller and Buyer shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Miscellaneous Easement Locations (the "Seller Retained Specific Miscellaneous Easement Agreement"), which agreement shall, among other things, contain provisions and permit uses substantially identical to those in the state industry standard practices for water lines and related facilities, including rights of ingress and egress to construct, use or maintain any roads to serve the water lines and related facilities, provided that (A) in the case of easements for water lines, the width of the corridor specified by the Seller Retained Specific Miscellaneous Easement Agreement shall not exceed the industry standard for the type of water line at issue; (B) the Seller Retained Specific Miscellaneous Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Miscellaneous Easement Agreement (the "Seller Retained. Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Miscellaneous Easement, or to make any other use of the area covered by the Seller Retained Specific Miscellaneous Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous .Easement; (C) the Seller Retained Specific Miscellaneous Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Miscellaneous Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the 22 LA\2049679.12 Seller Retained Specific Miscellaneous Easement shall generally be non- exclusive, but shall be exclusive in areas that by industry practice are exclusive (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the state industry standard practices for water lines, in no event shall the holder of the Seller Retained Specific Miscellaneous Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Miscellaneous Easement. 3.2.3 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained Specific Miscellaneous Easement Agreement or the Seller Retained General Miscellaneous Easement Agreement, as applicable, to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Miscellaneous Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Miscellaneous Easement Agreement or Seller Retained General Miscellaneous Easement Agreement, as applicable, in accordance with this Section 3.2.3. 3.2.4 The use of the Seller Retained Miscellaneous Easements shall be at no additional cost paid by Seller to Buyer; provided that nothing in this Section 3.2.4 shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. 3.3. Seller Retained License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of Effective Date, to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Seller's development of renewable energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Seller shall provide Buyer a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3.4. Solar Option Rights. The Parties hereby agree that nothing in this Agreement shall be deemed to transfer to Buyer any of Seller's rights to the Option (as defined in the ReNu PSA) with respect to the Eligible Solar Land (as defined in the ReNu PSA). As between the Parties, Seller shall have the sole and exclusive right to the Option. 4. Purchase Price. 23 LA\2049679.12 4.1. Amount. The purchase price for the Property is Forty Million Dollars ($40,000,000.00) plus the Purchase Price Adjustment (the "Purchase Price"). 4.2. . Payment of Purchase Price. The Purchase Price shall be payable in full at the Closing in cash by wire transfer of immediately available funds through escrow to a bank account designated by Seller in writing to Buyer prior to the Closing. 4.3. Deposit/Escrow Instructions. Substantially concurrently with the execution of this Agreement by Buyer, Buyer will make a non-refundable deposit with Title Company of Four Million Dollars ($4,000,000.00) (the "Deposit") in good funds either by certified bank or cashier's check or by federal wire transfer. Buyer has directed Title Company to hold the Deposit in escrow (the "Escrow") in an interest -bearing account pursuant to the form of escrow instructions attached hereto as Exhibit K. All interest accrued on the Deposit shall be deemed income of Buyer. Buyer and Seller shall split all costs and fees imposed on the Deposit account by Title Company. At the Closing, Title Company shall release the Deposit and all interest accrued thereon to Seller and it shall be applied against the Purchase Price. 4.4. Closing Statement. As promptly as possible, but in any event no later than three (3) days prior to Closing, Seller shall prepare and deliver to Buyer a reasonably detailed statement (the "Closing Statement") setting forth Seller's reasonable good faith estimate of the Purchase Price Adjustment as calculated pursuant to Section 5. If Buyer has any objections to the Closing Statement, it shall prepare and deliver to Seller a reasonably detailed statement of its objections within one (1) day after receipt of the Closing Statement. The Parties shall use their reasonable efforts to negotiate in good faith to resolve such objections. If the Parties are unable to reach a resolution with respect to the objections; the dispute shall be resolved pursuant to the dispute resolution provisions set forth in this Agreement. If the dispute is not resolved prior to the Outside Closing Date, the Parties shall Close based on the undisputed portion of the Purchase Price Adjustment. . 5. Purchase Price Adjustment. The "Purchase Price Adjustment" shall include an allocation of the costs and expenses set forth in this Section 5 as set forth below. 5.1. Adiustments. The following items shall be adjusted as of 12:01 a.m. on the Closing Date (all of which net adjustments shall be to the amount payable by Buyer at Closing), in the manner set forth below and, if not expressly set forth below, in accordance with the custom of the locality in which the Red Rock Land is located: 5.1.1 Current real estate and personal property taxes assessed against the Real Property, and any water, sewer or other municipal (or quasi -municipal) improvement tax, charge or other assessment affecting the Property; provided should any charge or assessment be undetermined on the Closing Date, the last determined charge or. assessment shall be used for the purposes of this apportionment; provided, further that any unpaid special assessments (whether assessed prior to, or after, the Closing Date, but relating to the period prior to the Closing Date) for transfers occurring or for improvements completed, prior to the 24 LA\2049679.12 Closing Date shall be the responsibility of, and paid by, Seller; and provided, further that any supplemental real estate taxes and/or assessments against the Property, which are levied within one (1) year after the Closing Date but which are applicable to the period of time prior to the Closing Date (collectively, the "Supplemental Taxes"), will remain the responsibility of Seller, and Seller hereby agrees to reimburse Buyer for the amount of the Supplemental Taxes within thirty (30) days after Seller's receipt of Buyer's written demand therefor accompanied by the appropriate tax bill for the Supplemental Taxes, such obligation of Seller to survive the Closing. For clarification purposes, Seller shall not be responsible for any reassessment of the Property due to the conveyance of the Property to Buyer. Seller hereby acknowledges and agrees that if Seller is not exempt from California real estate withholding requirements, Buyer may be required to withhold 3'/3% of the. Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. 5.1.2 Water, electricity, gas and other utilities. 5.1.3 Without double -counting, interest earned on the Deposit which shall be a credit in favor of Buyer. 5.1.4 Transferable annual permit, license and/or inspection fees, if any. 5.1.5 All other items customarily prorated and/or adjusted at Closing in the locality in which the Red Rock Land is situated. 5.2. Project Agreements. The Purchase Price Adjustment shall include all costs incurred or rents paid by Seller in connection with the Project Agreements from and after the earlier of (i) the Effective Date and (ii) the Assumption Date, to the extent such costs are incurred with respect to the Red Rock Land; provided, that Seller agrees that it will not spend any amounts with respect to any Project Agreement, in each case with respect to the Red Rock Land, without the written consent of Buyer, which consent shall not be unreasonably withheld. 5.3. Recording Costs. The cost of recording the Deed and documentary stamp, transfer and recordation taxes shall be paid by Seller. 5.4. Escrow Fees. Escrow fees and charges shall be split by the Parties; provided, however, if the Agreement is terminated due to a default by one Party, the defaulting Party shall pay all escrow fees and charges. 5.5. Title Policy. Buyer shall be responsible for all costs associated with the Buyer's Title Policy, including all portions attributable to. CLTA coverage and any ALTA or extended coverage or special endorsements, including any additional premium charge(s) for endorsements and/or deletions of exception items which would otherwise be Permitted Exceptions; provided, that Seller, and not Buyer, shall pay the cost of endorsements and/or other title coverage accepted by Buyer as cures for Objectionable Title Matters. 25 LA\2049679.12 5.6. Other Charges. All other costs of Closing shall be allocated between Seller and Buyer in accordance with custom in the locality in which the Red Rock Land is situated. 6. Title. 6.1. Buyer's Title Policy. Seller has obtained the buyer's title commitment attached hereto as Exhibit L (`Buyer's Title Commitment"). Buyer shall order from the Title Company a title insurance policy for Buyer's Title Policy with respect to the Real Property in the form of the Buyer's Title Commitment (`Buyer's Title Polite"). Seller shall reasonably cooperate with Buyer to facilitate the issuance of Buyer's Title Policy; provided, however, that in no event shall Seller be obligated to provide any certificate, affidavit or indemnity in connection with Buyer's Title Policy (other than a standard seller's affidavit or. pursuant to Section 6.3 below, in each case in a form provided by the Title Company and reasonably acceptable to Seller). 6.2. Objectionable Title Matters and Permitted Exceptions. Except for any new exceptions that were not previously reflected in the Buyer's Title Commitment with respect to which Buyer gives Seller written notice of objection within two (2) Business Days following Buyer becoming aware of such exceptions (collectively, "Objectionable Title Matters"), Buyer shall be deemed to have approved all exceptions to and defects in title to the Real Property which are disclosed in the Buyer's Title Commitment, which are disclosed of record, or which would have been disclosed by an inspection of the Real Property, as of the Effective Date (including, without limitation, the Permitted Exceptions). Additionally, all exceptions and defects to which Buyer has not made timely objection to (as set forth above), and all such exceptions and defects to which Buyer does so object but later waives such objection as provided in this Section 6.2, shall be deemed Permitted Exceptions. 6.3. Cure of Objectionable Title Matters. With respect to any Objectionable Title Matter that is not a valid exception to Seller's title ("Inapplicable Exceptions," including, without limitation, references to leases or tenancies which no longer exist, to instruments or documents which on their face or by law are no longer effective and to matters which have no apparent applicability to the Real Property), Seller shall use commercially reasonable efforts (e.g., furnishing the Title Company with an affidavit which may be required to establish that a lease or other instrument is no longer in effect or applicable to the Real Property) to have all such matters omitted as exceptions in Buyer's Title Policy; provided, however that nothing in this Section 6.3 shall relieve Buyer of its obligation to Close, regardless of whether and the extent to which any Inapplicable Exceptions have been removed; provided, further, that Seller's obligations to have the Inapplicable Exceptions omitted as exceptions in Buyer's Title Policy shall survive the Closing. 6.4. Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 6.4 of any Objectionable Title Matter (other than Inapplicable Exceptions and any liens required to be removed pursuant to Section 6.5 below), Buyer has either (i) been informed by Seller in writing that it will not cause the removal of the Objectionable Title Matter or, (ii) not received by the date which is two (2) Business Days prior to the Outside Closing Date either (A) where such Objectionable Title Matter would otherwise 26 LA\2049679.12 be within the scope of coverage of Buyer's Title. Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in Buyer's Title .Policy, or (B) written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to Buyer's Title Policy or otherwise, in each case reasonably satisfactory to Buyer, then Buyer shall have the right to terminate this Agreement by written notice of termination given to Seller and Title Company no later than one (1) Business Day prior to the Outside Closing Date. If Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have waived its objection to the Objectionable Title Matter(s) in question. Any Objectionable Title Matter with respect to which Buyer waives, or is deemed to have waived, its objection, as provided above, shall be deemed to be a Permitted Exception. 6.5. Removal of Liens. Notwithstanding any other provision hereof, Seller shall obtain the full reconveyance, release or other discharge, of record, at or prior to Closing, of any mortgage, deed of trust or other consensual lien created by Seller with respect to the Real Property, or any other monetary lien caused by -the -act or omission of Seller -(such as mechanic's liens or judgment liens). 7. Conditions of Closing. 7.1. For Buffer. Buyer's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Buyer in its sole and absolute discretion): 7.1.1 Each and every representation and warranty of Seller set forth in Section 9.1 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.1.2 Seller shall have made all of the deliveries contemplated by Section 8.2.1 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Buyer, at its option, may (subject to any rights Buyer may have under Section 12.2) either (i) elect to complete the transactions contemplated by this Agreement, including accepting, such title as Seller may convey (provided that, without limiting Seller's unconditional obligation to eliminate on or prior to Closing any Objectionable Title Matters that are monetary liens that can be eliminated by the payment of a sum of money, Buyer may elect to have any Objectionable Title Matters that may be eliminated by the payment of a sum of money not in excess of the Purchase Price paid and eliminated at the Closing from the net Purchase Price funds payable to Seller) or (ii) terminate this Agreement, whereupon Title Company shall promptly return to Buyer (within five (5) days) all sums deposited on account of this Agreement, including all interest earned thereon, and neither Party shall have any further rights or obligations under this Agreement. 27 LAQ049679.12 7.2. For Seller. Seller's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Seller in its sole and absolute discretion): 7.2.1 Each and every representation and warranty of Buyer set forth in Section 9.3 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.2.2 Buyer shall have made all of the deliveries contemplated by Section 8.2.2 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Seller, at its option, may terminate this Agreement and, if the failure of any of such conditions results from Buyer's breach of its obligations under this Agreement, retain the Deposit as the liquidated damages to which Seller is entitled pursuant to Section 12.2. 8. Closing. 8.1. Closing Date. The Closing shall be held at the office of Latham and Watkins LLP in Los Angeles or at such other place as the Parties hereto shall mutually agree, such Closing to occur on or before the date that is seven (7) days after the Effective Date (the "Outside Closing Date"). Buyer and Seller shall endeavor in good faith to have the Closing occur by "mail," without the necessity for personal appearance by the Parties. 8.2. Deliveries. 8.2.1 By Seller. At least two (2). Business Days prior to the Outside Closing Date, Seller, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form and content reasonably acceptable to counsel for Buyer: (a) The deed conveying to Buyer or its assignee or designee title to the Property in the form of Exhibit M (the "Deed"), together with a separate statement (not to be recorded) of documentary transfer tax dated as of the Closing Date and signed by Seller or its representative stating the applicable conveyance and transfer taxes; (b) An affidavit of Seller dated as of the Closing Date as customarily required by the Title Company, addressed to the Title Company and Buyer, certifying that (a) no services have been performed or materials supplied with respect to the Property during the period preceding the Closing Date for which, under local law, lien rights may exist (or waivers of mechanics' liens in the event any work shall have been performed or materials delivered within said period, unless in connection with any investigation of the Property undertaken by or on 28 LA\2049679.12 behalf of Buyer prior to the Closing Date), and (b) no tenants or other parties are in or claim or assert rights to possession of the Property, in each case, other than under the Project Agreements. (c) A certification of Seller, dated as of the Closing Date, addressed to Buyer, that all representations and warranties of Seller in this Agreement remain true and complete, that, to the best of Seller's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to this Agreement up to the Closing Date; (d) Such affidavits as may be customarily and reasonably required by Title Company; (e) All keys, security codes, maintenance records, plans, permits, certificates of occupancy, surveys .and building specifications pertaining to the Property which Seller possesses, or to which Seller has access, as of the time of Closing, provided, however, that Seller may deliver such items outside of escrow directly to Buyer upon the Closing; (f) An assignment in the form of Exhibit N; (g) A notice to each of the counterparties under the Project Agreements, each substantially in the form of Exhibit O; and (h) Other documents that may reasonably be required by Buyer and/or Title. Company for the Closing. 8.2.2 By Buyer. At least two (2) Business Days prior to the Outside Closing Date, Buyer, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form_ and content reasonably acceptable to counsel for Seller: (a) A certification of Buyer, dated as of the Closing Date, addressed to Seller, that all representations and warranties of Buyer in this Agreement remain true and complete and that, to the best of Buyer's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Buyer has performed all of its material obligations required by it to be performed pursuant to this Agreement prior to and during the Closing Date; (b) An assignment in the form of Exhibit N; and (c) Other documents that may reasonably be required by Seller and/or Title Company for the Closing. 29 LA\2049679.12 9. Representations and Covenants. 9.1. Representations b Ste. As of the Effective Date and the Closing Date, Seller hereby confirms that the following representations and warranties are true and correct in all material respects: 9.1.1 Seller is a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter. Seller has full legal power and authority to enter into and perform this Agreement in accordance with its terms. The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Seller is a party or by which Seller may be bound or affected. 9.1.2 Seller has full right and title to convey the Property and no other persons or entities are required to consent to or join in the instrument of conveyance to convey title to Buyer. To the extent any other party has any consent right, the Parties agree to obtain any required consents, if any, after the Closing pursuant to Section 2.9.3. There are no tenancies or claims of tenancies or possession affecting the Property other than those included in the Project Agreements. Seller has no Knowledge that anyone will, at the Closing, have any right to possession of the Real Property, except pursuant. to the Project Agreements. 9.1.3 To the best of Seller's Knowledge, there are no outstanding, uncured notices of (and Seller has no Knowledge of) violations of law or applicable regulations, ordinances or codes affecting the Real Property. 9.1.4 Except as disclosed in writing to Buyer, Seller has not received notice of any condemnation proceeding against the whole or any part of the Real Property, and is not aware of any proposed or contemplated exercise of eminent domain with respect to the Real Property or any portion thereof, or private purchase and sale in lieu thereof. 9.1.5 To the best of Seller's Knowledge, the Real Property and each portion thereof is in full compliance with any restrictive covenants for Seller's and any tenant's present use of the Real Property. , 9.1.6 Except as set forth in Exhibit P, Seller has never received, and has no Knowledge that the previous owner(s) of the Real Property have ever received, a citation or notice for violating any Environmental Laws (as defined below), with respect to all or any proportion of the Real Property and/or any business conducted upon the Real Property, nor has Seller any Knowledge or reason to 30 LA12049679.12 believe there exist any Contaminants upon the Real Property and, more particularly, to the best of Seller's Knowledge, except as set forth in Exhibit P no owner or occupant of the Real Property has ever caused any discharge, release, spillage, loss, seepage or filtration of Contaminants from or on the Real Property (and there has been no determination by any governmental agency or any court of law that any owner or occupant of the Real Property has ever caused any such discharge, release, spillage, loss, seepage or filtration). Exhibit P contains a list of all environmental reports and notices with respect to the Real Property or any portion thereof which Seller is aware and which were prepared during the five years preceding the Effective Date. To the best of Seller's Knowledge, there are no underground or aboveground storage tanks at the Real Property that contain or contained any Contaminants. 9.1.7 Each Project Agreement is in full force and effect. Seller has performed all obligations (including any obligations to perform work or pay construction and/or improvement allowances) and is not in default under any Project Agreements. Seller has no Knowledge of any defaults by any counterparty under any Project Agreement. All brokerage commissions, fees and other compensation and remuneration in connection with each Project Agreement (including with respect to the future exercise of any option to extend, renew and/or expand) have been (or will have been, as of the Closing Date) paid in full. 9.1.8 To the best of Seller's Knowledge, Seller has received no written notice that any counterparty under any Project Agreement is the subject of a bankruptcy or insolvency proceeding. - 9.1.9 Seller is not the subject of a bankruptcy, insolvency or probate proceeding. 9.1.10 Other than the leases and any other contracts (including any leasing, management and maintenance contracts) included in the Project Agreements, Seller has no Knowledge of, and has not entered into, any lease, tenancy, occupancy or service agreement or any other agreement that will materially affect the Real Property after the Closing. 9.1.11 No notice has been either received or delivered by Seller or any other party regarding any outstanding default or breach under any of the Project Agreements, which has not been cured in full. 9.1.12 To the best of Seller's Knowledge and belief, there are no pending or threatened lawsuits or proceedings concerning the whole or any part of the Real Property or any tenant on the Real Property. 9.1.13 The Property constitutes one or more separate tax lots under applicable laws, ordinances and regulations and no further subdivision or re -subdivision is required for the conveyance of the Property to Buyer. 31 LA\2049679.12 tna�; exptse,.e�_czF alirttEtitzs :Ty,,nta zciw or" I�ere< g°ye�r} znezlt l; T0s X1G,�i0t1�� bib ohd tofty s asczxnts w#I�reset #a1ze Pxezytt Pry; inst�z��zlti� �t�i ztll other"t3rzattcrs of any ��1e�rei 90Representatiotzy $iter Af Byer' kercBy, efl'Aims that the folIciz xe coz,��.ct zza all�iatezz�l :zcspe�ks.` 044 Bzzpt is nliiintted"liabzlt and by vzrtzz60thd ld'w- &"the 5tW.6fJ �iuthor ty: to " pla into and -po brm ;this,. The persan sighing `this Agf.eemestt :city: This Agto;� t coz st utes the gal czd in ;accoxdsrice: with. #s tez7 s, ez�cept _:a; bar t ptcy, it solvency anal other 1*0 ��e#ire pate,��"t%e �i��ing Da# w&ins'tiOd wOTatst tal Oro tzu txd The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Buyer is a party or by which Buyer may be bound or affected. 9.3.2 The execution and delivery of this Agreement and the payment and performance by Buyer of its payments and obligations hereunder require no further action or approval in order, to constitute this Agreement as a binding and enforceable obligation of Buyer and all such actions have been duly taken by Buyer. 9.3.3 Except for the express representations, warranties and covenants of Seller set forth in this Agreement, upon Closing, Buyer shall assume the risk that adverse matters,including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations, and, except for Seller's express representations, warranties and covenants contained herein, Buyer, upon Closing' shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, liability, causes of action with respect to the .condition of the Property, including such for toxic torts or other such environmental claims, losses, damages, costs and expenses (including attorneys' fees and court costs) of each and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller (and Seller's members, officers, managers, attorneys, agents or representatives) at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters. regarding the Property. 9.4. Seller's Covenants. During the period of time following the Effective Date and on or prior to the Closing Date: (a) Seller shall not consent to any liens, attachments or other encumbrances being placed, filed or recorded against the Property or any portion thereof without Buyer's express written consent; (b) Seller shall maintain the Real Property (including all buildings and grounds) in their usual and normal condition, and as required pursuant to the Project Agreements and other agreements affecting the Real Property; (c) except as provided in Section 2.9.3, Seller shall not enter into any modification, amendment or termination of any Project Agreement affecting the Property, or the grant of any concessions thereunder, without the prior written consent of Buyer; and (d) Seller shall perform any of the obligations required to be performed by it under any of the Project Agreements. 9.5. Buyer's Covenants. Seller is engaging in the transaction hereunder with the understanding that Buyer intends to explore the use of and primarily use the Red Rock Land for the development of renewable energy resources. Buyer hereby covenants to explore the development of renewable energy resources on the Red Rock Land. 33 LA\2049679.12 10. Risk of Loss. The risk of loss or damage to the Real Property or any personal property by fire or other casualty or cause beyond Seller's control, or the taking or proposed taking of all or a portion of the Real Property by condemnation, eminent domain or other governmental acquisition proceedings (collectively, "Property Damage") in advance of the Closing Date shall be borne by Seller. In the event of Property Damage that involves a sum of less than $250,000, Buyer shall accept the Real Property as provided in this Agreement without any reduction of the Purchase Price, and Buyer shall be entitled to an assignment from Seller of all insurance proceeds or condemnation or other award due or payable on account of such Property Damage, plus a closing statement credit equal to the deductible under such policy, less any amount actually expended by Seller in connection with the repair (including temporary repair) or replacement of such Property Damage. In the event that .such Property Damage involves a sum in excess of $250,000, Buyer shall accept the Real Property as provided in this. Agreement with a reduction of the Purchase Price equal to the amount of such Property Damage not actually mitigated by Seller; provided, that the reduction of the Purchase Price shall be reduced by all insurance proceeds or condemnation or other award due or payable on account of such Property Damage and assigned to Buyer by Seller. 11. Agreements. 11.1. Private Proper y Negotiation Rights. As between the Parties, for a period of five (5) years commencing on the Closing Date, Buyer shall have the exclusive right to negotiate an arrangement, including any purchase, lease or easement arrangement, for any power generation activities with the owners of private property located within Section 14, Township 30, Range 35 and Section 22, Township 30, Range 35 (such private property, the "Landlocked Land"). Notwithstanding the foregoing, during such five (5) year period Seller shall have the right to seek nonexclusive rights -of -way or other rights with respect to Landlocked Land for access,. studies, construction laydown and similar matters reasonably necessary to support the construction, operation and maintenance of any energy _projects on any of the Vernon Retained Land; provided, that such non- exclusive rights do not interfere with Buyer's right to seek power generation development rights on the Landlocked Land. 11.2. BLM Negotiation Rights. Buyer has filed applications for wind monitoring on certain BLM parcels located in and around the Vernon Retained Land (the "BLM Parcels"). Nothing in this agreement confers any exclusive rights with respect to the BLM Parcels. The Parties agree to share any wind, environmental or other data and studies pertaining to the BLM Parcels as of the Effective Date. The Parties agree to negotiate in good faith a commercial arrangement after the Closing regarding exclusive development rights on the BLM Parcels. 11.3. Actions Respecting the Property. As of the Effective Date and until the Closing Date, except as otherwise required by law, each Party agrees not to (i) engage in any substantive communication with any public agency with jurisdiction over the Property; (ii) make any public disclosure or statement regarding the Property, (iii) make any commitment or promises with respect to the Property; or (iv) take any action that affects the entitlements or applications for entitlements with respect to the Property, without first giving prior notice and obtaining the consent of the other Party, which 34 LA\2049679.12 consent is not to be unreasonably withheld, as well as .providing an opportunity for the other Party to participate in any such activity. In the event a Party is required by law to engage in conduct in contravention of any of provisions (i) through (iv) above, such Party shall provide prompt written notice of the same to the other Party, who shall be entitled to seek an appropriate protective order or other judicial remedy at its sole cost and expense. 11.4. Mutual Cooperation. The Parties agree to cooperate reasonably after the Closing with respect to renewable energy project development on land that either Party owns or controls in and around the Wind Land, including without limitation the following: (1) sharing copies of permit applications, studies, data, surveys for sensitive and protected resources, and raw wind monitoring data, (2) sharing similar information developed on land owned by BLM and private parties in the vicinity of any such projects, (3) refraining from making any public statements or comments in opposition to any such project of the other Party, (4) providing other commercially reasonable assistance in the development of such projects, (5) agreeing to share, on a commercially reasonable basis, infrastructure (including roads, transmission and other infrastructure) for such projects, in each case, with a commercially reasonable cost allocation between the Parties. 11.5. Further Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other Party to consummate the transaction contemplated by this Agreement. The provisions of this Section 11.5 shall survive Closing. 11.6. Extensions Due to Force Majeure. If because of a Force Majeure either Party is unable to meet any deadlines in this Agreement, including, without limitation, deadlines for the designation of easements or execution of agreements related thereto, such Party shall receive an extension of the applicable deadline corresponding to the delay caused by the Force Majeure; provided, that: 11.6.1 the Party claiming Force Majeure, no more than five (5) Business Days after the initial occurrence of the claimed Force Majeure event, gives the other Party notice describing the particulars of the occurrence; 11.6.2 the Party claiming Force Majeure, within ten (10) Business Days of providing notice of the occurrence of the Force Majeure, provides evidence reasonably sufficient to establish that the occurrence constitutes a Force Majeure as defined in this Agreement; and 11.6.3 the duration of the Force Majeure shall not deemed to be any longer than is reasonably necessary for the Party claiming Force Majeure to meet the applicable deadline hereunder. Provided, that if the Party claiming Force Majeure fails to provide timely notice as provided in Sections 11.6.1 and 11.6.2. the duration of the extension allowed as a result of the Force Majeure shall be reduced on a day -for -day basis corresponding to the number of days by which such Party failed to provide timely notice. 35 LA\2049679.12 11.7. Sky River Transmission Line. 11.7.1 The Parties agree that in the event that Seller (or its successors or assigns) develops additional renewable energy resources on the Vernon Retained Land or the BLM Parcels and interconnects such projects to the same transmission facilities as the Red Rock Project, the Parties agree to share any upgrade costs on a pro rata basis (based on the incremental generating capacity added by each Party to the system); provided, however, that any Party adding capacity to such system after the other Party shall bear its pro rata share of the line losses associated with adding such incremental capacity, as calculated pursuant to common engineering practices. 11.7:2 Seller shall have the right to: (i) connect and transmit electricity using available capacity at: (a) the existing transmission facilities which are located on the Sky River Wind Project, a wind generating facility located to the south of the Vernon Retained Land, or (b) transmission facilities that Buyer or its affiliates may construct from time to time on or around the Sky River Wind Project; and (ii) upgrade such transmission facilities at Seller's expense in order to add additional available capacity that Seller would be entitled to use; provided, that: (a) there is no adverse impact to Buyer as a result of such upgrade for which Buyer is not reasonably compensated, and (b) no additional transmission lines are added without Buyer's consent, which consent is not to be unreasonably withheld; Provided, in each case, that Buyer or its appropriate affiliate obtains the prior written consent _ of any mortgagee, trustee or owner who owns an interest in such transmission facilities and whose consent is required. Buyer shall use commercially reasonable efforts to obtain such consent, including, without limitation, by way of allowing Seller, at its sole cost and expense, to negotiate an arrangement with any party withholding its consent. If Seller exercises its interconnection rights pursuant to this. Section 11.7.2, then Seller shall pay any costs of any protection devices necessary to separate the Parties' transmission 36 LA\2049679.12 1NG�(J.111NC7; L IIVTEEM. T ACC�t� MEAL a DE `t TJ .T B 3 1� LIND Y JR3� Cif .T FU AL T� AM' TITGE Tq T")� .. �� 51�� } _. i.ii�0A9G74.1�-- 14. Assignment, Binding Effect. 14.1. Buyer may, without the consent of Seller, and without being relieved of any liability hereunder, (a) at any time, assign its rights under this Agreement to any affiliate, but only if the affiliate assumes in writing the obligations hereunder and provides to Seller an original of such assignment and assumption agreement (and provided that the assignment does not have the effect of causing the conveyance of any property to be conveyed by Seller hereunder to violate any law) or (b) solely after the Closing, assign its rights under this Agreement (in whole or in part) to a buyer of all or a portion of the Property; provided, that any such assignment shall be subject to the Seller Retained Easements and the Seller Retained License. 14.2. Seller may not assign its rights under this Agreement prior to the Closing. 14.3. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective legal representatives, heirs, administrators, executors, successors and assigns. 15. Entire Agreement, Modifications; Advice of Counsel. This Agreement embodies the entire contract between the Parties hereto with respect to the Property and the subject matter hereof and supersedes any and all prior negotiations, agreements and understandings, written or oral, formal or informal, all of which are deemed to be merged herein. No modification or amendment to this Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer, and no notice of any extension, change, modification or amendment made or claimed by Seller or Buyer (except with respect to expressly permitted unilateral waivers or extension rights) shall have any force or effect whatsoever unless the same are endorsed in writing and fully signed by Seller and Buyer. This Agreement has been drafted through a joint collaborative effort of the Parties, each of which has been represented by competent, qualified, independent counsel. Each of Buyer and Seller hereby acknowledges and agrees that (i) it has been represented by such competent, qualified, independent counsel in connection with this Agreement; (ii) it has executed and delivered this Agreement with and based on the advice and guidance of such counsel; and (iii) this Agreement is the result of full and deliberate negotiations between the Parties hereto and the advice and assistance of their respective counsel and, therefore, any generally applicable rule of construction to the effect that ambiguities in a document or agreement are to be construed in the manner less or least favorable to the drafting Party shall not apply to this Agreement; accordingly, since this Agreement and its provisions were the. subject of such a joint and collaborative effort, any ambiguity in this Agreement or any of its provisions shall not be construed in favor of or against either of the Parties. Without limiting the generality of the foregoing, each of Buyer and Seller hereby acknowledges and agrees that the fact that this Agreement was prepared by one Party's counsel as a matter of convenience shall have no import or significance whatsoever. Any uncertainty or ambiguity of this Agreement shall not be construed against either Party because of the fact that the other Party's counsel prepared this Agreement in its final form. 16. Pronouns, Joint and Several Liability. All pronouns and nouns and any variation thereof shall. be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties or the context may require. 38 LA\2049679.12 17. Invalidity..If any term or provision of this Agreement shall to any extent or for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but the remainder of this Agreement and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, subject to such modification hereof as may be necessitated by such invalidity. 18. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 19. Notice. Any notice required or given under this Agreement shall be effective when deposited with the United States mail, certified, return receipt requested, postage prepaid, or upon delivery (or refusal of delivery) when sent by overnight courier service or by facsimile transmission, and addressed to the following addresses: If to Seller: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Donal O'Callaghan, City Administrator Telephone No.: (323) 583-8811 Facsimile No.: (323) 587-7596 with a copy to: Richards, Watson and Gershon 355 South Grand Avenue, 40"' Floor Los Angeles CA 90071-1469 Attention: Larry Wiener, Esq., Vernon City Attorney Telephone No.: (213) 626-8484 Facsimile No.: (213) 626-0078 with a copy to: Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attention: David B. Rogers, Esq. Telephone No.: (213) 485-1234 Facsimile No.: (213) 891-8763 If to Buyer: Boulevard Associates, LLC 700 Universe Blvd, Juno Beach, FL 33408 Attention: Orin Shakerdge, Esq. Telephone No.: (561) 694-4678 Facsimile No.: (561) 691-7762 39 LA\2049679.12 Either Party may designate by notice given to the other a new address to which notices intended for such Party shall thereafter be given. 20. Calculation of Time. Whenever in this Agreement a period of time is stated as a number of days it shall be construed to mean calendar days; provided, however, that when any period of time so stated would end upon a Saturday, Sunday or legal holiday, such period shall be deemed to.end upon the next day following which is not a Saturday, Sunday or legal holiday. 21. Expenses. Whether or not the transactions contemplated under this Agreement are consummated, each Party, unless otherwise provided, shall pay its own expenses incident to the preparation and performance of this Agreement, including, without limitation, attorneys' fees. 22. Waivers, Extensions. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act. 23. Exhibits. All exhibits attached to this Agreement are hereby incorporated by this reference into this Agreement. 24. Counterparts, Captions. This Agreement may be executed in counterparts, each of which shall be deemed an original. The captions are for convenience of reference only and shall not affect the construction to be given any of the provisions hereof. 25. Attorneys' Fees. Except as provided in Section 28.3, if either Party becomes involved in an action or proceeding or litigation arising out of this Agreement or the performance thereof, the prevailing Party shall be entitled to its attorneys' fees and costs (including attorneys' fees and costs pursuant to 11 U.S.C.) from the other Party.. Unless judgment goes by default, the attorneys' fee award shall not be computed in accordance with any Court schedule, but shall be such as to fully reimburse all attorneys' fees and costs actually incurred in good faith, regardless of the size of the judgment, it being the intention of the Parties to fully compensate for all the attorneys' fees and costs paid or incurred in good faith; provided, however, said attorneys' fees and costs shall in no event exceed the amount of any monetary judgment. 26. Survival. The representations, warranties and covenants of Seller and Buyer contained herein (other than Section 9 hereof) shall be deemed to apply as of the date of this Agreement and as. of the Closing Date, and shall survive the Closing Date; provided, that the representations, warranties and covenants of Seller and Buyer contained in Section 9 hereof shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall survive. the Closing Date for a period of only one (1) year after the Closing Date. 27. Approvals. Any approval by Buyer or Seller that is required not to be unreasonably withheld shall be understood to mean not to be unreasonably withheld, delayed or conditioned. 40 LA\2049679.12 28. Disputes. 28.1. Dispute Resolution. Except as provided in the next sentence, the sole procedure to resolve any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to the terms of this Agreement, . or to either Party's performance or failure of performance under this Agreement ("Dispute'), is the dispute resolution procedure set forth in this Section 28. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless can continue to pursue resolution of the Dispute by means of this procedure. 28.2. Management Negotiations. 28.2.1 The Parties will attempt in good faith to resolve any Dispute by prompt negotiations between each Party's authorized representative, or such other person designated in writing as a representative of the Party (each a "Manager"). Either Manager may request a meeting to be held in person or telephonically to initiate negotiations to be held within ten (10) Business Days of the other Party's receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies ("Executive(s) '), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written Notice confirming the referral and identifying the name and title of the Executive who will represent the Party. 28.2.2 Within five (5) Business Days of the Referral Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. 28.2.3 All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential, compromise/settlement negotiations and shall. not be used or referred to or admissible in any subsequent binding adjudicatory process between the Parties. 28.2.4 If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section 28.2.1, refuses or does not meet within the ten (10) Business Day period specified in Section 28.2.1, either Party may initiate final binding arbitration of the Dispute according to the terms of the following Section 28.3. 28.2.5 Neither Party shall seek to commence any litigation or arbitration proceeding without first satisfying this Section 28.2, and any failure of a Party to do so shall constitute a sufficient basis for dismissal without prejudice of any proceeding so attempted. 28.3. Arbitration. Either Party may initiate binding arbitration with respect to the Dispute by serving upon the non-moving Party a written demand for binding arbitration. 41 LA\2049679.12 Any such arbitration proceeding shall be before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric industry that has previously served as an arbitrator with AAA, CPR, JAMS, or any other mutually agreeable arbitrator (the "Arbitrator"). The Arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party or their Affiliates and be bound by the California "Ethics Standards for Neutral Arbitrators in Contractual Arbitration." The Parties shall cooperate with one another in promptly selecting the Arbitrator and in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Such arbitration shall be conducted in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the rules and procedures that would otherwise apply to the; arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California. Preheating discovery shall be limited as follows. Subject solely to the authority of the Arbitrator to modify the provisions of this subsection before the arbitration hearing upon a showing of exceptional circumstances, each side in the arbitration shall be entitled to take up to three (3) discovery depositions. No more than ten (10) interrogatories (including all subparts) shall be permitted. No residual, shadowed or deleted data or metadata shall be required to be produced. Any disputes concerning discovery obligations or protection of discovery materials shall be determined solely by the Arbitrator. The foregoing limitations shall not be deemed to limit a Party's right to subpoena witnesses or the production of documents at the arbitration hearing, nor to limit a Party's right to depose witnesses that are not subject to subpoena to testify in person at the arbitration hearing; provided, however, that the Arbitrator may, upon motion, place reasonable limits upon the number of such testimonial depositions. No deposition (discovery or testimonial) shall exceed eight (8) hours in length. All direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. Each Party shall cooperate in making available for cross-examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Only damages allowed pursuant to the terms of this Agreement may be awarded and, without limitation to the foregoing, the Arbitrator shall have no jurisdiction to consider (a) any punitive, exemplary, special, indirect, incidental, consequential or similar damages arising under, arising out of or related to this Agreement or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss or (b) any challenge to the validity of the limitation of liability provisions contained in this Agreement. The Arbitrator shall be bound by the terms and conditions of this Agreement, and any relevant evidence and testimony, and shall render the decision within thirty (30) calendar 42 LA12049679.12 days following conclusion of the arbitration hearing. The award rendered by the Arbitrator shall be (i) in writing, signed by the Arbitrator, stating the reasons upon which the award is based and (ii) final and binding upon the Parties. Judgment on the award may be entered and enforced by any court of competent jurisdiction thereof. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Parry's individual attorneys' fees and costs related to such Party's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, in such manner as the Arbitrator shall determine. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. Should it become necessary for the prevailing Party to seek judicial enforcement of the arbitration award, all attorneys' fees and costs associated with that effort shall be taxed against the losing Party. 28.4. Waiver of Jury Trial THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 29. Irrevocable Offer. By executing and delivering this Agreement to Seller, Buyer hereby irrevocably offers to enter into this Agreement until the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, and Buyer acknowledges that Seller has advised Buyer that Seller will be taking certain actions in reliance of Buyer's irrevocable offer. This irrevocable offer may be accepted by Seller at any time on or before the date that is seven (7) days after Seller's receipt of Buyer's executed signature page by delivery of an executed counterpart of this Agreement to Buyer. In the event that Seller has not executed and delivered this Agreement to Buyer by the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, Buyer's irrevocable offer shall lapse, unless otherwise extended in writing by Buyer, and Buyer shall be entitled to a full refund of the Deposit, including any interest accrued thereon. [signature page follows] 43 LA\2049679.12 !.; r �:. 1 '� �: f ;� ,. �� '' 2 '. �' <�`w` I,A�Q4967�s12 9-9903 7000 A10200 83,V 1A EXHIBIT 2 Final Exhibit Confidential EXHIBIT A TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF WIND LAND. Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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 36, 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. 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 31, 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 31, 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 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2059159.1 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and 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'/2 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 maybe required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 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 'h 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 731, 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''/2 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 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, 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. Exhibit A to Purchase and Sale Aereement 2 LA\2059159.1 Parcel 13: (APN: 442-030-03) Section 14, 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 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 1 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, 1946 (60 Stat. 755), all uranium, thorium 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. Exhibit A to Purchase and Sale AEreement 3 LA\2059159.1 Parcel 20: (APN: 444-020-09) 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, 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 23: (APN: 444-010-10) Section 11, 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 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: 444-040-02) 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 21, 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. Exhibit A to Purchase and Sale Agreement 4 LA\2059159.1 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 Bast, 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- incorporated area, County of Kern, 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. Exhibit A to Purchase and Sale Agreement 5 LA\2059159.1 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 21, 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 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. Exhibit A to Purchase and Sale Agreement 6 LA\2059159.1 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. Parcel 49: (APN: 444-04048 & 19) 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 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 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) 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 29, 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. Exhibit A to Purchase and Sale A reement 7 LA\2059159.1 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. Exhibit A to Purchase and Sale Agreement 8 LA\2059159.1 EXHIBIT 3 Final Exhibit Confidential EXHIBIT B TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional. Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 LA\2059160.1 Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and. Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Exhibit B to Purchase and Sale Agreement 2 LA\2059160.1 Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Purchase and Sale Agreement 3 LA\2059160.1 Final Exhibit Confidential EXHIBIT C TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36'/2 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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'/2 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 731, Page(s) 490 of Official Records. LA12059165.1 Parcel 6: (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 7: (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 % 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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, 1946 (60 Sta$. 755), all uranium, thorium 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 Exhibit C to Purchase and Sale Aereement 2 LA\2059165.1 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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 20: (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. Exhibit C to Purchase and Sale A14reement 3 LA\2059165.1 Parcel 21: (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 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (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 29:. (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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. Exhibit C to Purchase and Sale Aereement 4 LA\2059165.1 Parcel 30: (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 31: (APN: 444-040-18 & . 19) 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 32: (APN: 444-060-03) 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 33: (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 34: (APN: 444-120-02) Section 29, 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. Exhibit C to Purchase and Sale Agreement 5 LA\2059165.1 EXHIBIT 5 Final Exhibit Confidential EXHIBIT D TO PURCHASE AND SALE AGREEMENT FORM OF RED ROCK GENERAL TRANSMISSION EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NextEra Energy Resources, LLC 700 Universe Blvd, Juno Beach, FL 33408 Attention: Orin Shakerdge, Esq. RED ROCK TRANSMISSION EASEMENT AGREEMENT. THIS RED ROCK TRANSMISSION EASEMENT AGREEMENT (this "Red Rock Transmission Easement Agreement") is made as of February L_J, 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue, Vernon, CA 90058 ("Grantor"), to BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantee"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, with reference to the following recitals: RECITALS A. Grantor owns that certain real, property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and Grantee and dated as of February [1, 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements located in, over, across and through the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and LA\2059055.4 through the Red Rock Easement Land (i) to permit Grantee to access and use electric power transmission lines to one of (a) the.Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner (collectively, the "Transmission Owners") and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below) (collectively, the "Red Rock Transmission Easement"). For the purposes of this Red Rock Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Red Rock Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. Effectiveness. Grantee shall have no right to use the Red Rock Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Red Rock Transmission Easement within the Red Rock Easement Land (the "Red Rock Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Red Rock Transmission Easement Agreement, which shall amend and restate this Red Rock Transmission Easement Agreement to, among other things, amend Exhibit A hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Transmission Easement Route (the "Amended and Restated Red Rock Transmission Easement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Red Rock Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Transmission Easement Agreement, which shall contain those provisions required pursuant to Section 2.4 of the PSA with respect to the "Red Rock Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (F) of Section 2.4.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Red Rock Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Red Rock Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 2.4.3 of the PSA, C. a provision that, except as specifically provided for in Section 2.4 of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee Exhibit D to Purchase and Sale Agreement LA\2059055.4 to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2.4.6 of the PSA, and d. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA); to request that the Amended and Restated Red Rock Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.4.4 of the PSA. 3. Term. If the Amended and Restated Red Rock Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Red Rock Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Red Rock Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Transmission Easement Agreement, no additional payment shall be required of Grantee for the Red Rock, Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Red Rock Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the.Red Rock Transmission Easement and rights granted in this Red Rock Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Red Rock Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of this Red Rock Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land or any portion thereof, by. foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Red Rock Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assigns; Covenants Running with the Land. This Red Rock Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the Exhibit D to Purchase and Sale Agreement LA\2059055.4 provisions of this Red Rock Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Red Rock Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Red Rock Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Red Rock Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Red Rock_ Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Red Rock Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts' or omissions of any Indemnified Party. Exhibit D to Purchase and Sale A reement LA\2059055.4 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 16. Counterparts. This Red Rock Transmission. Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Exhibit D to Purchase and Sale A reement LA\2059055.4 IN WITNESS WHEREOF, Grantor and Grantee have executed this Red Rock Transmission Easement Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: By: Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: GRANTOR'S ACKNOWLEDGMENT State of California ) County of ) On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the. foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal). Exhibit D to Purchase and Sale Agreement LA\2059055.4 r GRANTEE: BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company By: Dean R. Gosselin Vice President GRANTEE'S ACKNOWLEDGMENT STATE OF FLORIDA ) t ` ) ss. COUNTY OF PALM BEACH ) On February , 2010, before me, the undersigned, a notary public in and for said State, personally appeared Dean R. Gosselin, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.. t. WITNESS my hand and official seal. Notary Public in and for said State Exhibit D to Purchase and Sale A reement LA\2059055.4 i t LA\2059055.4 i EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND [To come from Exhibit C to PSA] Exhibit D to Purchase and Sale Agreement EXHIBIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exhibit D to Purchase and Sale A reement LA\2059055.4 Final Version Confidential EXHIBIT F. TO PURCHASE AND SALE AGREEMENT FORM OF RED ROCK GENERAL MISCELLANEOUS EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NextEra Energy Resources, LLC 700 Universe Blvd, Juno Beach, FL 33408 Attention: Orin Shakerdge, Esq. RED ROCK ACCESS EASEMENT AND LICENSE AGREEMENT . THIS RED ROCK ACCESS EASEMENT AND LICENSE AGREEMENT (this "Red Rock Access Easement and License Agreement") is made as of February U, 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue,_ Vernon, CA 90058 ("Grantor"), to BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantee"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"), B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto ("Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and Grantee and dated as of February [1, 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein, and (ii) an irrevocable, non-exclusive license to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: LA\2059082.5 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land to permit Grantee (i) to access utilities, and (ii) to access (or, with the consent of Grantor not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), in each case only for the benefit of the Red Rock Project (as defined in the PSA) and only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Red Rock Land to access the relevant utilities or constructing roads on the Red Rock Land over the costs that would be incurred from using the Red Rock Easement Land) on the .Red Rock Land or within or adjacent to the Red Rock, Specific Transmission Easement Route (as defined in the PSA) (the "Red Rock Miscellaneous Easement"). For the purposes of this Red Rock Access Easement and License Agreement, "Access Requirements" shall consist of the following: (x) any use of the Red Rock Miscellaneous Easement or the Red Rock License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Miscellaneous Easement or the Red Rock License shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Grantee's development of renewable energy resources, in each case in a manner that is consistent with the Access Requirements (collectively, the "Red Rock License"). 3. Effectiveness. Grantee shall have no right to use the Red Rock . Miscellaneous Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Red Rock Miscellaneous Easement within the Red Rock Easement Land (the "_Red Rock Specific Miscellaneous Easement Locations"), and (ii) entered into an Amended and Restated Red Rock Access Easement and License Agreement, which shall amend and restate this Red Rock Access Easement and License Agreement to, among other things, amend Exhibit A hereto to include only the Red Rock Specific Miscellaneous Easement Locations and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Miscellaneous Easement Locations (the "Amended and Restated Red Rock Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to designating the Red Rock Specific Miscellaneous Easement Locations, Grantor shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Red Rock Specific Miscellaneous Easement Locations would materially interfere with Grantor's right to exploit the Geological Features Right (as defined in the PSA) with respect to the Red Rock Easement Land. If and to the extent that Grantor reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Easement Land, Grantee and Grantor shall cooperate to designate an alternate preferred route for the Red Rock Specific Miscellaneous Easement Locations. Once Grantee and Grantor have agreed to the Red Rock Specific Miscellaneous Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Access Easement and Exhibit E to Purchase and Sale Agreement 2 LA\2059082.5 f License Agreement, which shall contain those provisions required pursuant to Section 2.5 of the PSA with respect to the "Red Rock Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation: a. . the conditions and .restrictions set forth in clauses (A) through (E) of Section 2.5.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Red Rock Access Easement and License Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Miscellaneous Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Miscellaneous Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving, the Red Rock Miscellaneous Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantor's right, at any time following the date hereof, to request that the Amended and Restated Red Rock Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Miscellaneous Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.5.3 of the PSA, and C. a provision that the use of the Red Rock Miscellaneous Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2.5.4 of the PSA. 4. Term. If the Amended and Restated Red Rock Access Easement and License Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date (as defined in the PSA) for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Red Rock Miscellaneous Easement. The Red Rock License shall expire on the fifth anniversary of the Closing Date, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Red Rock License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Access Easement and License Agreement, no additional payment shall be required of Grantee for the Red Rock Miscellaneous Easement or the Red Rock License. 6. No Gift or Dedication. Nothing contained in this Red Rock Access Easement and License Agreement shall be deemed to be a. gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Red Rock Miscellaneous Easement, the Red Rock License and rights granted in this Red Rock Access Easement and License Agreement, Exhibit E to Purchase and Sale Agreement 3 LA\2059082.5 as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortgagee Protection. No breach or violation of this Red Rock Access Easement and License Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of this Red Rock Access Easement and License Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governing Law. This Red Rock Access Easement and License Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns; Covenants Running with the Land. This Red Rock Access Easement and License Agreement is binding upon and shall inure to the benefit of { the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Red Rock Access Easement and License Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 10. Severability. If any provision of this Red Rock Access Easement and License Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 11. Complete Understanding. This Red Rock Access Easement and License Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Access Easement and License Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Red Rock Access Easement and License Agreement are. for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Access Easement and License Agreement. 13. Recordation of the Easement. Grantee shall accept this Red Rock Access Easement and License Agreement and cause the same to be recorded in the office of the Kern County Recorder. Exhibit E to Purchase and Sale Agreement 4 LA\2059082.5 14. Remedies. In the event of any breach or threatened breach of any provision of this Red Rock Access Easement and License Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Access Easement and License Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 15. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Access Easement and License Agreement, provided that. Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 16. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 17. Counterparts. This Red Rock Access Easement and License Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Exhibit E to Purchase and Sale Aereement 5 LA\2059082.5 IN WITNESS WHEREOF, Grantor and Grantee have executed this Access Easement and License Red Rock Access Easement and License Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: By Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: GRANTOR'S ACKNOWLEDGMENT State of California ) County of ) On before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit E to Purchase and Sale Agreement 6 LA\2059082.5 GRANTEE: BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company By: Dean R. Gosselin Vice President ` GRANTEE'S ACKNOWLEDGMENT STATE OF FLORIDA ) ss. COUNTY OF PALM BEACH ) On February , 2010, before me, the undersigned, a notary public in and for said State, personally appeared Dean R. Gosselin, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State Exhibit E to Purchase and Sale Aereement 7 LA\2059082.5 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND [To come from Exhibit C to PSA] Exhibit E to Purchase and Sale Agreement 8 LA\2059082.5 EXHIBIT B r TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exhibit E to Purchase and Sale Agreement - 9 LA\2059082.5 EXHIBIT 7 EXHIBIT F TO PURCHASE AND SALE AGREEMENT RENU EASEMENT LAND EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Final Exhibit Confidential Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, 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 3: (APN: 153-140-08) The West half of Fractional Section 7, 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 4: (APN: 153-130-05) Section 11, 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: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, 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: 153-150-04) Section 13, 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 7: (APN: 153-160-02) Section 17, 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. LA\2059171.1 Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, 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 9: (APN: 153-160-04) Section 21, 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 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, 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 11: (APN: 153-170-03) Section 25, 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 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, 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. 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 I, 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 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 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 Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Exhibit F to Purchase and Sale Agreement 2 LA\2059171.1 Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 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 Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 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 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 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: 181-020-13) Fractional Section 9, Township 30 South, Range 37 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 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. WESTERN SOLAR LAND Parcel 19: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, 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. Exhibit F to Purchase and Sale Agreement 3 LAV059171.1 Parcel 20: (APN: 153-070-03) The Southwest quarter of the Southwest quarter of Fractional Section 3, 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 21: (APN: 153-070-07) Section 11, 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 22: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, 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 23: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, 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 24: (APN: 153-080-05) The Southeast quarter of Section 8, 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 25: (APN: 153-080-04) Section 9, 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 26: (APN: 153-090-01) Section 15, 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 27: (APN: 153-090-03) Section 13, 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 28: (APN: 153-100-03) Section 17, 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. Exhibit F to Purchase and Sale Agreement 4 LA12059171.1 Parcel 29: (APN: 153-100-10) Section 21, 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 30: (APN: 153-090-05) Section 23, 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 31: (APN: 153-110-03) Section 25; 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 32: (APN: 153-110-01) Section 27, 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 33: (APN: 153-120-02) Section 29, 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 34: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, 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 35: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half of Section 33, 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. EASEMENT PARCELS Parcel 36: (APN: 153-170-01) Section 27, 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 37: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, 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. Exhibit F to Purchase and Sale A reement 5 LA12059171.1 Except 1/1 6h of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Parcel 38: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, 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 39: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, 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 40: (APN: 153-170-06) Fractional Section 35, 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 41: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 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 Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 42: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 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 Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 43: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 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 Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Exhibit F to Purchase and Sale Agreement 6 LA\2059171.1 Parcel 44: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 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 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 45: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township. 30 South, Range 37 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: 442-020-20) Section 9, 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'h 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 731, Page(s) 490 of Official Records. Parcel 47: (APN: 442-010-10) The South half of the South half of Section 10, 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 'h 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 731, Page(s) 490 of Official Records.. Parcel 48: (APN: 442-030-01) Section 15, 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 49: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, 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. Exhibit F to Purchase and Sale Agreement 7 LA\2059171.1 Parcel 50: (APN: 444-070-09) Section 11, 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 51: (APN: 444-090-04) Section 13, 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 52: (APN 153-051-03) Section 25, Township 29 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 53: (APN 153-070-05) Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 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 54: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; ; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, 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 55: (APN 153-130-03) , Fractional Section 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 56: (APN 153-030-05) Section 13, Township 29 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 57: (APN 153-130-01) Fractional Section 3, 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. Exhibit F to Purchase and Sale Agreement — 8 LA\2059171.1 Final Exhibit Confidential EXHIBIT G TO PURCHASE AND SALE AGREEMENT ENVIRONMENTAL ENTITLEMENTS 1. The zone change/rezone application Vernon filed with Kern County on August 11, 2009 to amend Kern County Zone Maps 110 (T29 R35), 111 (T29 R36), 131 (T30 R35), 132 (T30 R36) to establish the Wind Energy (WE) Combining District to allow the installation of wind turbine generators within the Red Rock Wind Project site. 2. The zone change/rezone application Vernon filed with Kern County on August 11, 2009 to amend Kern County Zone Maps 131 (T30 R35) and 132 (T30 R36) from Estate-20 (E- 20) to Exclusive Agriculture'(A) to allow for development of wind energy facilities within the Red Rock Wind Project site. 3. The Conditional Use Permit application Vernon filed with Kern County on August 11, 2009 to allow installation of ancillary facilities and infrastructure, including roads, drainage facilities, Water storage areas, staging areas, temporary concrete batch plants, and operations and maintenance facilities to support wind turbine generators at the Red Rock Wind Project site. 4. The application for environmental review under the California Environmental Quality Act that Vernon filed with Kern County on August 11, 2009 for the Red Rock Wind Project and for Vernon's other holdings in Kern County. 5. Kern County Building Permit Application No. K200903844, for a met tower on APN 444-060-05. 6. Kern County Building Permit Application No. K200903843, for a met tower on APN 444-080-15. 7. Kern County Building Permit Application No. K200903854, for a met tower on APN 444-040-15. 8. Kern County Building Permit Application No. K200903847, for a met tower on APN 444-010-04. LA12059172.1 EXHIBIT 9 Final Exhibit Confidential EXHIBIT H-1 TO PURCHASE AND SALE AGREEMENT OPTIONAL PROJECT AGREEMENTS 1. Agreement between the City of Vernon and Second Wind Systems for Purchase and Installation of Wind Resource Assessment SODAR Equipment dated November 2009 2. Met Tower Installation Bid Letter 3. Met Tower Refurbishment Bid Letter 4. Agreement between the City of Vernon and Burns and Roe for Owners Engineering Services including design/engineering and project management services for the Renewable Energy Wind Project 5. Agreement for Professional and Technical Services between the City of Vernon, and Commonwealth Associates, Inc., a Michigan corporation for Transmission Interconnection Studies for the Renewable Energy Wind Project- Red Rock Wind Project 6. Agreement to Support the City of Vernon Renewable Energy Project, Implementation of Resource Studies and Ongoing Permit Support between the City of Vernon and CH2M HILL 7. Agreement between the City of Vernon and Ventyx Energy, LLC. For Consulting Services for Pro Forma analysis of the Vernon Renewable Energy Project- Red Rock Wind Project, dated October 5, 2009 8. Agreement between the City of Vernon and NRG Systems, Inc to supply 13 new Meteorological towers with all meteorological measuring equipment, purchase order dated October 28, 2009 9. Agreement between the City of Vernon and NRG Systems, Inc for the purchase of equipment for refurbishing of 5 existing met towers, purchase order dated October 29, 2009 10. Agreement between the City of Vernon and Northtronics PTY LTD (Titley Scientific) for the purchase of 18 Anabat Detectors for Bat and Avian acoustical studies 11. Large Generator Interconnection Study Agreement between Vernon and the CAISO executed by the CAISO October 30, 2009 Exhibit H-1 to Purchase and Sale Agreement 1 LA\2059212.2 EXHIBIT 10 Final Exhibit Confidential EXHIBIT H-2 TO PURCHASE AND SALE AGREEMENT REQUIRED PROJECT AGREEMENTS 1. Indemnity Agreement between the City of Vernon and County of Kern dated as of December 14, 2009. Exhibit H-2 to Purchase and Sale Agreement 1 LA\2059212.2 Final Exhibit Confidential EXHIBIT H-3 TO PURCHASE AND SALE AGREEMENT PROJECT AGREEMENT LEASES 1. Property Management Agreement between the City of Vernon and ReNu Resources, LLC dated March 30, 2009. 2. Lease Agreement between the City of Vernon and ReNu. Resources, LLC dated March 30, 2009. Exhibit H-3 to Purchase and Sale Agreement 1 LA\2059212.2 r EXHIBIT 12 Final Exhibit Confidential EXHIBIT I TO PURCHASE AND SALE AGREEMENT FORM OF SELLER RETAINED GENERAL TRANSMISSION EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Richards, Watson & Gershon 55 South Grand Avenue, 40th Floor Los Angeles; CA 90071-3101 Attention: Laurence S. Weiner, Esq. Recording Fee: Exempt pursuant to California Government Code § 27383 SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT THIS SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT (this "Seller Retained Transmission Easement Agreement") is made as of February U, 2010, by BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantor"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue, Vernon, CA 90058 ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and Grantee and dated as of February [1, 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: LA\2059099.4 . 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land located in, over, across and through the Red Rock Land (i) to permit Grantee to access and use electric power transmission lines of the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner (collectively, the "Transmission Owners"), and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below) (the "Seller Retained Transmission Easement"). For the purposes of this Seller Retained Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. Effectiveness. Grantee shall have no right to use the Seller Retained Transmission Easement until. Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Seller Retained Transmission Easement within the Red Rock Land (the "Seller Retained Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Seller Retained Transmission Easement Agreement, which shall amend and restate this Seller Retained Transmission Easement Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Transmission Easement Route (the "Amended and Restated Seller Retained TransmissionEasement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Seller Retained Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Seller Retained Transmission, Easement Agreement, which shall contain those provisions required pursuant to Section 3.1 of the PSA with respect to the "Seller Retained Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (E) of Section 3.1.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for three separate one-time rights in favor of Grantee to designate, until the fifth anniversary of the Closing Date (as defined in the PSA), alternate routes for the Seller Retained Specific Transmission Easement Route for Exhibit I to Purchase and Sale Acreement 2 LA\2059099.4 interconnection with LADWP, SCE and one other Transmission Owner, if any, respectively, as provided in Section 3.1.3 of the PSA, subject to Section 3.1.5(c) of the PSA, C. provisions providing for Grantee's right to request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 3.1.3 of the PSA, d. a provision that, except as specifically provided in Section 3.1 of the PSA, the use of the Seller Retained Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.1.6 of the PSA, and e. provisions providing for Grantor's right, at any time following the Closing Date, to request that the Amended and Restated Seller Retained Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Land on which Grantor will be. constructing improvements or as to which Grantor otherwise has a need to clarify that the Seller Retained Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 3.1.4 of the PSA. 3. Term. If the Amended and Restated Seller Retained Transmission Easement Agreement has not been executed and recorded on or before- the fifth anniversary of the Closing Date for reasons other than Grantor's default .under the PSA, this Seller Retained Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor. to release this Seller Retained Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended .and Restated Seller Retained Transmission Easement Agreement, no additional payment shall be required of Grantee for the Seller Retained Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Seller Retained Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Seller Retained Transmission Easement and rights granted in this Seller Retained Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Seller Retained Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires Exhibit I to Purchase and Sale Agreement 3 LA\2059099.4 title to the Red Rock Land or any portion thereof, by foreclosure, trustee''s sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Seller Retained Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors. and Assigns; Covenants Running with the Land. This Seller Retained Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seller Retained Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law; including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Seller Retained Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by. law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to, that of the invalid or unenforceable provisions. 10. Complete Understanding. This Seller Retained Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Seller Retained Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headinsts. Article headings in this Seller Retained Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller Retained Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Seller Retained Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Seller Retained Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. Exhibit 1 to Purchase and Sale Agreement 4 LA\2059099.4 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 16. Counterparts. This Seller Retained Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank]. Exhibit I to Purchase and Sale Agreement 5 LA\2059099.4 IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Transmission Easement Agreement as of the date first set forth above. GRANTOR: BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company By: Dean R. Gosselin Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA ss. COUNTY OF PALM BEACH ) On February , 2010, before me, the undersigned, a notary public in and for said State, personally appeared Dean R. Gosselin, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State Exhibit I to Purchase and Sale Agreement 6 LA\2059099.4 GRANTEE: CITY OF VERNON, a California chartered city By: Name: Title: ATTEST: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: GRANTEE'S ACKNOWLEDGMENT State of California ` ) County of ) On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit I to Purchase and Sale A reement 7 1,A12059099.4 EXHIBIT A TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND [To come from Exhibit C to PSA] Exhibit I to Purchase and Sale Agreement 8 LA\2059099.4 EXHIBIT B TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exhibit I to Purchase and Sale Agreement 9 LA\2059099.4 EXHIBIT 13 Final Exhibit Confidential EXHIBIT J TO PURCHASE AND SALE AGREEMENT FORM OF SELLER RETAINED GENERAL MISCELLANEOUS EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Richards, Watson & Gershon 55 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Attention: Laurence S. Weiner, Esq. Recording Fee: Exempt pursuant. to California Government Code § 27383 SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT THIS SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT (this "Seller Retained Access Easement and License Agreement') is made as of February ", 2010, by BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantor"), a subsidiary of NextEra Energy Resources, LLC, to the CITY -OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue, Vernon, CA 90058 ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale -Agreement by and between Grantor and Grantee and dated as of February ", 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein and (ii) an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. LA\2059129.4 NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land located in, over, across and through the Red Rock Land to permit Grantee (i) to access utilities, and (ii) to access and construct roads of any type (dirt, gravel or paved), in each case in' a manner that is consistent with the Access Requirements. (defined below), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the construction of roads _ on the Vernon Retained Land and on other adjacent land over the costs that would be incurred from using the Red Rock Land) on the Vernon Retained Land or within or adjacent to the Seller Retained Specific Transmission Easement Route (as defined in the PSA) (the "Seller Retained Miscellaneous Easement"). For the purposes. of this Seller Retained Access Easement and License Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Miscellaneous Easement or the Seller Retained License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Miscellaneous Easement or the Seller Retained License shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Grantee's development of energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Grantee shall provide Grantor a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3. Effectiveness. Grantee shall have no right to use the Seller Retained Miscellaneous Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Seller Retained Miscellaneous Easement within the Red Rock Land (the "Seller Retained Specific Miscellaneous Easement Locations"), and (ii) entered into an Amended and Restated Seller Retained Access Easement and License Agreement, which shall amend and restate this Seller Retained Access Easement and License Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Miscellaneous Easement Locations and delete and release any extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Miscellaneous Easement Locations (the "Amended and Restated Seller Retained Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to determining the Seller Retained Specific Miscellaneous Easement Locations, Grantor shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with its rights to exploit the Geological Features Right (as defined in the PSA) with respect to the Red Rock Land. If and to the extent that Grantor reasonably determines that such proposed action would Exhibit J to Purchase and Sale Agreement 2 LA\2059129.4 materially interfere with its rights to exploit the Geological Features Right with respect to the Red Rock Land, Grantor and Grantee shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Once Grantee and Grantor have agreed to the Seller Retained Specific Miscellaneous Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Seller Retained Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 3.2 of the PSA with respect to the "Seller Retained Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation: a. the conditions and restrictions set forth in clauses (A) through (E) of Section 3.2.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Access Easement and License Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Miscellaneous Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Miscellaneous Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Miscellaneous Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA), to request that the Amended and Restated Seller Retained Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to. clarify that the Seller Retained Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land, as provided in Section 3.2.3 of the PSA, and C. a provision that the use of the Seller Retained Miscellaneous Easement shall be at. no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.2.4 of the PSA. 4. Term. If the Amended and Restated Seller Retained Access Easement and License Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained Miscellaneous Easement. The Seller Retained License shall expire on the fifth anniversary of the Closing Date, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Seller Retained Access Easement and License Agreement, no additional payment shall be required of Grantee for the, Seller Retained Miscellaneous Easement or the Seller Retained License. Exhibit J to Purchase and Sale Agreement 3 LA\2059129.4 6. No Gift or Dedication. Nothing contained in this Seller Retained Access Easement and License Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Seller Retained Miscellaneous Easement, the Seller Retained License and rights granted in this Seller Retained Access Easement and License Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortgagee Protection. No breach or violation of this Seller Retained Access Easement and License Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage; deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Access Easement and License Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Land, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governing Law. This Seller Retained Access Easement and License Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns; Covenants Running with the Land. This Seller Retained Access Easement and License Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seller Retained Access Easement and License Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 10. Severability. If any provision of this Seller Retained Access Easement and License Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall .endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 11. Complete Understanding. This Seller. Retained Access Easement and License Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Seller Retained Access Easement and License Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Seller Retained Access Easement and License Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller Retained Access Easement and License Agreement. Exhibit J to Purchase and Sale Agreement 4 LA\2059129.4 13. Recordation of the Easement. Grantee shall accept this Seller Retained Access Easement and License Agreement and cause the same to be recorded in the office of the Kern County Recorder. 14. Remedies. In. the event of any breach or threatened breach of any provision of this Seller Retained Access Easement and License Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Access Easement and License Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 15. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Access Easement and License Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, .expense, lien; fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 16. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 17. Counterparts. This Seller Retained Access Easement and License Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Exhibit J to Purchase and Sale Agreement 5 LA\2059129.4 IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Access Easement and License Agreement as of the date first set forth above. GRANTOR: BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company By: Dean R. Gosselin Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA ) ss. COUNTY OF PALM BEACH ) On February , 2010, before me, the undersigned, a notary public in and for said State, personally appeared Dean R. Gosselin, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State Exhibit J to Purchase and Sale Agreement 6 LA\2059129.4 r � � CITY OF VERNON,. a California chartered city By: Name: Title: ATTEST: LISM Name: Title: APPROVED AS TO FORM: By: Name: Title: GRANTEE'S ACKNOWLEDGEMENT State of California ) County of ) On before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit J to Purchase and Sale Agreement 7 LA\2059129.4 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND [To come from Exhibit C to PSA] Exhibit J to Purchase and Sale Agreement 8 LA\2059129.4 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exhibit J to Purchase and Sale Agreement 9 LA\2059129.4 EXHIBIT 14 EXHIBIT K TO PURCHASE AND SALE AGREEMENT FORM OF ESCROW INSTRUCTIONS THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of February _, 2010 by and among the City of Vernon ("Vernon"), Boulevard Associates, LLC, a Delaware limited liability company ("Depositor"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, and First American_ Title Insurance Company as Escrow Agent ("Agent"), with its office at 3281 E. Guasti Road, Suite 440, Ontario, CA 91761. RECITALS A. Vernon and Depositor have heretofore entered into that certain Purchase and Sale Agreement (the "Purchase and Sale Agreement") for the purpose of, among other things, transferring Vernon's rights to certain property in Kern County, California to Depositor. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Purchase and Sale Agreement; and B. Pursuant to the Purchase and Sale Agreement, Depositor hereby deposits $[ (the "Escrow Fund") with Agent for the purpose of providing the Deposit under the Purchase and Sale Agreement. NOW THEREFORE, IT IS AGREED: 1. Depositor hereby delivers to Agent, and Agent hereby acknowledges receipt of, the Escrow Fund to be held in accordance with the terms and conditions of this Agreement. 2. Each of Depositor and Vernon hereby agree that the Purchase and Sale Agreement shall govern the distribution of the Escrow Fund. Agent shall. hold the Escrow Fund, including all interest accrued thereon, in accordance with the terms of this Agreement until receipt of joint written instructions signed by an authorized signatory of each of Vernon and Depositor. At such time, the Escrow Agent shall disburse the Escrow Fund by wire transfer of immediately available federal funds as directed in such joint written instructions. 3. Written instructions from Vernon shall be signed by a signatory of Vernon identified in Exhibit C. Vernon hereby represents and warrants that each of the signatories set forth on Exhibit C is duly qualified and authorized to sign on behalf of Vernon, and the signatures set forth opposite his/her name is the genuine signature of such signatory. 4. Written instructions from Depositor shall be signed by a signatory of Depositor identified in Exhibit D. Depositor hereby represents and warrants that each of the signatories set forth on Exhibit D is duly qualified and authorized to sign on behalf of Depositor, and the signatures set forth opposite his/her name is the genuine signature of such signatory. LA\2059213.2 5. The Duties of the Escrow Agent hereunder shall be entirely. administrative and not discretionary. The Escrow Agent shall be obligated to act only as, and shall have no duties or responsibilities except those specifically set forth in this Agreement. Except as explicitly set forth herein, the Escrow Agent shall have no implied duties or obligations under the terms of this Agreement or otherwise. The Escrow Agent shall not be charged with or deemed to have any knowledge or notice of any notice, fact or circumstance not specifically set forth in this Agreement or furnished to the Escrow Agent in notices provided to the Escrow Agent in writing in accordance with the notice provisions of this Agreement. The Escrow Agent shall not be required to take notice of any agreement or understanding among the parties hereto (other than this Agreement and the Purchase and Sale Agreement), and shall have no duty or responsibility to take any action pursuant to the terms thereof. The Escrow Agent shall be entitled to rely upon and shall be fully protected in acting on any joint request, joint instruction, joint statement or other jointly executed instrument which the Escrow Agent shall in good faith believe to be genuine and to have been signed or presented by the parties purporting to sign or present the same. 6. All disbursements shall be made by Fed -wire transfer within two business days of receipt of written instructions as set forth in this section. Exhibit E sets forth the necessary details required to make payments. 7: Agent's General Provisions are incorporated herein and attached as Exhibit A. 8. Agent fees shall be paid in advance by Vernon and Depositor in accordance with the Fee Schedule attached as Exhibit B. Vernon shall pay 50% of the fees and Depositor shall pay 50% of the fees. 9. Upon clearance of funds, Agent is authorized and instructed to invest the Escrow Fund in an interest bearing account and all interest accruing on the Escrow Fund shall be for the benefit of the Depositor. Depositor shall deliver to Agent a Form W-9 as a requirement to open the interest bearing account. 10. Agent shall send monthly statements to each of Depositor and Vernon indicating the balance in the Escrow Fund and interest earnings on the balance. 11. All notices, demands, and requests required or permitted to be given under the provisions of this Agreement must be in writing and shall be deemed to have been sufficiently given when received if personally delivered or by facsimile or electronic mail, accompanied by a PDF file, or, if mailed by registered or certified mail, with return receipt requested, or overnight mail addressed as follows: If to Vernon: City of Vernon Attention: Donal O'Callaghan City Administrator Exhibit K to Purchase and Sale Agreement 2 LA\2059213.2 4305 Santa Fe Avenue Vernon, CA 90058 Facsimile: (323) 826-1438 If to Depositor: Boulevard Associates,'LLC 700 Universe Blvd, Juno Beach, FL 33408 Attention: Orin Shakerdge, Esq. Telephone No.: (561) 694-4678 Facsimile No.: (561) 691-7762 If to Agent: First American Title Insurance Company National Commercial Services - - Attn: Janette DeLap 3281 E. Guasti Road, Ste 440 Ontario, CA 91761 Tel: 909.510.6206 Fax: 909.363.7356 Email: jdelap@firstam.com [Signature page follows] Exhibit K to Purchase and Sale Agreement 3 LA\2059213.2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. THE CITY OF VERNON By: Name: Title: BOULEVARD ASSOCIATES, LLC By: Name: Title: FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Title: Exhibit K to Purchase and Sale Agreement 4 LA\2059213.2 Exhibit A General Provisions [see attached] Exhibit K to Purchase and Sale Agreement 5 LA\2059213.2 Exhibit B Schedule of Fees [see attached] Exhibit K to Purchase and Sale Agreement 6 LA\2059213.2 EXHIBIT C CERTIFICATE AS TO VERNON AUTHORIZED SIGNATURES The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Vernon and are authorized to initiate and approve transactions of all types for the escrow account or accounts established under the Escrow Agreement to which this Exhibit C is attached, on behalf of Vernon. Name/Title Specimen Signature Name Signature Title Name Signature Title Name Signature Title Name Signature Title Exhibit K to Purchase and Sale Agreement 7 LA\2059213.2 EXHIBIT D CERTIFICATE AS TO DEPOSITOR AUTHORIZED SIGNATURES The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Depositor and are authorized to initiate and approve transactions of all types for the escrow account or accounts. established under the Escrow Agreement to which this Exhibit D is attached, on behalf of Depositor. Name/Title Specimen- Signature Name Signature Title Name Signature Title Name Signature Title Name Signature Title Exhibit K to Purchase and Sale Agreement 8. LA\2059213.2 Exhibit E Payment Instructions If to Vernon: ABA Routing #: Bank: Address: Phone: Fax: Bank Contact: Account #: If to Depositor: ABA Routing #: Bank: Address: Phone: Fax: Bank Contact: Account #: Exhibit K to Purchase and Sale A reement 9 LA12059213.2 EXHIBIT 15 EXHIBIT L TO PURCHASE AND SALE AGREEMENT BUYER'S TITLE COMMITMENT [see attached] LA\2059363.1 Final Exhibit Confidential Pro Forma 4. Form No. 1402.06 Policy Page 1 ALTA Owner's Policy (6-17 Policy Number: 1100302PO50600 - OWNER'S POLICY OF TITLE INSURANCE ISSUED BY .. First American Title Insu rance Company Anynotice of claim and any other notice or statement7 in yrnting required to be given to the Company under this policy must be givento the Company at the address shown. in Section 16.of the: Conditions _ . COVERMIUSKS SUBJECT TO THE:EXCLUSIONS FROM, COVERAGE, THE EXCEPTIONS police power not covered by Covered Risk 5 if a notice of.the. FROM COVERAGE- CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a enforcement action, :describing any part of: the Land, is recorded in the: Public Records but only to the extent of the enforcement California corporation (the "Company'l insures, as of Date of Policy - .....referredto inthatnotice. and, to the extent: stated in Covered Risks 9 and 10, afterDateof Policy, against: loss or: damage, not exceeding the Amount of j Theezercise of.the. rights Of. eminent domainifa notice of the exercise, describing any part of the Land, recorded in the Insurance, sustained or incurred by the Insured by reason of: .is. Public Records[=-: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title.. This Covered 8 Any taking by a governmental body that has occurred and is` binding on the rights of 6:purchakr for value without Knowledge. _ . Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by 9, Title being vested other than as stated in Schedule A or being _ (i). forgery, fraud, undue influence, duress, incompetency, defective (a) as; a result. the avoidance in whole or in part; or from a t - incapacity; or impersonation; 00 failure: of any person or Entity to have authorized a courtorder providing an alternative remedy, of a transfer of all' or any part of the title to or any interest in the Land transfer or (iiiy. a document affecting Title not properly created occurring prior to thearansaction vesting Title:as shown in Schedule A because that prior transfer . executed,.witnessed, sealed, acknowledged, notarized, or delivered; constituted - a fraudulent. or preferential transfer under federal bankruptcy . (iv) failure to perform those acts necessary to create a::: state insolvency, or similar creditors' rights laws; or - (b) because the _instrument of transfer vesting Title as shown in: document by electronic means authorized by law; Schedule A constitutes:a. preferential transfer under federal (v) .a- document executed under a .falsifed, expired, or, bankruptcy;.atate insolvency, or aimilarcreditors' rights. laws otherwise invalid power of attorney; (v)) a: document hot properly filed, recorded, or indexed in byreason ofahe failure: of its recording inthe Public:Records (i): to A.be timely, or .... the Public Records including failure to: perform those acts by electronic means authorized by law; or (n) to impart notice of its existence to a purchaserfor value (vii)a- defective ;judicial -or.administrative proceeding. or to a judgment or lien creditor. 10 Any defect m or:lien or encumbrance on the Tide or other matter; (b) The_lien of real.estate taxes or assessments imposed on the included in Covered Risks.fI through 9 that has: been created or , - Title; by a governmental authority due or payable, but unpaid. (c) Any, encroachment, encumbrance, violation, variation, or attached or has: been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the - adverse circumstance .affecting the Title that would be disclosed by an and complete land survey of the deed:or other instrument of transfer. in the Public Records that- -accurate Land.. The term "encroachment" includes: encroachments of vests.Tideas:shownin:ScheduleA: existing improvements located on the Land onto adjoining The Company will also pay the costs, :attorneys' fees; and expenses land, : and encroachments onto the Land of existing incurred'im defense of any matter Insured against by this policy, but improvements located on adjoining land. 3. _ `Unmarketable Title. only to. the: extent provided in: the Conditions. _ 4. No right of access to and from the Land. o j, 5. The violation or enforcement of any law; ordinance, permit, or governmental regulation, (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement i - erected on the Land;`��/ (c) -the subdivision of land; or ` (d) environmental protection if a notice, describing any.part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to. in that notice. l 6. An enforcement action based on the exercise of a governmental — Form No. 1402.06 ALTA Owner's Policy (6-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; - (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used In this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased _ by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, of other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law a distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation distribution, or reorganization; (C) successors to an Insured by its conversion to another kind o Policy Page 2 Policy Number: (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land.described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not _include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 0) "Title": The estate or interest described in Schedule A (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the . Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Tide. This policy shall not continue in force in favor of any purchaser from the Insured of either (1) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in wridng (1) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of tide or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (III) if the Tide, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or s damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. f Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained In First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (1) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All Information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this polity, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (h) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, Policy Page 3 Policy Number: attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(1) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. S. DETERMINATION AND EXTENT OF LIABILITY This polity is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (0) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken In Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Polity and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. First American Title Insurance Company Form No. 1402.06 ALTA Owners Policy (6-17-06) (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules'). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service In connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this.policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. Policy Page 4 Policy Number: (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (III) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity.of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department. POLICY OF TITLE INSURANCE First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6 17 06) Policy Page 5Policy Number: SCHEDULE A First American Title Insurance Company Name and Address of Title Insurance Company: First American Title Insurance Company 1 First American Way Santa Ana, CA 92707 File No.: NCS-426286-ONT1 Policy No.: Address Reference: , Kern County, CA Amount of Insurance: $To Be Determined Date of Policy: Date and Time of Recording at 1. Name of Insured: To be Determined 2. The estate or interest in, the Land that is insured by this policy is: A Fee as to Parcels 1 through 23 and Easements as to Parcels 24 and 25 3. Title is vested in: To be Determined 4. The Land referred to in this policy is described as follows: Real property in the, County of Kern, State of California, described as follows: Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8. Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official First American Title Insurance Company Form No. 1402.06 Policy Page 6 ALTA Owner's Policy (6-17-06) Policy Number: Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-03041-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. First American Title Insurance Company Form No. 1402.06 Policy Page 7 ALTA Owner's Policy (6-17-06) Policy Number: Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: A Non -Exclusive Easement and Right -of -Way for access and use electric power transmission lines to one of (a) the Los Angeles Department of Water and Power ("LADWP'),(b) Southern California Edison ("SCE') or (c) any other applicable transmission owner (collectively, the "Transmission Owners") and (ii) to permit any other Permissible Uses as contained in that certain Red Rock Transmission Easement Agreement dated and recorded First American Title Insurance Company Form No. 1402.06 Policy Page 8 ALTA Owner's Policy (6-17-06) Policy Number: 2010, as Instrument No. of Official Records. Parcel 25: A Non -Exclusive Easement and Right-of-Way.for (i) to access utilities, and (ii) to access roads of any type (dirt, gravel or paved) as contained in that certain Red Rock Access Easement and License Agreement dated and recorded 2010 as Instrument no. of Official Records. First American Title Insurance Company Form No.1402.06 ALTA Owner's Policy (6-17-06) Policy Page 9 Policy Number: SCHEDULE B File No.: NCS-426286-ONT1 Policy No.: EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: A. General and special taxes and assessments for the fiscal year 2010-2011, a lien not yet due or payable. B. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. C. Any assessments levied or which may be levied by Kern -Antelope Valley Water Storage District. 1. Right of the public in and to that portion of said property lying within the line of Jawbone Road, as it now exist. Affects Parcel 20 2. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public for the purposes of any lawfully established county roads, recorded March 22, 1912 in Book 271, Page(s) 1, of Deeds. Affects said land. 3. Reservations and Provisions as contained in the Patent from the State of California to Oscar Rudnick Trust recorded June 10, 1958 in Book 2962, Page 503 of Official Records. Reserving in the people the absolute right to fish thereupon, as provided by Section 25 Article I of the Constitution of the State of California. Affects: Parcel 20 4. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of William N. Fritzsche, William R. Long and Michael Korda, dba Korda and Associates for the purpose of constructing, maintaining and using a roadway, recorded November 6, 1961 in Book 3431, Page 404 of Official Records. An Amendment to easement and agreement was recorded October 18, 1979 in Book 5237, Page 1732 of Official Records. Affects: Parcels 5, 6 and 7 5. An agreement to which reference is made for full particulars dated September 23, 2003, by and between the Rudnick Estate Trust, Lessor and Trans -Western Materials, as Lessee, regarding Miner Extraction Lease, recorded January 30, 2004, as Instrument/File No. 0204022751 of Official Records. Affects: Parcels 6 and 7 and other property. 6. Lack of aright of access to and from Parcels 1 , 4 and 6 of the Land. First American Title Insurance Company Form No. 1402.06 Policy Page 10 ALTA Owner's Policy (6-17-06) Policy Number: 7. Water rights, claims or title to water in or under said land, whether or not shown by the public records. 8. Any facts, rights, interest, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the land. 9. Easements, liens, encumbrances, or claims thereof, not shown by the Public Records. 10. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete survey of the Land and not shown by the Public Records. 11. (a). Unpatented Mining Claims; (b). reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims, title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 12. Reservations contained in Grant Deed dated October 16, 2008 from ReNu Resources, LLC, a Delaware limited liability company to City of Vernon, a California chartered city recorded October 17, 2008 as Instrument No. 0208165192 of Official Records. 13. A non-exclusive easement and right of way for Transmission Easement and rights incidental thereto in favor of the City of Vernon, a California chartered city as set forth in a document entitled "Transmission Easement" recorded October 17, 2008 as Document No. 0208165193 of Official Records, affects said land and is more particularly described in said document. A First Amendment to Transmission Easement recorded October 23, 2009 as Document No. 0209157867 of Official Records. 14. A non-exclusive easement and right of way for Transmission Easement and rights incidental thereto in favor of ReNu Resources LLC, a Delaware limited liability company as set forth in a document entitled "Transmission Easement" recorded October 17, 2008 as Document No. 0208165194 of Official Records, affects said land and is more particularly described in said document. 15. Access Easement and License Agreement to which reference is made for full particulars in favor of the City of Vernon, a California chartered city, recorded October 17, 2008 as Instrument No. 0208165195 of Official Records. Affects as more particularly described in said document. 16. An Access Easement and License Agreement to which reference is made for full particulars in favor of ReNu Resources LLC, a Delaware limited liability company recorded October 17, 2008 as Instrument No. 0208165196 of Official Records. Affects as more particularly described in said document. 17. Terms and provisions as contained in that certain Red Rock Transmission Easement Agreement dated 2010 by and between the City of Vernon, a California charted city and recorded 12010 as Instrument No. _ of Official Records. Affects Parcels 24 and 25. 18. An easement for non-exclusive easement and right of way for Transmission Easement and rights incidental thereto in favor of the City of Vernon, a California chartered city as set forth in a document entitled "Transmission Easement" recorded 2010 as Instrument No. of Official Records, affects said land and is more particularly described in said document. First American Title Insurance Company Form No.1402.06 ALTA Owner's Policy (6-17-06) Policy Page 11 Policy Number: 19. Terms and provisions as contained in that certain Red Rock Access Easement and License Agreement dated 2010 by and between the City of Vernon, a California charted city and recorded 2010 as Instrument No. of Official Records. Affects Parcels 24 and 25. 20. An Access Easement and License Agreement to which reference is made for full particulars in favor of the City of Vernon, a California chartered city recorded - , 2010 as Instrument No. of Official Records. Affects as more particularly described in said document. 21. Reservations contained in Grant Deed dated - , 2010 from the City of Vernon, a California chartered city to - - recorded 2010 as Instrument No. _ of Official Records. 22. The Los Angeles Aqueduct as shown on the current Assessors Parcel Map. Affects Parcel 24 and 25 23. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles to construct, maintain, operate, reconstruct and repair pole lines and wires, recorded March 13, 1920 in Book 346, Page 409 of Deeds. Affects Parcels 24 and 25. 24. Rights, rights of way, reservations and exceptions in the patent from the United States of America recorded April 27, 1949 as Book 1612, page 130 of Official Records. Affects Parcels 24 and 25. 25. Rights, rights of way, reservations and exceptions in the patent from the State of California recorded July 29, 1958 as Book 3170, page 179 of Official Records. Affects Parcels 24 and 25. 26. An easement for spring development and pipeline and incidental purposes, recorded November 6, 1961 as Book 3431, page 404 of Official Records. In Favor of: United States of America, Department of the Interior, Bureau of Land Management Affects: Parcels 24 and 25 27. The terms and provisions contained in the document entitled "License for Diversion and Use of Water" recorded June 10, 1963 as Book 3614, page 996 of Official Records. in favor of the State of California, Department of Fish and Game, Permit No. 12538 for wildlife propagation. Affects Parcels 24 and 25. 28. An easement for to locate, construct, use, control, maintain, improve, relocate and repair a 30 foot wide right of way for trail and incidental purposes, recorded August 2, 1988 as Book 6148, page 1775 of Official Records. In Favor of: the United States of America and the general public Affects: Parcels 24 and 25 29. An easement for road purposes and incidental purposes, recorded May 22, 2003 as Instrument No. 0203100450 of Official Records. In Favor of: Wind Turbine Prometheus, LLC, a Delaware limited liability company Affects: Parcels 24 and 25 The Easement was assigned to the City of Los Angeles, acting through the Department of Water and Power by Assignment and Assumption Agreement recorded February 7, 2007 as i:nstrument no. 0207029617 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) ENDORSEMENT Policy Page 12 Policy Number: Attached to Policy No. Issued by FirstAmerican Title Insurance company The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions. C. Any encroachment onto the Land of existing improvements located on adjoining land. Cl. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to improvements (excluding lawns, shrubbery, or trees) constructed on the Land after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions, or limitations contained in an instrument creating a lease. As used in paragraph l.a., the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 9.4-06 (Restrictions, Encroachments, Minerals - Owner's Policy - Unimproved Land) Adopted 6117/06 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Polity Page 13 Policy Number: ENDORSEMENT Attached to Policy No. Issued by FirstAmerican Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: 1. the failure of Parcels 2, 3, 5 and 7 through 23, inclusive, of the Land to be contiguous; or, 2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 19-06 (Contiguity -Multiple Parcels) Adopted 6/17/06 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 14 Policy Number: ENDORSEMENT Attached to Policy No. Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) Parcel 20 of the Land does not abut and have both actual vehicular and pedestrian access to and from Jawbone Road No. 938 (the "Street(s)"), or (ii) the Street(s) is not physically open. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06 First American Title Insurance Company Form No.1402.06 ALTA Owner's Policy (6-17-06) ENDORSEMENT Attached to Policy No. Issued by �- first American Title Insurance Company Policy Page 15 Policy Number: The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the easement identified as Parcel 25 in Schedule A (the "Easement") does not provide that portion of the Land identified as Parcels 1 through 23, inclusive, in Schedule A both actual vehicular and pedestrian access to and from Butterbread Road No. 515 and Jawbone Road No. 938 (the "Street"), or (ii) the. Street is not physically open. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior. _ endorsements. American Land Title Association Endorsement 17.1-06 (Indirect Access and Entry) Modified Adopted 6/17/06 First American Title Insurance Company Form No. 1402.06 Policy Page 16 ALTA Owner's Policy (6-17-06) Policy Number: F.A. Special Lack of Signatures ENDORSEMENT Attached to Policy No. NCS-426286-ONTI Issued By First American Title Insurance Company The Company hereby assures the Insured that the Company will not deny liability under the policy or any endorsements issued therewith solely on the grounds that the policy and/or endorsement(s) were issued electronically and/or lack signatures in accordance with Paragraph 15 (c) of the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company EXHIBIT 16 Final Exhibit Confidential EXHIBIT M TO PURCHASE AND SALE AGREEMENT FORM OF GRANT DEED RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO, ) AND SEND TAX STATEMENTS TO: ) NextEra Energy Resources, LLC ) 700 Universe Blvd. ) Juno Beach, FL 33408 ) Attention: Orin Shakerdge, Esq. ) (Space Above This Line For Recorder's Use Only) The undersigned grantor declares: Documentary Transfer Tax not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended APNs: See Exhibit A GRANT DEED FOR VALUE RECEIVED, the CITY OF VERNON, a California. chartered city ("Grantor"), hereby grants to Boulevard Associates, LLC, a Delaware limited liability company ("Grantee'), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, all of its right, title and interest in and to the following property: (a) that certain real property situated in the County of Kern, State of California, described on Exhibit A attached hereto and by this reference incorporated herein (the "Red Rock Land"), SUBJECT TO all non -delinquent taxes and other assessments, covenants, conditions, restrictions, reservations, rights, rights -of -way, easements, dedications, offers of dedication and other matters of record and matters that would be revealed by an ALTA survey of the Red Rock Land, and all matters which would be revealed or disclosed by a physical inspection of the of the Red Rock Land; (b) the buildings, structures, fixtures and other improvements, if any, affixed to or located on the Red Rock Land; (c) except for the Excluded Mineral Rights (as defined below), all oil, gas and other hydrocarbon substances or other mineral rights on and under the Red Rock Land; (d) except for the Excluded Subsurface Water (as defined below), all water, water stock and water rights, if any, on and under the Red Rock Land; LA\2059227.4 (e) all of Grantor's right to use whatever geological features, if any, in or under the Red Rock Land that are useful for the storage of compressed gasses (the "Geological Features Right"); and (f) all rights, easements and rights -of -way appurtenant to, or used in connection with the beneficial use and enjoyment of the Red Rock Land. RESERVING UNTO GRANTOR, its successors and assigns together with the right to transfer and/or assign all or a portion of the same, and subject to the sub -easements and sub- license set forth in Section 2.7.2 of that certain Purchase and Sale Agreement by and between Grantor and Grantee, dated February L], 2010, the following easements and licenses granted by ReNu Resources, LLC ("ReNu") to Grantor, which are appurtenant to the Red Rock Land: (1) Transmission Easement made as of October 16, 2008 and recorded October 1.7, 2008, as Document No. 0208165193, in the Kern County Recorder's Office (the "Official Records"); and (2) Access Easement and License Agreement, made as of October 16, 2008 and recorded October 17, 2008, as Document No. 0208165195 of the Official Records. "Excluded Mineral Rights" means all rights to minerals located 500 feet or more below the surface of the Red Rock Land; provided, however, that the Excluded Mineral Rights shall not include any right granted under the Geological Features Right. "Excluded Subsurface. Water" means all rights to any subsurface water located 500 feet or more below the surface of the Red Rock Land to the extent such water is in excess of any subsurface water to be used by Grantee (or its successors and assigns) on or adjacent to the Red Rock Land; provided, however, the Excluded Subsurface Water shall not include any right granted under the Geological Features Right. [signature page follows] . Exhibit M to Purchase and Sale Allreement 2 LA\2059227.4 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of February _, 2010. .GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: Mal Name: Title: APPROVED AS TO FORM: By: Name: Title: GRANTOR'S ACKNOWLEDGMENT State of California ) County of On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit M to Purchase and Sale Agreement 3 LA\2059227.4 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION [To come from Exhibit B to PSA] _Exhibit M to Purchase and Sale Agreement 4 LA\2059227.4 NOT FOR PUBLIC RECORD Document No. Date Recorded STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Pursuant to Section 11932 R & T Code) To: Registrar -Recorder / County Clerk County of Kern: Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of tax due not be shown on the original document which names: (Grantor) and (Grantee) Property described in the accompanying document is located in an Unincorporated area of Kern County. The amount of tax due on the accompanying document is $ Or X Computed on full value of property conveyed $ Computed on full value less liens and encumbrances remaining at time of sale. CITY OF VERNON, ATTEST: a California chartered city By: By: Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: NOTE: After the permanent record is made, this form will be affixed to the Conveying document and returned with it. Exhibit M to Purchase and Sale Agreement 5 LA12059227.4 EXHIBIT 17 Final Exhibit Confidential EXHIBIT N TO PURCHASE AND SALE AGREEMENT FORM OF ASSIGNMENT ASSIGNMENT This instrument is executed and delivered to be effective as of February U, 2010, by and between the CITY OF VERNON, a California chartered city ("Seller"), and BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company (`Buyer"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, covering the real property described in Exhibit A attached hereto ("Real Property'). Capitalized terms used herein and not otherwise defined herein have the meanings provided them in that certain Purchase and Sale Agreement dated as of February [J, 2010, by and between Seller and Buyer (the "Purchase Agreement"). 1. Assignment. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer, and Buyer hereby assumes, the following. property: (a) all of Seller's rights, remedies, privileges, claims, duties, liabilities and obligations ("Rights and Obligations") to and under the contracts described in Exhibit B attached hereto (the "Project Agreements") to the extent the Rights and Obligations relate to any real or personal property acquired by Buyer pursuant to the Purchase Agreement, including, without limitation: (i) any right Seller may have to indemnification under the .Project Agreements; and (ii) Seller's Rights and Remedies with respect to any breach by any other party to the Project Agreements of its representations, warranties or covenants thereunder; and (c) to the extent assignable, all of Seller's right, title and interest in and to (i) all certificates of occupancy and governmental licenses and permits relating to the Red Rock Property, including, without limitation, those included on Exhibit C, and (ii) construction and equipment warranties and guarantees, if any. Buyer hereby accepts such assignment. Buyer hereby assumes and agrees to be bound by and to perform, as of the date hereof, Seller's obligations, covenants and agreements under the Project Agreements accruing on or after the date hereof (but specifically excluding any assumption of any pre-existing'defaults that continue to remain uncured). 2. Further Assurances. The parties will, from time to time and at all times hereafter, upon every reasonable request to do so by the other party hereto, promptly make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be legally required or reasonably necessary in order to further implement and carry out the intent and purposes of this instrument. LA\2059223.2 3. Incorporation by Reference. The following provisions of the Purchase Agreement are incorporated by reference as if they were fully set forth herein: 15 (Entire Agreement; Modifications; Advice of Counsel); 16 (Pronouns; Joint and Several Liability); 17 (Invalidity); 18 (Applicable Law); 22 (Waivers; Extensions); and 24 (Counterparts; Captions). 4. Successors and Assigns. This instrument is binding upon, and shall inure to the benefit of Seller and Buyer and their respective heirs, legal representatives, successors and assigns. 5. Power and Authority. Each of Buyer and Seller represents and warrants to the other that it is fully empowered and authorized to execute and deliver this instrument, and that the individual signing this instrument on its behalf is fully empowered and authorized to do so. [signature page follows] Exhibit N to Purchase and Sale Agreement 2 LA12059223.2 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed effective as of the date written above. SELLER: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: BUYER: BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company By: Dean R. Gosselin Vice President By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Exhibit N to Purchase and Sale Agreement 3 LA\2059223.2 EXHIBIT A TO ASSIGNMENT DESCRIPTION OF REAL PROPERTY [To come from Exhibit B to PSA] Exhibit N to Purchase and Sale Agreement 4 LA\2059223.2 EXHIBIT B TO ASSIGNMENT PROJECT AGREEMENTS [To come from Exhibit H to PSA] Exhibit N to Purchase and Sale Agreement 5 M2059223.2 EXHIBIT C TO ASSIGNMENT ENVIRONMENTAL ENTITLEMENTS [To come from Exhibit G to PSA] Exhibit N to Purchase and Sale Agreement 6 LA\2059223.2 EXHIBIT 18 Final Exhibit Confidential EXHIBIT O TO PURCHASE AND SALE AGREEMENT FORM OF NOTICE TO COUNTERPARTIES [Seller's Letterhead] February [_], 2010 Attention: [ ] Re: Red Rock Land (the "Property" Ladies and Gentlemen: With reference to your agreement with respect to the Property (the "Agreement"), please be advised that the City of Vernon, a California chartered city ("Seller"), has this day sold and transferred the Property and its interest in the Agreement to Boulevard Associates, LLC, a Delaware limited liability company (`Buyer"). Until you receive further notice from Buyer, all correspondence, payments and invoices with respect to the Agreement should henceforth be made to Buyer and mailed or delivered to its office at the following address: Attention: [ ] All notices under the Agreement should also be addressed to_Buyer at the foregoing address. Very truly yours, SELLER: CITY OF VERNON, a California chartered city By:_ Name: Title: cc: Orin Shakerdge, Esq. LA\2059230.2 EXHIBIT 19 Final Exhibit Confidential EXHIBIT P TO PURCHASE AND SALE AGREEMENT DISCLOSED CONDITIONS 1. Kelso Project Critical Habitat Map, dated July 22, 2008. 2. Letter, dated October 22, 2008, from Kennedy/Jenks Consultants regarding Draft Executive Summary Findings for Kelso Valley Wind Project — Phase I ESA 3 Kennedy/Jenks Consultants Phase I Environmental Site Assessment and Limited Phase II Soil Investigation, dated September 2008 4. Letter, dated June 13, 2008, from County of Kern Resource Management Agency regarding Preliminary Application Review for Zone Change and Conditional Use Permit and discussing possible environmental issues 5. Solar Critical Issues Report, Client Review Draft, dated June 2009 6. Technical Memo, City of Vernon Solar Project — Preliminary Assessment of Biological Resources, prepared in support of the Solar Critical Issues Report, dated June 5, 2009 LA\2059235.2 EXHIBIT 20 Final Exhibit Confidential EXHIBIT Q TO PURCHASE AND SALE AGREEMENT DEPICTION OF BLM PARCELS INCLUDED WITHIN RED ROCK PROJECT Parcel Numbers 1. 444-010-03 2. 444-010-12 3. 444-010-01 4. 444-030-10 5. 444-010-09 6. 444-060-07 7. 444-050-03 8. 444-060-11 and 12 9. 444-030-004 10. A portion of 444-060-10 11. 443-030-18 12. 444-060-01 and 02 13. 444-120-01 14. 461-020-01 15. 460-010-08 LA\2059152.3 EXHIBIT 21 Final Exhibit Confidential ESCROW INSTRUCTIONS THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 12, 2010 by and among the City of Vernon ("Vernon"), Boulevard Associates, LLC, a Delaware limited liability company ("Depositor"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, and First American Title Insurance Company as Escrow Agent ("Agent"), with its office at 3281 E. Guasti Road, Suite 440, Ontario, CA 91761. RECITALS A. Depositor has executed that certain Purchase and Sale Agreement (the "Purchase and Sale Agreement") for the purpose of, among other things, making an irrevocable offer to purchase Vernon's rights to certain property in Kern County, California to Depositor. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Purchase and Sale Agreement; and B. Pursuant to the Purchase and Sale Agreement, Depositor hereby deposits Four Million Dollars ($4,000,000.00) (the "Escrow Fund") with Agent for the purpose of providing the Deposit under the Purchase and Sale Agreement. NOW THEREFORE, IT IS AGREED: 1. Depositor hereby delivers to Agent, and Agent hereby acknowledges receipt of, the Escrow Fund to be held in accordance with the terms and conditions of this Agreement. 2. Each of Depositor and Vernon hereby agree that the Purchase and Sale Agreement shall govern the distribution of the Escrow Fund. Agent shall hold the Escrow Fund, including all interest accrued thereon, in accordance with the terms of this Agreement until receipt of joint written instructions signed by an authorized signatory of each of Vernon and Depositor. At such time, the Escrow Agent shall disburse the Escrow Fund by, wire transfer of immediately available federal funds as directed in such joint written instructions. 3. Written instructions from Vernon shall be signed by a signatory of Vernon identified in Exhibit C. Vernon hereby represents and warrants that each of the signatories set forth on Exhibit C is duly qualified and authorized to sign on behalf of Vernon, and the signatures set forth opposite his/her name is the genuine signature of such signatory. 4. Written instructions from Depositor shall be signed by a signatory of Depositor identified in Exhibit D. Depositor hereby represents and warrants that each of the signatories set forth. on Exhibit D is duly qualified and authorized to sign on behalf of Depositor, and the signatures set forth opposite his/her name is the genuine signature of such signatory. 5. The Duties of the Escrow Agent hereunder shall be entirely administrative and not discretionary. The Escrow Agent shall be obligated to act only as, and shall have no duties or responsibilities except those specifically set forth in this Agreement. Except as explicitly set forth herein, the Escrow Agent shall have no implied duties or obligations under the terms of LA\2059213.3 this Agreement or otherwise. The Escrow Agent shall not be charged with or deemed to have any knowledge or notice of any notice, fact or circumstance not specifically set forth in this Agreement or furnished to the Escrow Agent in notices provided to the Escrow Agent in writing in accordance with the notice provisions of this Agreement. The Escrow Agent shall not be required to take notice of any agreement or understanding among the parties hereto (other than this Agreement and the Purchase and Sale Agreement), and shall have no duty or responsibility to take any action pursuant to the terms thereof. The Escrow Agent shall be entitled to rely upon and shall be fully protected in acting on any joint request, joint instruction, joint statement or other jointly executed instrument which the Escrow Agent shall in good faith believe to be genuine and to have been signed or presented by the parties purporting to sign or present the same. 6. All disbursements shall be made by Fed -wire transfer within two business days of receipt of written instructions as set forth in this section. Exhibit E sets forth the necessary details required to make payments. 7. Agent's General Provisions are incorporated herein and attached as Exhibit A. 8. Agent fees shall be paid at Closing by Vernon and Depositor in accordance with the Fee Schedule attached as Exhibit B. Vernon shall pay 50% of the fees and Depositor shall pay 50% of the fees. - 9. Upon clearance of funds, Agent is authorized and instructed to invest the Escrow Fund in an interest bearing account and all interest accruing on the Escrow Fund shall be for the benefit of the Depositor. Depositor shall deliver to Agent a Form W-9 as a requirement to open the interest bearing account. 10. Agent shall send monthly statements to each of Depositor and Vernon indicating the balance in the Escrow Fund and interest earnings on the balance. l 1. All notices, demands, and requests required or permitted to be given under the provisions of this Agreement must be in writing and shall be deemed to have been sufficiently given when . received if personally delivered or by facsimile or electronic mail, accompanied by a PDF file, or, if mailed by registered or certified mail, with return receipt requested, or overnight mail addressed as follows: If to Vernon: City of Vernon Attention: Donal O'Callaghan City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Facsimile: (323) 826-1438 If to Depositor: Boulevard Associates, LLC 700 Universe Blvd, Juno Beach, FL 33408 Exhibit K to Purchase and Sale Agreement 2 LA\2059213.3 Attention: Orin Shakerdge, Esq. Telephone No.: (561) 694-4678 Facsimile No.: (561) 691-7762 If to Agent: First American Title Insurance Company National Commercial Services Attn: Janette DeLap 3281 E. Guasti Road, Ste 440 Ontario, CA 91761 Tel: 909.510.6206 Fax: 909.363.7356 Email: jdelap@firstam.com [Signature page follows] r Exhibit K to Purchase and Sale Agreement 3 LA\2059213.3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the d, and year first above written. CITY OF VERNON, ATTEST: a Ca'lifomia chartered'ci` B - . _ By: Name: f Tit1e:C.� Title: ptl2 BOULEVARD ASSOCIATES, LLC By: Name: Title: FIRST AM CAN LE INSURANCE COMPANY By: Title: azow ors=reC'�'Z/� c osC_ _Exhibit K to Purehase and.Safe Agreement 4 LAU039213 I fN �VITN S V+?fIELZEC �, the parties hereto have executed this_ Agreement`a� of the elate: and year first above written:: CITY Qk VE7flN ATTES a. OW0*40ero city By. Nar`A Tit FIRST A, Mg IT , -INVRANCE fl 'E N'Y By" Tale« ]�'atxae Title: Exl►ffi t IC to Purchase and Sale Agreeiteitt 4 LPc�2Q59;213.3 Exhibit A General Provisions [see attached] Exhibit K to Purchase and Sale Agreement 5 LA\2059213.3 Escrow General Provisions The parties understand and acknowledge: 1. SPECIAL DISCLOSURES: A. DEPOSITS OF FUNDS & DISBURSEMENTS Unless directed in writing to establish a separate, interest -bearing account together with all necessary taxpayer reporting information, all funds shall be deposited in general escrow accounts in a federally insured financial institution including those affiliated with Escrow Holder (.depositories.). All disbursements shall be made by Escrow Holder's check or by wire transfer unless otherwise instructed in writing. The Good Funds Law (California Insurance Code 12413.1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available in Escrow Holder's account. Wire transfers are immediately disbursable upon confirmation of receipt. Funds deposited by a cashier's or certified check are generally available on the next banking day following deposit. Funds deposited by a personal check and other types of instruments may not be available until confirmation from Escrow Holders bank which can vary from 2 to 10 days. B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER As a result of Escrow Holder maintaining its general escrow accounts with the depositories, Escrow Holder may receive certain financial benefits such as an array of bank services, accommodations, loans or other business transactions from the depositories (.collateral benefits.). All collateral benefits shall accrue to the sole benefit of Escrow Holder and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of any such collateral benefits. C. MISCELLANEOUS FEES Escrow Holder may incur certain additional costs on behalf of the parties for services performed, or fees charged, by third .parties. The fees charged by Escrow Holder for services including, but not limited to, wire transfers, overnight delivery/courier services, recording fees, notary fees, etc. may include a mark up over the direct cost of such services to reflect the averaging of direct, administrative and overhead charges of Escrow Holder for such services which shall, in no event, exceed $10 for each markup., D. METHOD TO DELIvER PAYOFF TO LENDER/LIENHOLDERS To minimize the amount of Interest due on any existing loan or lien, Escrow Holder will deliver the payoff funds to the lender/Ifenholder in an expeditious manner as demanded by the lender/lienholder using (a) personal delivery, (b) wire transfer, or (c) overnight delivery service, unless otherwise directed in writing by the affected party. 2. PRORATIONS &ADJUSTMENTS The term "close of escrow" means the date on which documents are recorded. All prorations and/or adjustments shall be made to the close of escrow based on the number of actual days, unless otherwise instructed in writing. 3. CONTINGENCY PERIODS Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any such periods. 4. REPORTS As an accommodation, Escrow Holder may agree to transmit orders for inspection, termite, disclosure and other reports if requested, in writing or orally, by the parties or their agents. Escrow Holder shall deliver coples of any such reports as directed. Escrow Holder is not responsible for reviewing such reports or advising the parties of the content of same. S. INFORMATION FROM AFFILIATED COMPANIES Escrow Holder may provide the parties. information to and from its affiliates in connection with the offering of products and services from these affiliates. 6. RECORDING OF DOCUMENTS Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper for the Issuance of the requested title insurance policy(ies). Buyer will provide a completed Preliminary Change of Ownership Report form (.PCOR.). If Buyer fails to provide the PCOR, Escrow Holder shall close escrow and change Buyer any additional fee incurred for recording the documents without the PCOR_ Escrow Holder is released from any liability in connection with same. 7. PERSONAL PROPERTY TAXES No examination, UCC search, insurance as to personal property and/or the payment of personal property taxes is required unless otherwise instructed in writing. S. REALPROPERTYTAXES Real property taxes are prorated based on the most current available tax statement from the tax collectors office. Supplemental taxes may be assessed as a result of a change in ownership or completion of construction. Adjustments due either party based on the actual new tax bill Issued after close of escrow or a supplemental tax bill will be made by the parties outside of escrow and Escrow Holder is released of any liability in connection with such adjustments. The first installment of California real property taxes is due November 1a (delinquent December loth) and the second Installment is due February 1st (delinquent April 10th). If a tax bill is not received from the County at least 30 days prior to the due date, buyer should contact the County Tax Collector's office and request one. Escrow Holder is not responsible for same. 9. CANCELLATION OF ESCROW (a) Any party desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a reasonable time after receipt of such notice, Escrow Holdor shall send by regular mail to the address on the escrow instructions, one copy of said notice to the other party(ies). Unless written objection to cancellation is delivered to Escrow Holder by a party within 10 days after date of mailing, Escrow Holder is authorized, at its option, to comply with the notice and terminate the escrow. If a written objection is received by Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in escrow (subject to the funds held fee) and to take no other action until otherwise directed by either the parties' mutual written Instructions or a final order of a court of competent jurisdiction. If no action is taken on this escrow within 6 months after the closing date specified in the escrow instructions, Escrow Holders obligations shall, at its option, terminate. Upon termination of this escrow, the parties shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and remaining funds held in escrow shall be returned to the parties depositing same. (b) Notwithstanding the foregoing paragraph, Escrow Holder shall have the right to unilaterally terminate any escrow which is subject to the provisions of the Equity Purchaser Law (CA Civil Code Section 1695 et seq.) and may return all documents and funds without any consent by or notice to the buyer. 10. CONFLICTING INSTRUCTIONS & DISPUTES if Escrow Holder becomes aware of any conflicting demands or claims concerning this escrow, Escrow Holder shall have the right to discontinue all further acts on Escrow Holders part until the conflict is resolved to Escrow Holders satisfaction. Escrow Holder has the right at its option to file an action in interpleader requiring the parties to litigate their claims/rights. If such an action is filed, the parties jointly and severally agree (a) to pay Escrow Holders cancellation charges, costs (including the funds held fees) and reasonable attorneys. fees and (b) that Escrow Holder is fully released and discharged from all further obligations under the escrow. If an action is brought involving this escrow and/or Escrow Holder, the party(ies) involved in the action agree to indemnify and hold the Escrow Holder harmless against liabilities; damages and costs incurred by Escrow Holder (including reasonable attorneys. fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence or willful misconduct of Escrow Holder. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. (D2005 First American Title Insurance Company Page 1 of 2 Pages Form 1610 (7/5/2006) Escrow General Provisions 11. USURY Escrow Holder is not to be concerned with usury as to any loans or encumbrances In this escrow and is hereby released of any responsibility and/or liability therefore. 12. AMENDMENTS TO ESCROW INSTRUCTIONS Any amendment to the escrow instructions must be in writing, executed by all parties and accepted by Escrow Holder, Escrow Holder may, at its sole option, elect to accept and act upon oral Instructions from the parties. If requested by Escrow Holder the parties agree to confirm said Instructions In writing as soon as practicable. The escrow instructions as amended shall constitute the entire escrow agreement between the Escrow Holder and the parties hereto with respect to the subject matter of the escrow. 13. INSURANCE POLICIES' In all matters relating to insurance, Escrow Holder may assume that each policy Is in force and that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire, hazard or liability Insurance, unless Escrow Holder has received specific written instructions to obtain such Insurance prior to close of escrow from the parties or their respective lenders. 14. COPIES OF DOCUMENTS, AUTHORIZATION TO RELEASE Escrow Holder Is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. If requested by Escrow Holder, the originals of such documents shall be delivered to Escrow Holder. Escrow Holder may withhold documents and/or funds due to the party until such originals are delivered. Documents to be recorded MUST contain original signatures. Escrow Holder may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) Involved in this transaction upon their request. Delivery of documents by escrow to a real estate broker or agent who is so designated in the purchase agreement shall be deemed delivery to the principal 15. EXECUTION IN COUNTERPART The escrow Instructions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction. 16. TAX REPORTING, WITHHOLDING & DISCLOSURE The parties are advised to seek Independent advice concerning the tax consequences of this transaction, Including but not limited to, their withholding, and reporting and disclosure obligations. Escrow Holder does not provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may Incur as a result of their failure to comply with federal and/or state tax laws. WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES. ESCROW HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS ESCROW HOLDER AGREES IN WRITING. A. TAXPAYER IDENTIFICATION NUMBER REPORTING - Federal law requires Escrow Holder to report seller's social security number or tax Identification number (both numbers are hereafter referred to as the .TIN.), forwarding address, and the gross sales price to the Internal Revenue Service (.IRS.). To comply with the USA PATRIOT Act, certain taxpayer identification information (including, but not limited to, the TIN) may be required by Escrow Holder from certain persons or entities involved (directly or Indirectly) in the transaction prior to closing. Escrow cannot be dosed nor any documents recorded until the information is provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder. B. SiATE WITHHOLDING & REPORTING Under California law (Rev & Tax Code §18662), a buyer may be required to withhold and deliver to the Franchise Tax Board (FTB) an amount equal to 3.33% of the sales price in the case of disposition of California real property Interest (.Real Property.) by either: 1) a seller who is an individual, trust or estate or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of seller; OR 2) a corporate seller that has no permanent place of business in California immediately after the transfer of title to the Real Property. Buyer may be subject to a penalty (equal to the greater of 10% of the amount required to be withheld or $500) for falling to withhold and transmit the funds to FTB In the time required by law. Buyer is not required to withhold any amount and will not be subject to penalty for failure to withhold If: a) the sales price of the Real Property does not exceed $100,000; b) the seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a permanent place of business in California; OR c) the seller, who is an individual, trust, estate or a corporation without a permanent place of business in California, executes a written certificate under penalty of perjury certifying one of the following: (i) the Real Property was the seller's or decedent's principal residence (as defined In IRC §121); (11) Real Property being conveyed was last used by the seller as sellers principal residence within the meaning of IRC §121 (even if the seller 'did not meet the two out of the last five years requirement or one of the special circumstances in IRC §121); (111) the Real Property is or will be exchanged for property of like -kind (as defined in IRC §1031) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California Income tax purposes under IRC §1031; (Iv). the Real Property has been compulsorily or involuntarily converted (as defined In IRC §1033) and the seller Intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California Income tax purposes under IRC §1033; or (v) the Real Property sale will result In a loss (or net gain not required to be recognized) for California income tax purposes. Seller Is subject to penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. Contact FTS: For additional Information regarding California withholding, contact the Franchise Tax Board at (toll free) 888-792- 4900), by e-mail nrws@ftb.ca.gov; or visit their website at www.ftb.ca.gov. C. FEDERAL WITHHOLDING & REPORTING Certain federal reporting and withholding requirements exist for real estate transactions where the seller (transferor) is a non-resident alien, a non -domestic corporation, partnership, or limited liability company; or a domestic corporation, partnership or limited liability company controlled by non-residents; or non-resident corporations, partnerships or limited liability companies. D. TAXPAYER IDENTIFICATION DISCLOSURE Federal and state laws require that certain forms include a party's TIN and that such forms or copies of the forms be provided to the other party and to the applicable governmental authorities. Parties to a real estate transaction Involving seller -provided financing are required to furnish, disclose, and include the other padys TIN in their tax returns. Escrow Holder is authorized to release a party's TINS and copies of statutory forms to the other party and to the applicable governmental authorities In the foregoing circumstances. The parties agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and/or awarded because of the release of their TIN as authorized herein. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. 02005 First American Title Insurance Company Page 2 of 2 Pages Form 1610 (7/5/2006) Exhibit B Schedule of Fees [see attached] Exhibit K to Purchase and Sale Agreement 6 LM2059213.3 FEE SCHEDULE / QUOTE Fee Quote Prepared For: City of Vernon Quote Prepared By: Janette DeLap Date:01/29/2010 Property Address: Tahachapi Wind Resources Area County: Kern County State: California Buyer / Borrower: [ ] Purchase [ X ] Escrow Closing Services $ 6,000.00 split 50/50 $3,000.00 to each side THIS FEE SCHEDULE IS BASED SOLELY ON THE INFORMATION PROVIDED TO FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES AT THE TIME THE QUOTE WAS GIVEN. IF THE SALES PRICE OR LOAN AMOUNT CHANGES, OR ADDITIONAL SERVICES ARE REQUIRED, OR IF A BRANCH OTHER THAN THE ONE QUOTING THE FEE CLOSES THE TRANSACTION THE FEES QUOTED HEREIN ARE SUBJECT TO CHANGE. THIS QUOTE WILL BE VALID THROUGH CLOSE OF ESCROW IF ESCROW IS OPENED FOR THIS TRANSACTION WITHIN 30 DAYS OF THE ISSUANCE OF THIS QUOTE. ops, pes f6r the. escrow account or .counts estibliMied ..~-'-- ..~`'^', ' Signature W26o9211-1 E�IIBIT D CE"PWAUM TO pEPO I T K �IUTH©IZIZM (3� q tWS Ezhibif K fo.Paa"cliase and Sale Agreement. 8 �,A124SQ21.3.3: Exhibit E Payment Instructions If to Vernon: ' ABA Routing #: 021000018 Bank: Bank of New York Mellon Trust Address: 700 S. Flower St., Suite 500, Los Angeles, CA 90017 Phone: (213) 630-6236 Fax: (213) 630-6215 Bank Contact: ` Aurora Quiazon Account #: GLA #111-565 TSA #800452 If to Depositor: ABA Routing #: Bank: Address: Phone: Fax: Bank Contact: Account #: Exhibit K to Purchase and Sale Agreement 9 LA12059213.3 EXHIBIT 22 RECORDING REQUESTED BY AND } WHEN RECORDED MAIL TO, ) AND SEND TAX STATEMENTS TO: ) NORTH SKY RIVER ENERGY, LLC ) MO Universe 151vd. ) Juno Beach, FL 33408 ) Attention: Orin Shakerdge, Esq. ) _Wcs- 42teau& (Space Above This Line For Recorder's Use Only) COPYof Document Recorded on d . as No. al Has not hcan compared with original, jt�-eirn OOUNTYRECORDER The undersigned grantor declares: Documentary Transfer Tax not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended APNs: See Exhibit A GRANT DEED FOR VALUE RECEIVED, the CITY OF VERNON, a California chartered city ("Grantor'), hereby grants to NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company ("Grantee'), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, all of its right, title and interest in and to the following property: (a) that certain real property situated in the County of Kern, State of California, described on Exhibit A attached hereto and by this reference incorporated herein (the "Red Rock Land"), SUBJECT TO all non -delinquent taxes and other assessments, covenants, conditions, restrictions, reservations, rights, rights -of -way, easements, dedications, offers of dedication and other matters of record and matters that would be revealed by an ALTA survey of the Red Rock Land, and all matters which would be revealed or disclosed by a physical inspection of the of the Red Rock Land; (b) the buildings, structures, fixtures and other improvements, if any, affixed to or located on the Red Rock Land; (c) except for the Excluded Mineral Rights (as defined below), all oil, gas and other hydrocarbon substances or other mineral rights on and under the Red Rock Land; (d) except for the Excluded Subsurface Water (as defined below), all water, water stock and water rights, if any, on and under the Red Rock Land; (e) all of Grantor's right to use whatever geological features, if any, in or under the Red Rock Land that are usefulfor the storage of compressed gasses (the "Geological Features Right'); and (f) all rights, easements and rights -of -way appurtenant to, or used in connection with the beneficial use and enjoyment of the Red Rock Land. LAL06436B,2 RESERVING UNTO GRANTOR, its successors and assigns together with the right to transfer and/or assign all or a portion of the same, and subject to the sub -easements and sub- license set forth in Section 2.7.2 of that certain Purchase and Sale Agreement by and between Grantor and BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates") and dated as of February 11, 2010 (the "PSA") (Grantee is the assignee of Associates pursuant to the PSA), the following easements and licenses granted by ReNu Resources, LLC ("ReNu") to Grantor, which are appurtenant to the Red Rock Land: (1) Transmission Easement made as of October 16, 2008 and recorded October 17, 2008, as Document No. 0208165193, in the Kern County_ Recorder's Office (the "Official Records"); and (2) Access Easement and License Agreement, made as of October 16, 2008 and recorded October 17, 2008, as Document No. 0208165195 of the Official Records. "Excluded Mineral Rights" means all rights to minerals located 500 feet or more below the surface of the Red Rock Land; provided, however, that the Excluded Mineral Rights shall not include any right granted under the Geological Features Right. "Excluded Subsurface Water" means all rights to any subsurface water located 500 feet or more below the surface of the Red Rock Land to the extent such water is in excess of any subsurface water to be used by Grantee (or its successors and assigns) on or adjacent to the Red Rock Land; provided, however, the Excluded Subsurface Water shall not include any right granted under the Geological Features Right. [signature page follows] Grant Deed 2 LAU2W36&2 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of February If-, 2010. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city Title: State of Cali ornia County of S e t'��i By: Name: Title: APPROVED AS TO FORM: By: Name: ,[ R �, rtq c V; t r Title: C".r '*'Prorysy ACKNOWLEDGMENT On Jf & , ?-Oib before me, Al iW, 2 (4 6 /2011 , a Notary Public, pirsonally appeared (2,00W (� 'Ca.�2o��ti1�P-, , who proved tome on the basis of satisfactory evidence to be the perso (sr�) whose name(s) is/am subscribed to the within instrument and acknowledged to me that he/she/kh y executed the same in his/he;.4heir authorized capacity(, and that by his/henkheir signature(a) on the instrument the person(&), or the entity upon behalf of which the person(e) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (A� A(Seal) MAi LA GIRON Commission # 1867448 Notary Public - CoNfornia Loa Angeles County em; Comm. Expires Now 4, 2018 Grant Deed S-1 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION Parcel 1: APN 444-100-11-00-7 and 444-100.10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00.6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. .Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-0540-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-004 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA1?0643681 EXHIBIT A (CONTINUED) Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section I4, Township 30 South, Range 35 East, Mount Diablo. Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern,.State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-0&00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kem, State of California, according to the Official Plat thereof. 2 LAL064368.2 EXHIBIT A (CONTINUED) Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in. the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00=9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 3l, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. 3 lk3064368 NOT FOR PUBLIC RECORD Document No. Date Recorded STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Pursuant to Section 11932 R & T Code) To: Registrar -Recorder / County Clerk County of Kern: Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of tax due not be shown on the original document which names: CITY OF VERNON a California chartered city (Grantor) and NORTH SKY RIVER ENERGY, LLC a Delaware limited liability company (Grantee) Property described.in the accompanying document is located in an unincorporated area of Kern County. The amount of tax due on the accompanying document is $ X Computed on full value of property conveyed $44,000.00 Or Computed on full value less liens and encumbrances remaining at time of. sale. CITY OF VERNON, ATTEST: a California chartered city -� By. (ame:Name:C'��.n � ��a Ttle: Title:��c4 APPROV D TO FOR B •,. . Name:,aner Title: L, fr J ttwrrje7 NOTE: After the permanent record is made, this form will be affixed to the Conveying document and returned with it. EXHIBIT 23 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: COPY of Document Recorded on a' 4-All) as No.9�91kAXa Richards, Watson &Gershon Has not been compared with original. COUNTY RECORDER 55 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Attention: Laurence S. Weiner, Esq. _NGa - 4Zlo Zf3 (0 Recording Fee: Exempt pursuant to California Government Code § 27383 SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT THIS SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT (this "Seller Retained Transmission Easement Agreement") is made as of February [&, 2010, by NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company,.with an address of 700 Universe Blvd., Juno. Beach, FL 33408 ("Grantor"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, with an address. of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates') and Grantee and dated as of February 11, 2010 (the "PSA"). Grantor is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land Iocated in, over, across and through the Red Rock .Land (i) to permit Grantee to access and use electric power transmission lines of the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner (collectively, the "Transmission Owners"), and (ii) to permit any other Permissible Uses (as defined in the PSA), LA\2064321.1 in each case in a manner that is consistent with the Access Requirements (as defined below) (the "Seller Retained Transmission, Easement"). For the purposes of this Seller Retained Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. Effectiveness. Grantee shall have no right to use the Seller Retained Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Seller Retained Transmission Easement within the Red Rock Land (the "Seller Retained Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Seller Retained Transmission Easement Agreement, which shall amend and restate this Seller Retained Transmission Easement Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Transmission Easement Route (the "Amended and Restated Seller Retained Transmission Easement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Seller Retained Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Seller Retained Transmission Easement Agreement, which shall contain those provisions required pursuant to Section 3.1 of the PSA with respect to the "Seller Retained Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (E) of Section 3.1.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for three separate one-time rights in favor of Grantee to designate, until the fifth anniversary of the Closing Date (as defined in the PSA), alternate routes for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP, SCE and one other Transmission Owner, if any, respectively, as provided in Section 3.1.3 of the PSA, subject to Section 3.1.5(c) of the PSA, C. provisions providing for Grantee's right to request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 3.1.3 of the PSA, Seller Retained Transmission Easement Agreement LA`-2064321.1 d. a provision that, except as specifically provided in Section 3.1 of the PSA, the use of the Seller Retained Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.1.6 of the PSA, and e. provisions providing for Grantor's right, at any time following the Closing Date, to request that the Amended and Restated Seller Retained Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Land on. which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Seller Retained Transmission Easement could not he upon such areas subject to such amendment request, as provided in Section 3.1.4 of the PSA. 3. Term. If the Amended and Restated Seller Retained Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Seller Retained Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Seller Retained Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Seller Retained Transmission Easement Agreement, no additional payment shall be required of Grantee for the Seller Retained Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Seller Retained Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that thei Seller Retained Transmission Easement and rights granted in this Seller Retained Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Morteaeee Protection. No breach or violation of this Seller Retained Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Land or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governine Law. This Seller Retained Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. Seller Retained Transmission Easement Aereement LA12064321.1 8. Successors and Assigns; Covenants Running with the Land. This Seller Retained Transmission Easement Agreement is binding.upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seller Retained Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severabillty.. If any provision of this Seller Retained Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Com fete Understanding. This Seller Retained Transmission Easement Agreement, together with the referenced provisions of the . PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions,and preliminary agreements or understandings, written or oral. This Seller Retained Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Readings. Article headings in this Seller Retained Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller Retained Transmission Easement Agreement, 12. Recordation of the Easement. Grantee shall accept this Seller Retained Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Seller Retained Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. Seller Retained Transmission Easement Agreement 4 LAN-1064321.1 14. .Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or .an officer or representative, or to a different address, or both. 16. Counterparts. This Seller Retained Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be -deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Seller Retained Transmission Easement Agreement LA12064321.1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Transmission Easement Agreement as of the date first set forth above. GRANTOR: NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company By: W(�4*e Michael 0' Sullivan Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA ) ss. COUNTY OF PALM BEACH ) On February -, 2010, before me, the undersigned, a notary public in and for said State, personally appeared Michael 0' Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. N Public in and for said State NOTARY PUBUMATE OF FW10A Nancy E. Llama �j- Commission # DD708596 Expires: NOV 14, 2011 SONDED i�lt(JdT1 AetiTIC SWD1 iGa3' (: Seller Retained Transmission Easement Agreement S-I LA12064321.1 GRANTEE: CITY OF VERNON, a California chartered city State of California ATTEST: By: Name: RA-ole '4 Af-ro Title: APPROVED AS FORM: By. •�..,._� Name: X&c,%,.rk1rL L✓; t.�r✓ Title: C, vLy �¢irvr�•,c y GRANTEE'S ACKNOWLEDGMENT County of Los Angeles ) On {�i'�tay/9 16 r ��0 before �aGLGt�[Gl � ;!�-Qi/i , a Notary.Public, personally appeared I A , who proved to me on the basis of satisfactory evidence to be the erson(a) whose name(s) is/att subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/lwMheir authorized capacity(*, and that by his/#enf heir signature(4) on the instrument the person(a), or the entity upon behalf of which the person(S) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) MANUELA GIAON Commission # 1867448 Notary Public - Camornle Z Los Angeles County M Comm. Ex ires No 4.2013 Seller Retained Transmission Easement Aereement S-2 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the CITY OF VERNON, a California chartered city "Vernon"), by that certain Seller Retained. Transmission Easement Agreement dated February, 2010 executed by Vernon and NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, a subsidiary of NextEra Energy Resources,. LLC, a Delaware limited liability company, are hereby accepted by the undersigned officer on. behalf of the City pursuant to the authority conferred by Resolution No. . 201a - a 1 of the City Council of the City adopted on February $, 2010, and the grantee consents to recordation thereof by its duly authorized officer. Dated: February �, 2010 [Authorized Officer] ACKNOWLEDGMENT State of California County of, Zp 5 d �q, qe --c On �i='7YG�Al�! l / 201 D �-1 �P , before me, a�LLC� e( r Y" `� / • . (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(e) whose name(e) is/are subscribed to the within instrument and acknowledged to me that he/s4s&ey executed the same in his/hefkkeir authorized capacity(+es), and that by hisffreMhalr signature(&) on the instrument the person(s), or the entity upon behalf of which the persona) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seat) Signature of a ry Public Eft Ad GIRONo Comrrdssion 0 1867448 Notary PuEBc . Cellfornle Los Angeles County �� QM;C0 mm. Ex Tres Nov 4, 2013 r EXHIBIT A TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional 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. 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 Book.3170, Page(s) 179 of Official Records. Parcel 5: (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 % 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 731, Page(s) 490 of Official Records. LA12064321.1 Parcel 6: (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 7: (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''/1 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 731, Page(s) 490 of Official Records. Parcels: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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. Exhibit A to Seller Retained Transmission Easement Agreement LAU2064321.1 Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 1S: (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 19: (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. Exhibit A to Seller Retained Transmission Easement Agreement 3 LA12064321.1 Parcel 20: (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 21: (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 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (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. Exhibit A to Seller Retained Transmission Easement Aereement 4 LA1206432 ),I Parcel 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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 30: (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 31: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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 33: (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 Kem, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444.120-02) Section 29, 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. Exhibit A to Seller Retained Transmission Easement Agreement 5 L412064321.1 EXHIBIT B TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-004 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 4: APN 444-060-08.00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. LA�2064321,1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030406.00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Transmission Easement Agreement 2 LA\2064321.1 Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-I10-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Transmission Easement Aereement LA13064321.1 EXHIBIT 24 RECORDING REQUESTED BY [copy AND WHEN RECORDED MAIL TO: of Document Recorded Richards, Watson & Gershon on1 LLgjz1Pas No, a1�0DI T-10 55 South Grand Avenue, 40th Floor Has not been compared with original. Los Angeles, CA 90071-3101 SAN BERNARDINO COUNTY RECORDER Attention: Laurence S. Weiner, Esq. WC.S. Z Recording Fee: Exempt pursuant to California Government Code 9 27383 SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT THIS SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT (this "Seller Retained Access Easement and License reement") is made as of February L, 2010, by NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantor'), a subsidiary of NextEra Energy Resources, LLC, to the CITY OF VERNON, a California chartered city, with an address of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantee'), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto.(the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates') and Grantee and dated as of February 11, 2010 (the 'US -NI. Grantor is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein and (ii) an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land located in, over, across and through the Red Rock Land to permit Grantee (i) to access utilities, and (ii) to access LAL064376.1 and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the construction of roads on the Vernon Retained Land and on other adjacent land over the costs that would be incurred from using the Red Rock Land) on the Vernon Retained Land or within or adjacent to the Seller Retained Specific Transmission Easement Route (as defined in the PSA) (the "Seller Retained Miscellaneous Easement'). For the purposes of this Seller Retained Access Easement_ and License Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Miscellaneous Easement or the Seller Retained License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Miscellaneous Easement or the Seller Retained License shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Grantee's development of energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Grantee shall provide Grantor a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3. Effectiveness. Grantee shall have no right to use the Seller Retained Miscellaneous Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Seller Retained Miscellaneous Easement within the Red Rock Land (the "Seller Retained Specific Miscellaneous Easement Locations"), and (ii) entered into an Amended and Restated Seller Retained Access Easement and License Agreement, which shall amend and restate this Seller Retained Access Easement and License Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Miscellaneous Easement Locations and delete and release any extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Miscellaneous Easement Locations (the "Amended and Restated Seller Retained Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to determining the Seller Retained Specific Miscellaneous Easement Locations, Grantor shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with its rights to exploit the Geological Features Right (as defined in the PSA) with respect to the Red Rock Land. If and to the extent that Grantor reasonably determines that such proposed action would. materially interfere with its rights to exploit the GeologicalFeatures Right with respect to the Red Rock Land, Grantor and Grantee. shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Once Grantee and Grantor have agreed to the Seller Retained Specific Miscellaneous Easement Locations, Grantor and Grantee .shall negotiate, execute and record the Amended and Restated Seller Retained Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 3.2 of Seller Retained Access Easement and License Agreement LAV064376. i the PSA with respect to the "Seller Retained Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation:. a. the conditions and restrictions set forth in clauses (A) through (E) of Section 3.2.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Access Easement and License Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Miscellaneous Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Miscellaneous Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Miscellaneous Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA), to request that the Amended and Restated Seller Retained Access Easement and License Agreement, as the same maybe amended or restated, be amended to exclude portions of the Red Rock Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Seller Retained Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land, as provided in Section 3.2.3 of the PSA, and c. a provision that the use of the Seller Retained Miscellaneous Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.2.4 of the PSA. 4. Term. If the Amended and Restated Seller Retained Access Easement and License Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained Miscellaneous Easement. The Seller Retained License shall expire on the fifth anniversary of the Closing Date, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Seller Retained Access Easement and License Agreement, no additional payment shall be required of Grantee for the Seller Retained Miscellaneous Easement or the Seller Retained License. 6. No Gift or Dedication. Nothing contained in this Seller Retained Access Easement and License Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Seller Retained Miscellaneous Easement, the Seller Retained License and rights granted in this Seller Retained Access Easement and License Agreement, as it Seller Retained Access Easement and License Agreement LAU064376.1 may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortgagee Protection. No breach or violation of this Seller Retained Access Easement and License Agreement or of the restrictions provided herein shall render invalid the Iien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Access Easement and License Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Land, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governing Law. This Seller Retained Access Easement and License Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns; Covenants Running with the Land. This Seller Retained Access Easement and License Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seiler Retained Access Easement and License Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et, seq. of the California Civil Code. 10. Severabilitv. If any provision of this Seller Retained Access Easement and License Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 11. Complete Understanding. This Seller Retained Access Easement and License Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This. Seller Retained Access Easement and License Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Seller Retained Access Easement and License Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller. Retained Access Easement and License Agreement. 13. Recordation of the Easement. Grantee shall accept this Seller Retained Access Easement and License Agreement and cause the same to be recorded in the office of the Kem County Recorder, Seller Retained Access Easement and License Agreement 4 W2064376.1 14. Remedies: In the event of any breach or threatened breach of any provision of this Seller Retained Access Easement and License Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Access Easement and License Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity, 15. Indemnification.. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified _d Party') harmless from and against any and all losses, claims, demands, costs,. expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Access Easement and License Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 16. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 17. Counterparts. This Seller Retained Access Easement and License Agreement may be. executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Seller Retained Access Easement and License Agreement M2064376. ! IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Access Easement and License Agreement as of the date first set forth above. GRANTOR: NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company B. Y' A" (& Michael O'Sullivan Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF PALM BEACH ) ss. On February, 2010, before me, the undersigned, a notary public in and for said State, personally appeared Michael O' Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NO* Public in and for said State NOTARY PUBLIC -STATE OFFIARMA Nancy E. Llama 1,UA = Commission # DD708596 s Expires: NOV 14, 2011 �.,,.., ;;.n;;ccaoxnn�aco.,nm. IIDNLk:�Tail , Seller Retained Access Easement and License A reement S-1 GRANTEE: CITY OF VERNON, a California chartered city Y. Name.'��\ v� Title: ATTEST: By: y✓ ame: /C. ,fAu ee 4 • leo Title: /7 4; APPROVED AS TO FORM: Na e: L u fleet cG ie,9 e r Title: t✓i '� d f-fd/.sr y GRANTEE'S ACKNOWLEDGMENT State of California ) County of Los Angeles ) On 1 20119 _ before me, 4xRwe ie4 ill ,a Notary Public, pe onally appeared who proved to me on the basis of satisfactory evidence to be tNe persons) whose name(+.t) is/ar-p— subscribed to the within instrument and acknowledged to me that he/shwthay executed the same in his/her#heir authorized capacity(ies), and that by his/her4eir signature() on the instrument the person(4), or the entity upon behalf of which the person(@) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SignatureAA�n1� (Seal) MANUELA GIRON CoMOSion #► 1867448 Notary Public - California Los Angates County M Comm. E Uss Nov 4, 2013 Seller Retained Access Easement and License Aereement S-2 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the CITY OF VERNON, a California chartered city ("Vernon"), by that certain Seller Retained Access Easement and License Agreement dated February (.(., 2010 executed by Vernon and NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, are hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. cL [ of the City Council of the City adopted on February, 2010, and the grantee consents to recordation thereof by its duly authorized officer. Dated: February l!� , 2010 [Authorized Officer] ACKNOWLEDGMENT State of California / ) County of /� S A t C 5 ) On �� J� 1 �1 D before me �{°u[f4^414ey '.u'Oi°iyy,�c�b/ z /—A. M (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the. person(a) whose name(s&) is/are subscribed to the within instrument and acknowledged to me that he/she" executed the same in his/herkhe9r authorized capacity(aee), and that by his/herAheir signature(e) on the instrument the person(a), or the entity upon behalf of which the person(e) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public (Seal) MANUELA GIRON Commission # 1867448 Notary Public - California Los Angeles County M Comm. Ex ires Nov 4, 2013 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots I and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190.16) Fractional Section 36, Township 30 South, Range 36'/2 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 %s 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 731, Page(s) 490 of Official Records. LA\2064376.1 Parcel 6: (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 7: (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 % 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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. Exhibit A to Seller Retained Access Easement and License Agreement 2 t.AL064376.1 Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium 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 13: (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. Parcel14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Exhibit A to Seller Retained Access Easement and License Agreement LA12064376.1 Parcel 20: (APN: 444-090-11) 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 21: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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. Exhibit A to Seller Retained Access Easement and License Agreement 4 LA12064376.1 Parcel 28: (AM: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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 30: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof.. Parcel 31: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel32: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 33: (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 34: (APN: 444-120-02) Section 29, 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. Exhibit A to Seller Retained Access Easement and License A eement 5 LAW64376.1 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof Parcel 2: APN 444-080-15-004 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LAL064376.1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern; State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots I and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Access Eastmerll and License Agreement LM2064376.1 Parcel IS: APN 444-010-01-00 2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page($) 503 of Official Records. Parcel 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount -Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Se)ler Retained Access Easement and License Agreement 3 LA12064376. I EXHIBIT 25 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NORTH SKY RIVER ENERGY, LLC 700 Universe Blvd. Juno Beach FL 33408 Attention: Orin Shakerdge, Esq. COPY of Document Recorded on 911901 No a100a j owl Hac not roan—mpared with original. K-f_rVl i COUNTY RECORDER RED ROCK TRANSMISSION EASEMENT AGREEMENT THIS RED ROCK TRANSMISSION EASEMENT AGREEMENT (this "Red Rock Transmission Easement Agreement') is made as of February (S , 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantor'), to NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantee'), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company ("Associates") and dated as of February 11, 2010 (the "PSA"). Grantee is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements located in,. over, across and through the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land (i) to permit Grantee to access and use electric power transmission lines to one of (a) the Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner (collectively, the "Transmission Owners") and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below) (collectively, the "Red Rock Transmission Easement"). For the purposes of this LAL064276.1 Red Rock Transmission Easement Agreement, "Access Re uirements" shall consist of the following: (x) any use of the Red Rock Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. Effectiveness. Grantee shall have no right to use the Red Rock Transmission Easement .until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Red Rock Transmission Easement within the Red Rock Easement Land (the "Red Rock S ecific Transmission Easement Route"), and (ii) entered into an Amended and Restated Red Rock Transmission Easement Agreement, which shall amend and restate this Red Rock Transmission Easement Agreement to, among other things, amend Exhibit A hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Transmission Easement Route (the "Amended and Restated Red Rock Transmission Easement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Red Rock Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Transmission Easement. Agreement, which shall contain those provisions required pursuant to Section 2A of the PSA with respect to the "Red Rock Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (F) of Section 2.4.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Red Rock Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Red Rock Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing ' for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 2.4.3 of the PSA, C. a provision that, except as specifically provided for in Section 2.4 of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation_ as part of the Access Requirements, all as provided in Section 2.4.6 of the PSA, and d. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA), to request that the Amended and Restated Red Rock Transmission Easement Agreement, as the same may be amended. or restated, be amended to Red Rock Transmission Easement Aereement LA12064276.1 exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.4.4 of the PSA. 3. Term. If the Amended and Restated Red Rock Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Red Rock Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Red Rock Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Transmission Easement Agreement, no additional payment shall be required of Grantee for the Red Rock Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Red Rock Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Red Rock Transmission Easement and rights granted in this Red Rock Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. . 6. Mortaaeee Protection. No breach or violation of this Red Rock Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of this Red Rock Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governin¢ Law. This Red Rock Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assiens; Covenants Running with the Land. This Red Rock Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the - ` provisions of this Red Rock Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Red Rock Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties l Red Rock Transmission Easement Agreement LAW64276.1 hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Red Rock Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Red Rock Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Red Rock Transmission Easement Agreement and cause the same to be recorded in the office of the Kem County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Red Rock Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims; demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party, Red Rock Transmission Easement Aereement 4 LAU) 64276.1 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. I6. Counterparts. This Red Rock Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument [Remainder of Page Intentionally Left Blank] Red Rock Transmission Easement Agreement 5 LA4064276.1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Red Rock Transmission Easement Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, a California chartered city Nammo' Title: �•z��.:..�c.-t�� ATTEST: C By. Name:JJ� �N Title: APPROVED AS TO FORM: 4 By: Mime: ,LaRrepjec- G/renee Title: G;ly 4t-evefe7 GRANTOR'S ACKNOWLEDGMENT State of California ) County of+'$ ) �L [ C�lr'�VI On T Gt 1 Zd/0 _ befo me, �ejAV,,2 , a Notary Public, pe lsonally appeared who proved to me on the basis of satisfactory evidence to be t e person(*) whose name(&) is/am subscribed to the within instrument and acknowledged to me that he/aheAhey executed the same in his/lwf� it authorized capacity(ios), and that by his/herLtlicir signature(q) on the instrument the person(&), or the entity upon behalf of which the person(4) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature (Seal) MANUELA GIRCN Commission # 1867448 Notary Public - California Los Angeles County Nwv— Comm. Expires Nov 4, 2013 Red Rock Transmission Easement Aereement S-1 GRANTEE: NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company By: ft�-M& Michael O'Sullivan Vice President GRANTEE'S ACKNOWLEDGMENT STATE OF FLORIDA ) ss. COUNTY OF PALM BEACH ) On February 17 , 2010, before me, the undersigned, a notary public in and for said State, personally appeared Michael O'Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official sea. Notary Public in an or said State -NOTARY PODUTATE OF FWRMA ....•. Nancy E. Llama . Comn iss►on #DD70a596 '•• Expires: NOV 14, 2011 sot DrWAnXMCsoNDWcgDra. Red Rock Transmission Easement Agreement S-2 EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 do 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional 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. 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 A2 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 731, Page(s) 490 of Official Records. LA12064276.1 Parcel 6: (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 7: (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'/s 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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, 1946 (60 Stat. 755), all uranium, thorium 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 Exhibit A to Red Rock Transmission Easement Agreement 2 LA\2064276.1 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 13: (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 14: (APN: 444-020-09) 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 PIat thereof. . Parcel 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Parcel20: (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 Kem, State of California, according to the Official Plat thereof. Exbibit A to Red Rock Transmission Easement Agreement LA%2064276A Parcel 21: (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 22: (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 23: (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. Parcel24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (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 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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. Exhibit A to Red Rock Transmission Easement Agreement 4 LA\2064276.1 Parcel 30: (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 31: (APN: 444-040-18 & 19) 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. Parcel32: (APN: 444-060-03) 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 33: (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. Parcel34: (APN: 444-120-02) Section 29, 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. Exbibit A to Red Rock Transmission Easement Aereement 5 LA12064276..l EXHIBIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-004 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05=00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-004 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA12064276.1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according" to the Official Plat thereof. Parcel 10: APN 444-030-I1-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, :in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00.9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the.unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-06-1 Lots I and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Red Rock Transmission Easement Aereement 2 LA'3D64276.1 Parcel IS: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-014 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Red Rock Transmission Easement Agreement 3 LA\2064276.1 EXHIB IT 26 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NORTH SKY RIVER ENERGY, LLC 700 Universe Blvd. Juno Beach, FL 33408 Attention: Orin Shakerdge, Esq. COPY of Document Recorded on 114.2.0 as No(910 Has not been compared with original. v--ern ) COUNTY RECORQER RED ROCK ACCESS EASEMENT AND LICENSE AGREEMENT THIS RED ROCK ACCESS EASEMENT AND LICENSE AGREEMENT (this "Red Rock Access Easement and Licensg A reement') is made as of February i P, 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantor"), to NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantee"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern. County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto ("Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and BOULEVARD ASSOCIATES, LLC, a Delaware limited liability company ("Associates') and dated as of February 11, 2010 (the "PSA"). Grantee is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein, and (ii) an irrevocable, non-exclusive license to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, 'in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land to permit Grantee (i) to access utilities, and (ii) to access (or, with the consent of Grantor not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), in each case only for the benefit of the Red Rock Project (as defined in the LVMM358.1 PSA) and only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Red Rock Land to access the relevant utilities or constructing roads on the Red Rock Land over the costs that would be incurred from using the Red Rock Easement Land) on the Red Rock Land or within or adjacent to the Red Rock Specific Transmission Easement Route (as defined in the PSA) (the "Red Rock Miscellaneous Easement"). For the purposes of this Red Rock Access Easement and License Agreement, "Access Requirements" shall consist of the following: (x) any use of the Red Rock Miscellaneous Easement or the Red Rock License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Miscellaneous Easement or the Red Rock License shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Grantee's development of renewable energy resources, in each case in a manner that is consistent with the Access Requirements (collectively, the "Red Rock License"). 3. Effectiveness. Grantee shall have no right to use the Red Rock Miscellaneous Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Red Rock Miscellaneous Easement within the Red Rock Easement Land (the "Red Rock Specific Miscellaneous Easement Locations,"), and (ii) entered into an Amended and Restated Red Rock Access Easement and License Agreement, which shall amend and restate this Red Rock Access Easement and License Agreement to, among other things, amend Exhibit A hereto to include only the Red Rock Specific Miscellaneous Easement Locations and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Miscellaneous Easement Locations (the "Amended and Restated Red Rock Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to designating the Red Rock Specific Miscellaneous Easement Locations, Grantor shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Red Rock Specific Miscellaneous Easement Locations would materially. interfere with Grantor's right to exploit the Geological Features Right (as defined in the PSA) with respect to the Red Rock Easement Land. If and to the extent that Grantor reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Easement Land, Grantee and Grantor shall cooperate to designate an alternate preferred route for the Red Rock Specific Miscellaneous Easement Locations. Once Grantee and Grantor have agreed to the Red Rock Specific Miscellaneous Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 2.5 of the PSA with respect to the "Red Rock Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation: a. the conditions and restrictions set forth in clauses (A) through (E) of Section 2.5.2 of the PSA, including, without limitation, the provisions that (i) the Amended Red Rock Access Easement and License Agreement W2064358J and Restated Red Rock Access Easement and License Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Miscellaneous Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Miscellaneous Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Red Rock Miscellaneous Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantor's right, at any time following the date hereof, to request that the Amended and Restated Red Rock Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Miscellaneous Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.5.3 of the PSA, and C. a provision that the use of the Red Rock Miscellaneous Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2.5.4 of the PSA. 4. Term. If the Amended and Restated Red Rock Access Easement and License Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date (as defined in the PSA) for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Red Rock Miscellaneous Easement. The Red Rock License shall expire on the fifth anniversary of the Closing Date, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Red Rock License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Access Easement and License Agreement, no additional payment shall be required of Grantee for the Red Rock Miscellaneous Easement or the Red Rock License. 6. . No Gift or Dedication. Nothing contained in this Red Rock Access Easement and License Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Red Rock Miscellaneous Easement, the Red Rock License and rights granted in this Red Rock Access Easement and License Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortsagee Protection. No breach or violation of this Red Rock Access Easement and License Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of Red Rock Access Easement and License Agreement 3 LA12064358.1 this Red Rock Access Easement and License Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governin 'Law. This Red Rock Access Easement and License Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns, Covenants Running, with the Land. This Red Rock Access Easement and License Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Red Rock Access Easement and License Agreement shall be enforceable as equitable servitudes and constitute covenants ruining with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 10. Severability. If any provision of this I Red Rock Access Easement and License Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 11. Complete Understanding . This Red Rock Access Easement and License Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Access Easement and License Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Red Rock Access Easement and License Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Access Easement and License Agreement. 13. Recordation of the Easement. Grantee shall accept this Red Rock Access Easement and License Agreement and cause the same to be redorded in the office of the Kern County Recorder. . 14. Remedies. In the event of any breach or threatened breach of any provision of this Red Rock Access Easement and License Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Access Easement and License Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. Red Rock Access Easement and License Aereement LA12064358.1 15. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified parties" and each of .them, individually, an "Indemnified Partv") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Access Easement and License Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any indemnified Party. 16. Notlee. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified .mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person., whether a party or an officer or representative, or to a different address, or both. 17. Counterparts. This Red Rock Access Easement and License Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Red Rock Access Easement and License Atyreement LA1?064358,1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Access Easement and License Red Rock Access Easement and License Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, . a California chartered city B- Title: ATTEST: By: Title: APPROVED AS TO FORM: By: Name. Zakejoee, 7t'�rsr Title: C,'t7 11t tar..t y GRANTOR'S ACKNOWLEDGMENT / State of California ) County of (=�k t tee, ) Onml�� D bfme,qrua_Auv; Notary Public, personally appeared on who proved to me on the basis of satisfactory evidence to be a person() whose name($) is/ subscribed to the within instrument and acknowledged to me that he/she4hey executed the same in hisfi er/their authorized capacity(ies), and that by his/hentheir signature) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature (Seal) MAI'll UELA GIRON -r Commission N t86I448 Not Putkic . Cstrtornta Las Angeles County M Comm. Ex Ires Nov 4. 2013 r Red Rock Access Easement and License A2reement S-1 GRANTEE: NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company By: Michael O'Sullivan Vice President GRANTEE'S ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF PALM BEACH On February / , 2010, before me, undersigned, a no a ��••^� the underi � � notary public in and for said State, personally. appeared Michael O'Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. 0 N ary Public in and for said State NOTARY P' BUC-STATE OP FWRMA Nancy E. Llama d' a Comnaissio4. #DD70S596 ••.'` .= Expires: NOV 146 2011 HoxDEu, naxrnr-ncsoxoINGcgmc. Red Rock Access Easement and License Agreement S-2 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 3I, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36 Y: 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Except an undivided''/: 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 731, Page(s) 490 of Official Records. LAL064358.1 Parcel 6: (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 7: (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 '/z 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, 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 10: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 11: (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 12: (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, 1946 (60 Stat. 755), all uranium, thorium 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 Exhibit A to Red Rock Access Easement and License Avreement 2 LAU064358.1 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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 20: (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. Exhibit A to Red Rock Access Easement and License Aereement LAL064358.1 Parcel 21: (APN: 444-080-09) Section 9, Township 30 South; Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 2], 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 26: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, 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 28: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 29: (APN: 444-11") . The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Exhibit A to Red Rock Access Easement and License Agreement LA12064358.1 4 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 30: (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. Parce131: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 33: (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 34: (APN: 444-120-02) Section 29, 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. Exhibit A to Red Rock Access Easement and License Agreement 5 LA12064358.1 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-004 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-004 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. W2064358.1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: AF'N 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Exhibit Rio Red Rock Access Easement and License Agreement 2 LM-1064358. ! Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-014 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base.and Meridian, in the unincorporated area, County of kern, State of Califomia, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Red Rock Access Easement and License Apreement t.AV064359.1 EXHIBIT 27 ASSIGNMENT This instrument is executed and delivered to be effective as of February 18, 2010, by and between the CITY OF VERNON, a California chartered city ("Seller"), and NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company ("Buyer"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, covering the real property described in Exhibit A attached hereto ("Real Property"). Capitalized terms used herein and not otherwise defined herein have the meanings provided them in that certain Purchase and Sale Agreement dated as of February 11, 2010, by and between BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates") and Seller and dated as of February 11, 2010 (the "Purchase Agreement'). Grantor is the assignee of Associates pursuant to the Purchase Agreement. 1. Assignment. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to. Buyer, and Buyer hereby assumes, the following property: (a) all of Seller's rights, remedies, privileges, claims, duties, liabilities and obligations ("Rights and Obligations") to and under the contracts described in Exhibit B attached hereto (the "Project Agreements") to the extent the Rights and Obligations relate to any real or personal property acquired by Buyer pursuant to the Purchase Agreement, including, without limitation: (i) any right Seller may have to indemnification under the Project Agreements; and (ii) Seller's Rights and Remedies with respect to any breach by any other party to the Project Agreements of its representations, warranties or covenants thereunder; and (c) to the extent assignable, all of Seller's right, title and interest in and to (i) all certificates of occupancy and governmental licenses and permits relating to the Red Rock Property, including, without limitation, those included on Exhibit C. and (ii) construction and equipment warranties and guarantees, if any. Buyer hereby accepts such assignment. Buyer hereby assumes and agrees to be bound by and to perform, as of the date hereof, Seller's obligations, covenants and agreements under the Project Agreements accruing on or after the date hereof (but specifically excluding any assumption of any pre-existing defaults that continue to remain uncured). 2. Further Assurances. The parties will, from time to time and at all times hereafter, upon every reasonable request to do so by the other party hereto, promptly make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be legally required or reasonably necessary in order to further implement and carryout the intent and purposes of this instrument. 3. Incorporation by Reference. The following provisions of the Purchase Agreement are incorporated by reference as if they were fully set forth herein: 15 (Entire Agreement; Modifications; Advice of Counsel); 16 (Pronouns; Joint and Several Liability); 17 (Invalidity); 18 (Applicable Law); 22 (Waivers; Extensions); and 24 (Counterparts; Captions). LA12064417.1 4. Successors and Assigns. This instrument is binding upon, and shall inure to the benefit of Seller and Buyer and their respective heirs, legal representatives, successors and assigns. 5. Power and Authority. Each of Buyer and Seller represents and warrants to the other that it is fully empowered and authorized to execute and deliver this instrument, and that the individual signing this instrument on its behalf is fully empowered and authorized to do so. [signature page follows] 2 LAV064417.1 §_......? - ::��.�. &4 k 90M -S ƒO{ EXHIBIT A TO ASSIGNMENT DESCRIPTION OF REAL PROPERTY Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian,. in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA12064417.1 EXHIBIT A (CONTINUED) Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-I1-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. 2 LA\2064417.1 EXHIBIT A (CONTINUED) Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2064417.1 EXHIBIT B TO ASSIGNMENT PROJECT AGREEMENTS 1. To the extent partially assignable under the terms of the CAISO tariff, and subject to CAISO consent (if required), up to 297 MW of incremental capacity for the Red Rock Project of Seller's pending interconnection request with the CAISO as reflected in that certain Large Generator Interconnection Study Agreement between Vernon and the CAISO executed by the CAISO on October 30, 2009. For purposes of clarity, the 297 MW does not include any generation facilities existing and in service as of the date hereof. 2. To the extent assignable, Indemnity Agreement between the City of Vernon and County of Kern dated as of December 14, 2009. LA\2064417.1 EXHIBIT C TO ASSIGNMENT ENVIRONMENTAL ENTITLEMENTS 1. The zone change/rezone application Vernon filed with Kern County on August 11, 2009 to amend Kern County Zone Maps 110 (T29 R35), 111 (T29 R36), 131 (T30 R35), 132 (T30 R36) to establish the Wind Energy (WE) Combining District to allow the installation of wind turbine generators within the Red Rock Wind Project site. 2. The Conditional Use Permit application Vernon fled with Kern County on August 11, 2009 to allow installation of ancillary facilities and infrastructure, including roads, drainage facilities, water storage areas, staging areas, temporary concrete batch plants, and operations and maintenance facilities to support wind turbine generators at the Red Rock Wind Project site. 3. The application for environmental review under the California Environmental Quality Act that Vernon filed with Kern County on August 11, 2009 for the Red Rock Wind Project and for Vernon's other holdings in Kern County. 4. Kern County Building Permit Application No. K200903844, for a met tower on APN 444-060-05. 5. Kern County Building Permit_ Application No. K200903843, for a met tower on APN 444-080-15. 6. Kern County Building Permit Application No. K200903854, for a met tower on APN 444-040-15. 7. Kern County Building Permit Application No. K200903847, for a met tower on APN 444-010-04. LA\2064417.1 EXHIBI February 15, 2010 Confidential Closing Statement Sale of Red Rock Land To: Boulevard Associates, LLC ("NextEra") From: City of Vernon ("Vernon") Re.: Purchase and Sale Agreement (the "Purchase Agreement") dated February 11, 2010 by and between the Vernon and NextEra This Closing Statement is delivered pursuant to Section 4.4 of the Purchase Agreement and sets forth Vernon's reasonable estimate of the Purchase Price Adjustment as calculated pursuant to Section 5 of the Purchase Agreement. Note that items 5.4 and 5.5 below will be updated once these figures are received from the Title Company. Capitalized terms not otherwise defined have the meaning given in the Purchase Agreement. Total Purchase Price Adjustment: $0 Calculation: 5.1 — Adjustments: 5.1.1 — Taxes -.$0 5.1.2 — Utilities - $0 5.1.3 — Interest on Deposit (to be updated based on information from Title Company) - $0 5.1.4 — License Fees - $0 5.1.5 Other Items - $0 5.2 — Project Agreements - $0. Note that Vernon pays $10,000 per month in arrears to ReNu as a property management fee for the entire Wind Land. If NextEra assumes the same management contract, it will be responsible for its pro rata share based on the Closing Date and its proportional share of the land. 5.3 — Recording Costs and Transfer Taxes - $0 (to be paid by Vernon). 5.4 — Escrow Fees — $0 (To be updated when final information is received from the Title Company and paid directly to the Title Company). 5.5 — Title Policy - $0 (to be updated based on information from the Title Company and paid directly to the Title Company). 5.6 — Other Charges - $0. LA\2064587.1 EXHIBIT 29 CERTIFICATE OF NON -FOREIGN STATUS Internal Revenue Code Section 1445 Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that the transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company ("Buyer") that withholding of tax is not required upon the disposition of a United States real property interest by CITY OF VERNON, a California chartered city ("Seller"), and with the knowledge that Buyer will rely upon the following statements, the undersigned hereby certifies the following facts to Buyer on behalf of the Seller:. 1. Seller is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and . Income Tax Regulations). 2. Seller is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii). 3. Seller's United States Employer Identification Number/Social Security Number is: 95-6000808. 4. Seller's office/home address is: 4305 Santa Fe Avenue, Vernon, CA. 90058 5. Seller is making the statement set forth herein for the purpose of releasing the transferee from any withholding obligation which might otherwise be imposed under Section 1445(a) of the Code. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury, the undersigned declare that I/we have examined this Certificate and, to the best of my/our knowledge and belief, it is true, correct and complete, and I/we further declare that Uwe have authority to sign this document on behalf of Seller. [Remainder of Page. Intentionally Left Blank] LA\2064410.1 Dated as of February] 8 2010 SELLER: CITY OF VERNON, a California chartered city By . Name -"S: 6 Title: Certification of Non-Foreien Status S-1 EXHIBIT 30 SELLER'S CLOSING CERTIFICATE February 18, 2010 Reference is hereby made to that certain Purchase and Sale Agreement dated as of February 11, 2010 (the "Purchase Agreement"), by and between the City of Vernon, a California chartered city ("Seller"), and Boulevard Associates, LLC, a Delaware limited liability company ("Boer") Pursuant to clause (c) of Section 8.2.1 of the Purchase Agreement, Seller hereby certifies to Buyer that all representations and warranties of Seller in the Purchase Agreement remain true and complete, that, to the best of Seller's Knowledge (as defined in the Purchase Agreement), no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to the Purchase Agreement up to the Closing Date (as defined in the Purchase Agreement). [signatures follow] LA\2063869.2 IN WITNESS WHEREOF, this Closing Certificate has been executed as of the date first set forth above. SELLER: CITY OF VERNON, a California chartered city Name; C\\ Title: Seller's Closing Certificate S-1 EXHIBIT 31 BUYER'S CLOSING CERTIFICATE February 18, 2010 Reference is hereby made to that certain Purchase and Sale Agreement dated as of February 11, 2010 (the "Purchase Agreement"), by and between the City of Vernon, a California chartered city ("Seller"), and Boulevard Associates, LLC, a Delaware limited liability company ("Boulevard"). Pursuant to that certain Assignment of Purchase and Sale Agreement, made and dated as of February 17, 2010, by and between Boulevard and North Sky River Energy, LLC, a Delaware limited liability company ("Buyer"), Boulevard assigned to Buyer, and Buyer assumed, all of Boulevard's rights, title, obligations and interest in and to the Purchase Agreement. Pursuant to clause (a) of Section 8.2.2 of the Purchase Agreement, Buyer hereby certifies to Seller that all representations and warranties of Buyer in the Purchase Agreement remain true and complete and that, to the best of Buyer's Knowledge (as defined in the Purchase Agreement), no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Buyer has performed all of its. material obligations required by it to be performed pursuant to the Purchase Agreement prior to and during the Closing Date (as defined in the Purchase Agreement). [signature follows] LA\2064262.2 ,BtYye?s clogiog Cep ti cat EXHIBIT 32 4 rrt, FirstAmerican Tide Insurance Company National Commercial Services �A 3281 E Guasti Road, Suite 440.Ontario, CA 91761 Seller's Final Setdement Statement Property: 12,240 +/- Acres Vacant Land, Vernon, CA File No: NCS-426286-ONTI Officer: Janette Delap/jd New Loan No: Settlement Date: 02/18/2010 Disbursement Date: 02/18/2010 Print Date: 2/19/2010, 1:44 PM Buyer:. North Sky River Energy, LLC Address: 12,240 +/- Acres Vacant Land, Vernon, CA Seller: City of Vernon Address: 4305 Santa Fe Avenue, Vernon, CA 90058 Consideration: Total Consideration 40,000,000.00 Prorations• Combined APN 27 02/18/10 to 07/01/10 $2196.61/ 800.41 Title/Escrow Charges to:--. :__.._._..... ......... _....... Closing -Escrow Fee - First American Title Insurance Company National Commercial Services 3,000.00 Record Grant Deed 210021676 - First American Title Insurance Company National Commercial Services 24.00 Documentary Transfer Tax -County - First American Title Insurance Company National Commercial Services 44,000.00 Disbursements Paid: Release of Hold Pending Final Audit to City of Vernon 120.00 Cash (X To) ( From) Seller 39,953,656.41 Totals 40,000,800.41 40,000,800.41 Page 1 of 1 Page 1 of 1 EXHIBIT 33 K �LI�R ,Gyq, FitstAmerican Title Insurance Company National Commercial Services 3281 E Guasti Road, Suite 440.Ontario, CA 91761 Buyer's Final Settlement Statement Property: 12,240 +/- Acres Vacant Land, Vernon, CA Buyer: North Sky River Energy, LLC Address: 12,240 +/- Acres Vacant Land, Vernon, CA Seller: City of Vernon Address: 4305 Santa Fe Avenue, Vernon, CA 90058 File No: NCS-426286-ONTI Officer: Janette Delap/jd New Loan No: Settlement Date: 02/18/2010 Disbursement Date: 02/18/2010 Print Date: 2/19/2010, 1:44 PM Consideration: Total Consideration 40,000,000.00 Deposits in Escrow: Receipt No. 3014151 on 02/12/2010 by Nextera Enerby Recources 4,000,000.00 ReceiEt No: 3014166 on 02/18/2010 byNestra Energy Resources for North SkY River Energy, LLC —. _ --- -------.._.......-....._......................._._...------._._._.... - -....— ...... ..---._.._._..--.._..--...._.... -- Prorations _.__...-..---......._..-._n...__..__._._.__._...... -----............... ......... _............. -... ... _..... _........... ........ -...... _._.__-------.._...------............ . Combined APN (27) 02/18/10 to 07/01/10 a $2196.61/ — ---........ ...__._...............--- -----........ - ... _........ — ... ............. -- 800.41 36,026,856.41 ..._.__...._....._.. — ... - -.. Title/Escrow Charges to: ClosinEscrow Fee _ First American Title Insurance Company National Commercial Services _ Policy -Standard ALTA 2006 Owner's - First American Title Insurance Company National Commercial Services _ -- — 3,000.00 22,000.00 _ ALTA 17.1 - First American Title Insurance Company National Commercial Services 100.00 ALTA 17 - First American Title Insurance Compan�National Commercial Services ALTA 19 - First American Title Insurance Company National Commercial Services 100.00 100.00 ALTA 9.4 - First American Title Insurance Company National Commercial Services 100.00 Record Red Rock Tranmission Easement Agreement - First American Title Insurance Company National Commercial Services 51.00 Record Red Rock Access Easement &d License Agreeme - First American Title Insurance Company National Commercial Services 51.00 Cash ( From) (X To) Borrower 554.00 Totals 40,026,856.41 40,026,856.41 Page 1 of 1 - �•� •+h Fitst:Arrl4tcar�.T,rtl�Insr�rance Ciir�;p�n1F: Mai ir wal CortrfrrctciviSetvices Z 32&1 H:GuaSiiRoad;Sirite�0 Ciriiariu, CA-91761. Brrfret' EsttntatedSettlement Statement' i'ruPer(3: ]224b H=:lctesV..c rttLoud Vemon. 'C MICINTo. NiC M-,bNT1 Okticer d M4iDglapnjd Nely Los "'No SeftleWo# piifi,: Dlsbiirsculcirt Aate.. U211$/ZQlO: Pii1th17ate. 2/1'7/2'UID; iD 54 h1vl' Buyercrittl $ky Rivar1y11ezgy, PLC Adclr8ssi 7DUUnriersoBlvcl,,J:uubBiraclr;FL33:4D8 �el:liet' , itg of Veriivv • Aill'eessiz ��Q�c�anta.`�e,�iven�ie;'�+etno�i �A9»b5�8 : - . � .his: e �eseKt �AOrI - Gnnslderirtthq :.- 'Bu �t•.�lirar e . ' �llttie��I'er1r� �"yial C�sideraiioii 90 0,000;O�p Dt -osiis to l✓sci��r, ..... iT;ecq" 3:No, 0=I�iiS on b]Ji; OI b b ''exteta E erb..:itaeouress ..-- -- .. . 4;600,D00,Ob= Ft'.arptionsa ..._.. Cons :ihed Alt\Y: Z? RtA+19J0` .I/IO" 2=1961/ : go 4t:.. -, ... . 'title se1'o�v �}itit �s ro I l undo liQJc gendin,�fina) au�EF1Firbt rXmei%can TttlQ tifysuYu Cr mpany Tnlional GorirmeYrinl Srnfcts _ Closin Eser6ry Fee. FtPaEArii�ri2ah'IStIQ insurance CtrntFanyNati6nal Commeie�al BcniEc3 To rc'inndstd,ATpA204Gt);i#nr75s—P� 7 S� rs't�� mcdcaiS-`tiilclnsuYaiitQ,C'ompanyilafianel:Coilmmrrtiai: ,St�ices SbU,O(1, '. �Q � e� AL l? 1 F+�siAmenpnTril 7ns6 cg s om an N¢tfiona7 CuipmtrdA SQryites ACTH- 7 F?rat .. trlcsn'Tt�lettis6rdnrQ .,o an Ida `onai�"�Cq mcreial $cniceF ID Ob li?0 QO:;- . At,TA' 9 1=vst�nrrieair'riti ` sutance�opr an A�ationaiiYommcrcra]$cts�ire� AL1A>9 4 Fvstl>itietlean Tt11 Ins4[nneeGom an ,�lntionAl``Commcrcfa Soniccs:. `Ilesifrds)itdRgric'kYanmtsstoh-ELsement=Agicemcnt-'FirstAriiencan°'1'nlalnsGrnoreCbinPany �iTaiiaSal,Caniritertrai'St�acts: -�.�.� jp�Op_ � :. '100:00 G$:00 3iec6[i7;7;tdRotic�c �sCati�fpihlB.�fLaeap�cAgFnems ptrs6Aniuitcan7'iticlnsUtazx�cC2oiitpaiiy. llallimdiommert�tetci d$OD lieeodip Sglvic.� ;ee °Fitc 4imerrcan 1'it a:InSuranceepn an N.SiTonal �onimcieiat rn%iees �O.Ob`:77 3$,426r$56 4Y Totals �1IO2b856d]:` 1gj02CGS5f>�41. Xcitice Th €3 Egt*atefl Set,Clemert; t�tement is :subject_ to cttariges,, addzti;pt at t 2rg , bl fin. 1 cp7 trAjZip> thq Sgttlemesit Statement, Buyer(S). CJorth Sky Olver Energy liLC,: a Delaware 1 r,4116d 116010 co By M14haet Q'Sutlivari, vice Piesiderit Page oft., EXHIBIT 34 CITY CLERK'S OFFFIGE INTEROFFICE 'MEMORANDUM RESOLUTION NO. 2010-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PURCHASE AND SALE AGREEMENT.IN CONNECTION WITH THE SALE OF 12,420 ACRES OF PROPERTY IN KERN COUNTY, CALIFORNIA WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase,'transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City has purchased 29,722.44 acres of land in Kern County, California in an area known as the Tehachapi Wind Resources Area (the "Property"); and WHEREAS, the City of Vernon desires to sell approximately 12,420 acres of the Property (the "Red Rock Land") and has been negotiating with two potential purchasers who would develop the Red Rock Land for renewable energy purposes; and WHEREAS, as part of the sale of the Red Rock Land, the City of Vernon will be granted easements by the buyer across the Red Rock Land. 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 does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby authorizes the City Administrator to execute a Purchase and Sale Agreement and Escrow Instructions (the "Agreement"), in substantially the form attached hereto as Exhibit A, with the potential purchaser who provides the best value to the City, provided that in no event shall the net present value of payments made to the City be less than Thirty -Five million dollars, and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator to execute the Certificates of Acceptance, in substantially- the form attached hereto as Exhibit B, for the easements granted, and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City,of Vernon hereby authorizes the City Administrator, or his designee, to take whatever action is deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 5th day of February, 2010. Name: Hilario Gonzales X-TEST: ELA GIRON, City Clerk -2- Title: Mayor 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. 2010-21, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, February 5, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2010, at Vernon, California. MANUELA GIRON, ity Clerk (SEAL) -3- EXHIBIT A COV Dra,Jt February 4, 2010 PURCHASE -AND SALE AGREEMENT BY AND BETWEEN CITY OF VERNON AND C DATED AS OF TABLE OF CONTENTS 1. Definitions.....:.................................................. 2. Property to be Conveyed .... .............:.............. 2.1. Red Rock Land ........................:...............................................................................7 2.2. Red Rock Improvements ...............................: 7 2.3. Red Rock Appurtenances................................................................... 2.4. Red Rock Transmission Easements ......:.......... 7 2.5. Red Rock Miscellaneous Easements .................. ..............10 2.6. Red Rock License ................................................ 12 2.7. Existing Licenses and Easements.......................................................................... 12 2.8. Environmental Entitlements ....... .... 2.9. Project Agreements ............................... ......17 Seller Retained Rights........................................................ 3.1. Seller Retained Transmission Easements ............. ..18 3.2. Seller Retained Miscellaneous Easements..........................................2] ....... 3.3. Seller Retained License ...............:....... 23 ......................:......................................... 3.4. Solar Option Rights ...................................... ..23 4. Purchase Price ......................................... 23 ............................................................. 4.1. Amount................................................ .................... .................... :......................... 24 4.2. Payment of Purchase Price ...................................... .......................24 ........................ 4.3. DeposiVEscrow Instructions ................................. ........................24 4.4. Closing Statement..................................................................... 5. Purchase Price Adjustment ............................................... 5.1. Adjustments ............................................. ......................24 ......................................... 5.2. Project Agreements ........................................... ................25 ...................................... 5.3. Recording ................ Costs .............................................: ......... ..25 ............................. 5.4. Escrow Fees .................................................. 25 5.5. Title Policy........................................................ 5.6. Other Charges .....................................................................25 .................................................26 6. Title ................. 6.1. Buyer's Title Policy ........................................... 6.2. Objectionable Title Matters and Permitted Exceptions ...................:. ........26 6.3. Cure of Objectionable Title Matters ................... 6.4. Termination for Objectionable Title Matter ..........................................................26 26 6.5. Removal of Liens ......................................... ...................27 ........................... 7. Conditions of Closing . .................................. .,................................................... .................. 27 7.1. For Buyer...:...............................:...........................................................................27 7.2. For Seller ................................. ............................................................................... 28 8. Closing...............................................................................................................................28 8.1. Closing Date...........................................................................................................28 8.2. Deliveries.............................................................................................. 28 9. Representations and Covenants ..... .......................... 9.1. Representations by Seller................................................................... .30 9.2. As -is, Where -is, With All Faults............................................................................32 9.3. Representations by Buyer........................................................................... 9.4. Seller's Covenants ....................... ........ ..................... ...... ,....................................... 33 9.5. Buyer's Covenants.................................................................................................33 10. Risk of Loss..................................:................................................................4...................33 11. Agreements........................................................................................................................34 11.1. Private Property Negotiation Rights............................................................ ...34 11.2. BLM Negotiation Rights ................. ..........:......................<..................................... 34 11.3. Actions Respecting the Property ................................................... ...... .....34 ......... ..... 11.4. Mutual Cooperation.......................................................... :.................................... 35 11.5. Further Assurances...... ssurances................................................................................ 35 11.6. Extensions Due to Force Majeure..........................................................................35 12. Default; Liquidated Damages............................................................................................35 12.1. Remedies of Seller ..... .................................:....................................... 36 12.2. Remedies of Buyer.............................................................................................36 13. Brokerage........................................................................................................... ...36 14. Assignment; Binding Effect..................................................................... ....36 ...................... 15. - Entire Agreement; Modifications; Advice of Counsel......................................................37 16. Pronouns; Joint and Several Liability ................................................ 17. Invalidity............................................................................................... .......................37 IE 18. Applicable Law..............................................................................................................38 19. Notice............................................................................................................................38 20. Calculation of Time...........................................................................................................3 8 21. Expenses ........... ........................................................................................................39 22. Waivers; Extensions...........................................................................................................39 23. Exhibits .................................................... ............................. :............................................. 39 24. Counterparts; Captions......................................................................... ........................39 25. Attorneys' Pees..................................................................................................................39 26. Survival..............................................................................................................................39 27. Approvals...........................................................................................................................39 28. Disputes...:..........................................................................................................................39 28.1. Dispute Resolution...................................................:.............................................39 28.2. Management Negotiations.................................................. ........................40 28.3. Arbitration ............. .....................:...........................................................................40 28.4. Waiver of Jury Trial...............................................................................................42 29. Irrevocable Offer................................................................................................................42 LIST OF ATTACHMENTS Exhibit A Description of Wind Land Exhibit B Description of Red Rock Land Exhibit C Description of Red Rock Easement Land Exhibit D Form of Red Rock General Transmission Easement Agreement Exhibit E Form of Red Rock General Miscellaneous Easement Agreement Exhibit F ReNu Easement Land Exhibit G Environmental Entitlements Exhibit H Project Agreements Exhibit H-I Optional Project Agreement Exhibit H-2 Required Project Agreements Exhibit H-3 Project Agreement Leases Exhibit I Form of Seller Retained General Transmission Easement Agreement Exhibit J Form of Seller Retained General Miscellaneous Easement Agreement Exhibit K Form of Escrow Instructions Exhibit L Buyer's Title Commitment Exhibit M Form of Grant Deed Exhibit N Form of Assignment Exhibit O Form of Notice to Counterparties Exhibit P Disclosed Conditions Exhibit 0 Depiction of BLM Parcels Included Within Red Rock Project iv PURCHASE AND. SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "A Bement") is made as of the Effective Date, by and between the CITY OF VERNON, a California chartered city ("Vernon" or "Seller"), and f 1. Buyer and Seller are referred to herein sometimes individually as a "Party" and collectively as the "Parties". RECITALS (a) In order to explore the development of renewable energy resources, Vernon entered into that certain amended and restated purchase and sale agreement (the "ReNu PSA") dated as of October 8, 2008, with ReNu Resources, LC ("ReNu"), a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198, pursuant to which Vernon purchased approximately 29,722 acres of land in Kern County, California in an area known as the Tehachapi Wind Resources Area, as more particularly described on Exhibit A (the "Wind Land" ). - . (b) Vernon filed certain permit applications with Kern County for the development of renewable energy resources on the Wind Land, including a specific application for the development of a wind project on an approximately 12,420 acre portion of the Wind Land,. as more particularly described on Exhibit B (the "Red Rock Land"). (c) Buyer desires to develop the Red Rock Project on the Red Rock Land. (d) In order to facilitate the development of the Red Rock Project, Vernon desires to sell to Buyer, and Buyer desires to purchase from Vernon, among other things, a fee interest in the Red Rock Land and certain easements appurtenant .to the Red Rock Land, all as more particularly set forth below. NOW, THEREFORE, the Parties agree as follows: 1. Definitions. The following terms when used in this Agreement with initial letters capitalized have, the meanings set forth below: "Access Requirements", means, with respect to any use of any easement; sub -easement, right-of-way, or other access right, the following: (x) reasonable conditions as the owner of the real property subject to such sub -easement, easement, right-of-way or other access right, as applicable, may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) non-interference in any material respect with the use of the real property subject to such easement, sub -easement, right- of-way or other access right by the owner thereof. "Agreement" means this Purchase and Sale Agreement, together with the exhibits attached hereto. "Arbitrator" has the meaning set forth in Section 28.3. "Assumption Date" means January 15, 2010. "BLM" means the United States Department of Interior Bureau of Land Management. "BL_ M Parcels" has the meaning set forth in Section 11.2. `Business Day" means any day except a Saturday, Sunday or any holiday legally recognized by the State of California. "Bu er" has the meaning set forth in the preamble of this Agreement. "Buyer's Title Commitment" has the meaning get forth in Section 6.1. "Buyer's Title Polipy" has the meaning set forth in Section 6.1. "Claims" has the meaning set forth in Section 9.2. "Closing' means the closing of title with respect to the Property pursuant to this Agreement. "Closing Date" means the date upon which the Closing occurs. "Closing Statement" has the meaning set forth in Section 4.4. "Contaminants" means any pollutants, hazardous or toxic substances or wastes, or contaminated materials including oil and oil products, asbestos, PCBs, urea formaldehyde and all other materials and substances designated or regulated as hazardous or toxic substances or wastes, pollutants or contaminated materials under any Environmental Laws. "Deed" has the meaning set forth in Section 8.2.1(a). "De osit" has the meaning set forth in Section 4.3. "Dispute" has the meaning set forth in Section 28.1. "Easement Selection Date" has the meaning set forth in Section 2.7.2(b)(i). "Effective Date" means the first day upon which this Agreement has been executed by both Parties. "Environmental Entitlements" has the meaning set forth in Section 2.8. "Environmental Laws" means the Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code §§25300-25395), the Hazardous Waste Contract Law (California Health and Safety Code §§26100-25250.25) and all other Federal, State or local environmental statutes, rules and regulations as enacted or amended from 2 time to time and all licenses, permits, certificates or like authorizations issued or promulgated under any of the foregoing. "Escrow" has the meaning set forth in Section 4.3. "Excluded Mineral Rights" means all rights to minerals located 500 feet or more below the surface of the Red Rock Land. "Excluded Subsurface Water means all rights to any subsurface water located 500 feet or more below the surface of the Red Rock Land to the extent such water is in excess of any subsurface water to be used by Buyer (or its successors and assigns) on or adjacent to the Red Rock Land. "Executive(s)" has the meaning set forth in Section 28.2.1. "_Force Maieure" means any event or circumstance making it practicably impossible for a Party to meet a deadline hereunder, to the extent beyond the control of, and not the result of the negligence of, or caused. by, the Party seeking to have a deadline extended hereunder, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome, such as, in the context of designating easements hereunder, droughts, floods, fires or earthquakes having a substantial impact on the Wind Land. "Geological Features Right" means, with respect to any given land, the right to use geological features, if any, in or under such land that are useful for the storage of compressed gasses. "Initial Negotiation End Date" has the meaning set forth in Section 28.2.1. "Knowledge" means, with respect to Buyer, to the best actual knowledge of M. Andrew Starke, and, with respect to Seller, to the best actual knowledge of Donal O'Callaghan and Peter Hervish, in each case, without duty to investigate or inquire. "Inannlicable Exceptions" has the in set forth in Section 6.3. "LADWP" means the Los Angeles Department of Water and Power. "Landlocked Land" has the meaning set forth in Section 11.1. "Manager" has the meaning set forth in Section 28.2.1. "Obiectionable Title Matters" has the meaning set forth in Section 6.2. "Outside Closing Date" has the meaning set forth in Section 8.1. . "Par " and "Parties" has the meaning set forth in the preamble of this Agreement. "Permissible Uses" has the meaning set forth in Section 2.4.2. "Permits" means any material permit, authorization, certification, license, order, exemption or plan required by law for the ownership or operation of the Red Rock Project and acquired or applied for by Seller, including pending applications for the same. "Permitted Exception" means (i) any title exceptions appearing in the Buyer's Title Commitment; (ii) non -delinquent real property taxes; (iii) any liens created by the Project Agreements; (iv) any governmental restrictions or requirements, whether or not recorded; or (v) any documents recorded or exceptions included pursuant to this Agreement. . "ProiectAereements" means the agreements set forth on Exhibits H-1. H-2, and H-3. "Pro e " means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the Red Rock Transmission Easements, the Red Rock Miscellaneous Easements, the Red Rock License, the Environmental Entitlements and the Project Agreements. "Property Damage" has the meaning set forth in Section 10. "Purchase Price" has the meaning set forth in Section 4.1. "Purchase Price Adjustment" has the meaning set forth in Section 5. "Real Property" means the Red Rock Land, the Red Rock Improvements, the Red Rock Appurtenances, the Red Rock Transmission Easements and the Red Rock Miscellaneous Easements. "Red Rock Appurtenances" has the meaning set forth in Section 2.3. "Red Rock BLM Parcels" means the BLM parcels set forth on Exhibit Q hereto. "Red Rock Easement Land" has the meaning set forth in Section 2.4. "Red Rock General_ Miscellaneous Easement Agreement" has the meaning set forth in Section 2.5.1. "Red Rock General. Transmission Easement Agreement" has the meaning set forth in Section 2.4.1. "Red Rock Improvements" has the meaning set forth in Section 2.2. "Red Rock Land" has the meaning set forth in the recitals of this Agreement. "Red Rock License has the meaning set forth in Section 2.6. "Red Rock Miscellaneous Easements" has the meaning set forth in Section 2.5. "Red Rock Specific Miscellaneous Easement" has the meaning set forth in Section 2.5.2. "Red Rock Specific Miscellaneous Easement Agreement" has the meaning set forth in Section 2.5.2. "Red Rock Specific Miscellaneous Easement Locations" has the meaning set forth in Section 2.5.2. "Red Rock Specific Transmission Easement" has the meaning set forth in Section 2.4.2. "Red Rock Specific Transmission Easement Agreement" has the meaning set forth in Section 2.4.2. "Red Rock Specific Transmission Easement Route" has the meaning set forth in Section 2.4.2. "Red Rock Transmission Easements" has the meaning set forth in Section 2.4. "_Red Rock Project" means, collectively, any renewable energy projects developed upon the Red Rock Land, the Landlocked Land and/or the Red Rock BLM Parcels. "Referral Date" has the meaning set forth in Section 28.2.1. "ReNu" has the meaning set forth in the recitals of this Agreement. "ReNu Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165196. "ReNu Easement Land" has the meaning set forth in Section 2.7.1. "ReNu Licenses and Easements" has the meaning.set forth in Section 2.7.1. "ReNu PSA 'has the meaning set forth in the recitals of this Agreement. "ReNu Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between Vernon as grantor and ReNu as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165194. "SCE" means Southern California Edison Company. "Seller" has the meaning set forth in the preamble of this Agreement. "Seller Retained Easements" has the meaning set forth in Section 3.2. "Seller Retained General Miscellaneous Easement Agreement" has the meaning set forth in Section 3.2.1. "Seller Retained General Transmission Easement Agreement" has the meaning set forth in Section 3.1.1. "Seller Retained License" has the meaning set forth in Section 3.3. 5 "Seller Retained Miscellaneous Easements" has the meaning set forth in Section 3.2, 3.2.2. "Seller Retained Specific Miscellaneous Easement' has the meaning set forth in Section "Seller Retained. Snecific Miscellaneous Easement Agreement" has the -meaning set forth in Section 3.2.2. "Seller Retained Specific Miscellaneous Easement Locations" has the meaning set forth in Section 3.2.2. 3.1.2. "Seller Retained Specific Transmission Easement" has the meaning set forth in Section "Seller Retained Specific Transmission Easement Agreement" has the meaning set forth in Section 3.1.2. "Seller Retained Specific Transmission Easement Route" has the meaning set forth in Section 3.1.2. "Seller Retained Transmission Easements" has the meaning set forth in Section 3.1. "Supplemental Taxes" has the meaning set forth in Section 5.1.1. "Title Company" means First American Title Insurance Company, or, if unavailable, another title company reasonably acceptable to the Parties. "Transmission Owners" has the meaning set forth injection 2.4. "Vernon" has the meaning set forth in the preamble of this Agreement. "Vernon Retained Land" means the Wind Land excluding the Red Rock Land. "Wind Land" has the meaning set forth in the recitals of this Agreement. "WL Access Easement and License Agreement" means that certain access easement and license agreement dated October 16, 2008, by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165195. "WL Licenses and Easements" has the meaning set forth in Section 2.7.2. "WL Miscellaneous Sub -Easement" has the meaning set forth in Section 2.7.2(c). "WL Miscellaneous Sub -Easement A reemen " has the meaning set forth in Section 2.7.2 c ii . "WL Miscellaneous Sub -Easement Locations" has the meaning set forth in Section 2.7.2 c i . 6 "WL Sub -Easements" has the meaning set forth in Section 2.7.2(p)(i). "WL Original Transmission Easement" means that certain transmission easement dated October 16, 2008 by and between ReNu as grantor and Vernon as grantee and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165193, as amended by that certain first amendment to transmission easement dated October 12, 2009 by and between Vernon and ReNu and recorded by the County Recorder of Kern County on October 23, 2009 as document number 0209157867. "WL Transmission Sub -Easement" has the meaning set forth in Section 2.7.2(b). "WL Transmission Sub -Easement Agreement" has the meaning set forth in Section 2.7.2 ii . "WL Transmission Sub -Easement Route" has the meaning set forth in Section 2.7.2(b)(il. .2. Property to be Conveyed. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth below, the following: 2.1. Red Rock Land. A fee simple interest in the Red Rock Land, subject to the Seller Retained Easements and the ReNu Licenses and'Easements. For purposes of clarity, pursuant to the ReNu PSA, Seller did not acquire from ReNu, and hence cannot convey to Buyer, the Excluded Mineral Rights and the Excluded Subsurface Water; . provided, however, that Buyer shall acquire, and the Excluded Mineral Rights and the Excluded Subsurface Water shall not include, all of Seller's right to the Geological Features Right with respect to the Red Rock Land. 2.2. Red Rock Improvements. The .buildings, structures, fixtures and other improvements, if any, affixed to or located on the Red Rock Land (the "Red Rock Improvements"). 2.3. Red Rock Appurtenances. The following (collectively, the "Red Rock Appurtenances"): (i) except for the Excluded Mineral Rights, all oil, gas and other hydrocarbon substances or other mineral rights on and under the Red Rock Land; and (ii) except for the Excluded Subsurface Water, all water, water stock and water rights on and under the Red Rock Land. 2..4. Red Rock Transmission Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across and through a portion of the Vernon Retained Land described on Exhibit C (the "Red Rock Easement Land") (i) to facilitate the Red Rock Project's access to electric power transmission lines to one of (a) Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner (collectively, "Transmission Owners") and (ii) to permit any other Permissible Uses, in each case in a 7 manner that is consistent with the Access Requirements all as set forth in this Section 2.4 (collectively, the "Red Rock Transmission Easements"). 2.4.1 On the Closing Date, Seller shall record in favor of Buyer a transmission easement agreement substantially in the form of Exhibit D attached hereto (the "Red Rock General Transmission Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this Section 2A.1. The purpose of the Red Rock General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Transmission Easement and the possible relocation thereof as provided in Sections 2.4.2 and 2.4.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Transmission Easement Agreement. If the Red Rock Specific Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default, the Red Rock General Transmission Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the Red Rock General Transmission Easement Agreement. 2.4.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for. the Red Rock Transmission Easements (the "Red Rock Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Red Rock Specific Transmission Easement Route that does not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreementfor the Red Rock Specific Transmission Easement Route (the "Red Rock Specific Transmission Easement A rg eement"), which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices for transmission lines, including rights of ingress and egress to construct, use or maintain any roads to serve the transmission line and related facilities .(such uses are collectively referred to herein as "Permissible Uses"), provided that (A) the width of the corridor specified by the Red Rock Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Red Rock Specific Transmission Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Transmission Easement Agreement (the "Red Rock Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Transmission Easement, or to make any other use of the area covered by the Red Rock Specific Transmission Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement; (C) the Red Rock Specific Transmission Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the Red Rock Specific Transmission Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Transmission Easement and provided Seller reimburses to Buyer any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person using the road with Seller's permission, other than Buyer; (D) the Red Rock Specific Transmission Basement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (E) the Red Rock Transmission Easement may only be used by Buyer to facilitate the transmission of power from the Red Rock Project; and (F) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Red Rock Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Transmission Easement or to serve transmission functions. 2.4.3 From time to time, Buyer may request minor amendments to the Red Rock Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof. Buyer. shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Red Rock Specific Transmission Easement Agreement in accordance with this Section 2.4.3. . 2.4.4 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Transmission Easement could not lie upon the requested portion of the Red Rock Easement Land. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the Red Rock Specific Transmission Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Transmission Easement Agreement or the Red Rock Specific Transmission Easement Agreement, as applicable, in accordance with this Section 2.4.4. 2.4.5 Upon the earlier to occur of (i) the commencement of construction of a transmission line over the Red Rock Specific Transmission Easement, or ii the execution of the Red Rock Specific Transmission Easement Agreement, Buyer shall, upon'request of Seller, release and reconvey the Red Rock General Transmission Easement Agreement with respect to all portions of the Red Rock Easement Land. 2.4.6 Except as specifically provided above, the use of the Red Rock Transmission Easement shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.4.6 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. .2.5. Red Rock Miscellaneous Easements. Easements appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land, to permit Buyer (i) to access utilities and (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct). roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 2.5 (collectively, the "Red Rock Miscellaneous Easements"), in each case only for_the benefit of the Red Rock Project and only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Buyer resulting from using the Red Rock Land to access the relevant utilities or constructing roads on the Red Rock Land over the costs that would be, incurred from using the Red Rock Easement Land) on the Red Rock Land or within or adjacent to the Red Rock Specific Transmission Easement Route. 2.5.1 On the Closing Date, Seller shall record in favor of Buyer an easement agreement substantially in the form of Exhibit E attached hereto (the "Red Rock General Miscellaneous Easement Agreement") encumbering the Red Rock Easement Land providing for rights substantially as set forth in this Section 2.5.1. The purpose of the Red Rock General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the Red Rock Specific Miscellaneous Easement and the possible relocation thereof as. provided in Sections 2.5.2 and 2.5.3 below. Buyer shall not have any right to use the easement created pursuant to the Red Rock General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the Red Rock Specific Miscellaneous Easement Agreement. If (i) the Red Rock Specific Miscellaneous Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Seller's default or (ii) the Red Rock Specific Miscellaneous .Easement Agreement is executed and recorded by the Parties, the Red Rock General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the Red Rock General Miscellaneous Easement Agreement. 2.5.2 From time to time after the Closing Date and until the expiration of the Red Rock General Miscellaneous Easement Agreement, Buyer and Seller shall cooperate to determine specific locations for the Red Rock Miscellaneous Easements (the "Red Rock Specific Miscellaneous Easement Locations"), that do 10 not materially interfere with Seller's use of the Red Rock Easement Land, taking into account any mitigations Buyer offers to implement. Prior to designating such Red. Rock Specific Miscellaneous Easement Locations, Seller shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Red Rock . Specific Miscellaneous Easement Locations would materially interfere with Seller's right to exploit the Geological Features Right with respect to the Red Rock Easement Land. If and to the extent that Seller reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Easement Land, the Parties shall cooperate to designate an alternate preferred route for the Red Rock Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Red Rock Specific Miscellaneous Easement Locations (the "_Red Rock Specific Miscellaneous Easement Agreement"), provided that (A) the Red Rock Specific Miscellaneous Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the Red Rock Specific Miscellaneous Easement Agreement (the "Red Rock Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Red Rock Specific Miscellaneous Easement, or to make any other use of the area covered by the. Red Rock Specific Miscellaneous Easement, unless the foregoing would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement; (B) the Red Rock Specific Miscellaneous Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the Red Rock Specific Miscellaneous Easement unless such use would materially interfere with Buyer's intended use of the Red Rock Specific Miscellaneous Easement and provided Seller reimburses to Buyer, any costs and expenses incurred by Buyer to repair any damage or perform any maintenance of the road caused by Seller or any person using the road with Seller's permission, other than Buyer; (C) the Red Rock Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); (D) the Red Rock Miscellaneous Easements may only be used by Buyer in connection with the development, construction, maintenance and operation of the Red Rock Project and (E) in no event shall the holder of the Red Rock Miscellaneous Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Red Rock Specific Miscellaneous Easement. 2.5.3 At any time after the Closing Date, Seller may request Buyer to amend the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, to exclude any portions of the Red Rock Easement Land on which .Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the Red Rock Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Easement Land. Buyer shall consent to any reasonable request and execute an appropriate amendment in recordable form. Seller shall reimburse 11 Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Red Rock General Miscellaneous Easement Agreement or the Red Rock Specific Miscellaneous Easement Agreement, as applicable, in accordance with this Section 2.5.3. 2.5.4 . Except as specifically provided above, the use of the Red Rock Miscellaneous Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this Section 2.5.4 shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. 2.6. Red Rock License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of the Closing Date, to access the Red Rock Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of renewable energy resources, in each case in a manner that is consistent with the. Access Requirements (collectively, the "Real Rock License"). Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Easement Land. 2.7. Existine Licenses and Easements. 2.7.1 Licenses and Easements Appurtenant to ReNu Easement Land. Pursuant to the ReNu PSA, the ReNu Transmission Easement -and #lre R€Na— - Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is subject to certain licenses and easements (the "ReNu Licenses and Easements") appurtenant to the land owned by ReNu set forth on Exhibit F (the "ReNu Easement Land"). Buyer hereby acknowledges and agrees that its interest in the Property is subject to the ReNu Licenses and Easements. Buyer agrees that it will from time to time execute such agreements as are reasonably requested or required by Seller or ReNu to reflect the ReNu Licenses and Easements, including amendments to the ReNu Transmission Easement and ReNu Access Easement and License Agreement to which Buyer will be a party. The ReNu Licenses and Easements shall not materially interfere with Buyer's use of the Red Rock Land. 2.7.2 Licenses and Easements Aourtenant to Wind Land. Pursuant to the ReNu PSA, the WL Original Transmission Easement and the ' WL . Access Easement and License Agreement, the Wind Land, including the Red Rock Land, is benefitted by certain licenses and easements (the "WL Licenses and Easements'). The Parties hereby agree as follows with respect to the WL Licenses and Easements: (a) Exclusive Rights to Easements. Notwithstanding anything to the contrary in the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement, as between Buyer and Seller, Seller shall have the exclusive rights to: 12 (i) the WL Transmission Easement (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Transmission Easement Route (as that term is defined in the ReNu PSA, and also known as the Specific Transmission Easement Route in the WL Original Transmission Easement) and exclusive rights to enter into the WL Specific Transmission Easement Agreement (as that term is defined in the ReNu PSA and. also known as the Amended and Restated Transmission Easement in the WL Original Transmission Easement); (ii) the WL Miscellaneous Easements (as that term is defined in the ReNu PSA), including exclusive rights to designate the WL Specific Miscellaneous Easement Locations (as that term is defined in the ReNu PSA and also known as the Specific Access Easement Locations in the WL Access Easement and License Agreement) and the exclusive rights to enter into the WL Specific Miscellaneous Easement Agreement (as that term is defined in the ReNu PSA and also known as the Amended and Restated Access Easement and License Agreement in the WL Original Transmission Easement); (b) WL Transmission Sub -Easement. After the Effective Date and subject to Section 2.7.2(e) below, Buyer and Seller shall cooperate to determine a preferred, specific route for a transmission sub -easement to permit Buyer to (i) access and use the electric power transmission lines of LADWP, SCE or a Transmission Owner to serve the Red Rock Project and (ii) to permit any other Permissible Uses, in each case, in a manner that is consistent with the Access Requirements (the "WL Transmission Sub - Easement'). (i) On or prior to July 15, 201.0 (the "Easement Selection Date"), Buyer shall provide Seller with a final preferred, specific route for the WL Transmission Sub -Easement (the "WL Transmission Sub -Easement Route"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Transmission Easement Agreement. Provided that ReNu cooperates reasonably in a manner that permits the granting of the WL Transmission Sub -Easement Route, Seller shall designate a WL Specific Transmission Easement Route that includes the WL Transmission Sub -Easement Route and, with input from Buyer, enter into the WL Specific Transmission Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Transmission Easement Agreement, the Parties shall 13 negotiate, execute and record a sub -easement agreement for the WL Transmission Sub -Easement (the "WL Transmission Sub - Easement A reement"}, which agreement shall provide for a sub - easement over the WL Transmission Sub -Easement Route; provided, that the rights granted under the WL Transmission Sub Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Transmission Easement Agreement. (iii) From time to time, Buyer may also request .minor amendments to the WL Transmission Sub -Easement Agreement to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Transmission Easement Agreement and (z) to promptly execute any minor amendments if and when Seller has obtained the necessary modifications to the WL Specific Transmission Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with _ documenting and analyzing any requested amendment to the WL Transmission Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to amend the WL Specific Transmission Easement Agreement. Seller agrees to indemnify Buyer for any incremental costs incurred by Buyer as a result of any amendment. to the WL Specific Transmission Easement Agreement that is requested by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs incurred by Buyer in connection with re -siting or relocating Buyer's .transmission infrastructure related to the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Transmission Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the. WL Transmission Sub - Easement Route by the Easement Selection Date or to reasonably negotiate the WL Transmission Sub -Easement Agreement, in each 14 case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Transmission Sub - Easement Agreement pursuant to this Section. (c) WL Miscellaneous Sub -Easement. After the Effective Date and subject to Section 2.7.2W below, Buyer and Seller shall cooperate to determine preferred, specific locations for miscellaneous sub -easements to permit Buyer to (i) access utilities (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements and to facilitate the development, maintenance or operation of the Red Rock Project (the "WL Miscellaneous Sub -Easement"). (i) On or prior to the Easement Selection Date, Buyer shall provide Seller with final preferred, specific locations for the WL Miscellaneous Sub -Easements (the "WL Miscellaneous Sub - Easement Locations"). If approved by Seller, which approval shall not be unreasonably withheld, Seller shall, no later than August 1, 2010 commence negotiations with ReNu for the WL Specific Miscellaneous Easement Agreement. Provided that ReNu cooperates reasonably in a manner that permits the granting of the WL Miscellaneous Sub -Easement Locations, Seller shall designate WL Specific Miscellaneous Easement Locations that include the WL Miscellaneous Sub -Easement Locations and, with input from Buyer, enter into the WL Specific Miscellaneous Easement Agreement no later than October 1, 2010. (ii) Within thirty (30) days of entering into the WL Specific Miscellaneous Easement Agreement, the Parties shall negotiate, execute and record a sub -easement agreement for the WL Miscellaneous Sub -Easement (the "WL Miscellaneous Sub - Easement Agreement"), which agreement shall provide for a sub - easement over the WL Miscellaneous Sub -Easement Locations; provided, that the rights granted under the WL Miscellaneous Sub - Easement Agreement will not be more expansive than the rights Seller has pursuant to the WL Specific Miscellaneous Easement Agreement. (iii) From time to time, Buyer may also request minor amendments to the WL Miscellaneous Sub -Easement Agreement to accommodate specific .environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment, (y) to work with ReNu to obtain any necessary modifications of the WL Specific Miscellaneous Easement Agreement and (z) to promptly execute any minor 15 amendments if and when Seller has obtained the necessary modifications to the WL Specific Miscellaneous Easement Agreement, if any. Buyer shall reimburse Seller for any reasonable, out-of-pocket,. third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Miscellaneous Sub -Easement Agreement in accordance with this provision, including any costs incurred by Seller to ReNu. (iv) Pursuant to the ReNu PSA, Seller has certain rights to amend the WL Specific Miscellaneous Easement Agreement. Seller agrees to indemnify Buyer ' for any incremental costs incurred by Buyer as a result of any amendment to the WL Specific Miscellaneous Easement Agreement that is consented to by Seller and which has an adverse impact on Buyer's development of the Red Rock Project, including without limitation any incremental costs. incurred by Buyer in connection with constructing utilities or access roads in connection with the Red Rock Project. Seller's obligations to indemnify Buyer pursuant to this Section shall be limited to the reasonable, out-of-pocket costs actually incurred by Buyer, and shall not include any indirect or consequential losses, including, without limitation, additional line losses or lost profits. (v) If the WL Miscellaneous Sub -Easement Agreement has not been executed and recorded on or before December 1, 2010 as a result of Buyer's failure to select the WL Miscellaneous Sub Easement Locations by the Easement Selection Date or to reasonably negotiate the WL Miscellaneous Sub -Easement Agreement, in each, case for reasons other than Seller's default, Seller shall have no further obligation to enter into the WL Miscellaneous Sub -Easement Agreement pursuant to this Section. (d) WL Sublicense. Seller hereby grants to Buyer an irrevocable, non-exclusive sublicense, expiring on the fifth anniversary of the Closing Date, to access the ReNu Easement Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of the Red Rock Project, in each case in a manner that is consistent with the Access Requirements. Buyer shall provide Seller with a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the ReNu Easement Land. (e) Miscellaneous. (i) Notwithstanding anything to the contrary herein,. Buyer expressly acknowledges that its rights with respect to the 16 WL Licenses and Easements are expressly subject to the terms of the ReNu PSA, the WL Original Transmission Easement and the WL Access Easement and License Agreement. Accordingly, Buyer's designations of the WL Transmission Sub -Easement and the WL Miscellaneous Sub -Easement (collectively, the "WL Sub - Easements') are limited by and subject to the same terms and conditions as Seller's rights to the WL Licenses and Easements. (ii) Buyer acknowledges and agrees that Seller shall not be liable for any failure by ReNu to timely negotiate or execute agreements in connection with the WL Licenses and Easements. In the event of any dispute between Seller and ReNu in connection with the WL Licenses and Easements, Seller shall reasonably cooperate with Buyer in order to preserve Buyer's rights to the WL Sub -Easements; provided, that Buyer shall reimburse Seller -for any reasonable, out-of-pocket expenses actually incurred by Seller to the extent allocable to the preservation of Buyer's. rights to the WL Sub -Easements. 2.8. Environmental Entitlements. To the extent assignable and in the manner set forth on Exhibit G, the Permits listed on Exhibit G, including all pending applications therefore or renewals thereof and any environmental studies or work product prepared in furtherance of the same by Seller or at Seller's request (the "Environmental Entitlements") will be assigned to Buyer at the Closing. To the extent that any Permit may not be assigned, Seller shall cooperate with Buyer to withdraw such Permit and provide Buyer with any commercially reasonable information required to expedite its replacement application, if any. 2.9. Project Agreements. 2.9.1 On the Closing Date, Buyer shall have the option, at its sole and absolute discretion, of assuming, rejecting or entering into replacements with respect to each of the Project Agreements entered into by Vernon. with respect to the Red Rock Land set forth'on Exhibit H-1 attached hereto. 2.9.2 Beginning on the Closing Date, Buyer must assume or otherwise indemnify Seller for any costs, expenses or liabilities incurred by Seller under each of the Project Agreements entered into by Vernon with respect to the Red Rock Land set forth on Exhibit H-2 attached hereto. 2.9.3 The Red Rock Land is subject to the Project Agreements set forth in Exhibit H-3 attached hereto. Seller will use commercially reasonable efforts to obtain customary estoppels from the counterparties under such agreements after the Effective Date and assign or novate such agreements to Buyer as soon as practicable after the Closing. 17 3. Seller Retained Rights. With respect to the Property sold by Seller to Buyer hereunder, Seller shall retain and the conveyed Property shall exclude: 3.1. Seller Retained Transmission Easements: Easements appurtenant to and benefiting the Vernon Retained Land located in, over, across and through a portion of the Red Rock Land (i) to permit Seller to access and use electric power transmission lines of LADWP, SCE and any other applicable Transmission Owner and (ii) to permit any other Permissible Uses, in each case in a manner that is consistent with the Access Requirements all as set forth in this Section 3.1 (collectively, the "Seller Retained Transmission Easements)). 3.1.1 On the Closing Date, Buyer shall record in favor of Seller a transmission easement agreement.substantialiy in the form of Exhibit I attached hereto (the "Seller Retained General Transmission Easement - Agreement") encumbering the Red Rock Land providing for rights substantially as set forth in this Section 3.1.1. The purpose of the Seller Retained General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Transmission Easement (as defined below) and the possible relocation thereof as provided in Sections 3.1.2 and 3.1.3 below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Seller Retained Specific Transmission Easement Agreement. If the Seller Retained Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Buyer's default, the Seller Retained General Transmission Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release the Seller Retained General Transmission Easement Agreement. 3.1.2 After the Effective Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the Seller Retained Transmission Easements (the "Seller Retained Specific Transmission Easement Route"). Buyer and Seller shall agree upon a reasonable route for the Seller Retained Specific Transmission Easement Route that does not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Transmission Easement Route (the "Seller Retained Specific Transmission Easement A reement"), which agreement shall contain provisions and permit uses substantially identical to those in the state industry standard practices and permit Permissible Uses, provided that (A) the width of the corridor specified by the Seller Retained Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Seller Retained Specific Transmission Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Transmission Easement Agreement (the 18 "Seller Retained Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Transmission Easement, or to make any other use of the area covered by the Seller Retained Specific Transmission Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement; (C) the Seller Retained Specific Transmission Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained .Specific Transmission Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the Seller Retained Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to. clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the state industry standard practices for transmission lines, in no event shall the holder of the Seller Retained Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Transmission Easement or to serve transmission functions. 3.1.3 From and after the recording of the Seller Retained Specific Transmission Easement Agreement until the fifth anniversary of the Closing Date Seller shall have (x) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP, (y) a one-time right to designate an alternate route for the Seller Retained. Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any,in each case to the extent reasonably deemed appropriate by Seller to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Seller, connecting to. substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Buyer shall, at the request of Seller, amend the Seller Retained Specific Transmission Easement Agreement for re- recording to an alternate route designated by Seller and subject to Buyer's approval, which approval shall not be unreasonably withheld. It shall not be unreasonable for Buyer to withhold its approval for an alternate route that materially interferes with Buyer's use of the Red Rock Land. From time to time, Seller may also request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive), including, without limitation, amendments to amend the exact location of the Seller Retained 19 Specific Transmission Easement Route. Buyer hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Seller's right to designate an alternate route for the Seller Retained .Specific Transmission Easement Route pursuant to the first sentence of this Section 3.1.3. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Transmission Easement Agreement in accordance with this Section 3.1.3. 3.1.4 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Transmission Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Transmission Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained General Transmission Easement Agreement or Seller Retained Specific Transmission Easement Agreement, as applicable, in accordance -with this Section 3.1.4. 3.1.5 (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the conveyed land that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to . SCE over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE as provided in Section 3.1.3 above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the 20 conveyed land that had only been included thereon for purposes of providing an alternate route for connection to SCE. . (e) If Seller has not exercised its one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (x) of the first sentence of Section 3.1.3 above by the date that the releases described in clauses (a) and (b) of this Section 3.1.5 have occurred, then Seller's one-time right to designate anlternate route for the Seller Retained Specific Transmission Ease ent Route for Interconnection with one other Transmission Owner asFrovided in clause . (z) of the first sentence of Section 3.1.3 above shall t mate and Seller shall, upon request of Buyer, release and reconvey a Seller Retained ®eneral Transmission Easement Agreement in its emir . 3.1.6 Except as specifically provided above, the use of the Seller Retained Transmission Easements shall be at no additional c paid by Seller to Buyer; provided that nothing in this Section 3.1.6 shall limit Her's obligation to satl®l� any indemnity obligation as part of the Access Require ents. 12, &AU iscellaneous Easements. Easement appurtenant to and >ldflgflling the Vernon Retained Land located in, over, across and thr gh a portion of the Red Roek Land to permit Seller to (i) access utilities and (ii) access nd construct roads Of Any type (dirt, gravel or paved), in each case in a manner that/ consistent with the Amw Requirements all as set forth in this ction 3.2 (collectiv , the "Seller Retained il;euilaneQUA Eat rx�" and, together with the Seller etained Transmission d§af7latlt§, a©iin@tively, the "Buller etaj it ed )basements"), but ly to the extent that any sl}�ii aac�§§ Bann®1 raasonahly be provided (including taking i o account the materially incra§�Ej ��§t§ t@ Anil®r tosulting from the construction of ro s on the Vernon Retained 1;aii� itlld ®li ®ther a�ac®nt land over the costs that would.be ' curred from using the Red Rnak Land) on the Vernon Retained Land or within or adj ent to the Seller Retained SWIM. Transmission Easement Route. � 3,23 On the Closing Date, Buyt cord in favor of Seller an easeft]eht agreement substantially in the fxhibit J attached hereto (the "Seller Retained General Miscellaneous Eareement") encumbering the Red Rock Land providing for rights substanset forth in this Secti_ 'o_ n 3,2,1, The purpose of the Seller Retained Generaaneous Easement Agreement is solely to put of record the possibility ording of the Seller Retained Specific Miscellaneous Easement and the pelocation thereof as provided in Sections 3.2.2 and 3.2.3 below, respectiver shall not have any right to use the easement created pursuant to the Sained General Miscellaneous Easement Agreement for any uses of or on ted property and may only use the affected property as provided for the Seller Retained Specific.M1_ Miscellaneous Easement Agreement. If 1i) the Seller Retained Specific Miscellaneous Easement Agreement has not ben executed and recorded on or before the fifth anniversary of the Closing Dal for reasons other than Buyer's 21 default or (ii) the Seller Retained Specific Miscellaneous Easement Agreement is executed and recorded by the Parties, the Seller Retained General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release the Seller Retained General Miscellaneous Easement Agreement. 3.2.2 From time to time after the Closing Date, Buyer and Seller shall cooperate to determine specific locations for the Seller Retained Miscellaneous Easements (the "Seller Retained Specific Miscellaneous Easement Locations") that do not materially interfere with Buyer's use of the Red Rock Land, taking into account any mitigations Seller offers to implement. Prior to designating such Seller Retained Specific Miscellaneous Easement Locations, Buyer shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with Buyer's right to exploit the Geological Features Right with respect to the Red Rock Land. If and to the extent that Buyer reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right with respect to the Red Rock Land, Seller and Buyer shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Miscellaneous Easement Locations (the "Seller Retained Specific Miscellaneous Easement A reemenf), which agreement.shall, among other things, contain provisions and permit uses substantially identical to those in the state industry standard practices for water lines and related facilities, including rights of ingress and egress to construct, use or maintain any roads to serve the water lines and'related facilities, provided that (A) in the case of easements for water lines, the width of the corridor specified by the Seller Retained Specific Miscellaneous. Easement Agreement shall not exceed the industry standard for the type of water line at issue; (B) the Seller Retained Specific Miscellaneous Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Miscellaneous Easement Agreement (the "Seller Retained Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Miscellaneous Easement, or to make any other use of the area covered by the Seller Retained Specific Miscellaneous Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement; (C) the Seller Retained Specific Miscellaneous Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Miscellaneous Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement and provided Buyer reimburses to Seller any costs and expenses incurred by Seller to . repair any damage or perform any maintenance of the road caused by Buyer or any person using the road with Buyer's permission, other than Seller; (D) the 22 . Seller Retained Specific Miscellaneous Easement shall generally be non- exclusive, but shall be exclusive in areas that by industry practice are exclusive (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by. Seller); and (E) regardless of the terms of the state industry standard practices for water lines, in no event shall the holder of the Seller Retained Specific Miscellaneous Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Miscellaneous Easement. 3.2.3 At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained Specific Miscellaneous Easement Agreement or the Seller Retained General Miscellaneous Easement Agreement, as applicable; to exclude any portions of the Red Rock Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Miscellaneous Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Miscellaneous Easement Agreement or Seller Retained General Miscellaneous Easement Agreeinent,;as applicable, in accordance with this Section 3.2.3. 3.2.4 The use of the Seller Retained Miscellaneous Easements shall be at no additional cost paid by Seller to Buyer; provided that nothing in this Section 3.2A shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. 3.3. Seller Retained License. An irrevocable, non-exclusive license, expiring on the fifth anniversary of Effective Date, to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Seller's development of renewable energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Seller shall provide Buyer a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3.4. Solar Option Rights. The Parties hereby agree that nothing in this Agreement shall be deemed to transfer to Buyer any of Seller's rights to the Option (as defined in the ReNu PSA) with respect to the Eligible Solar Land (as defined in the ReNu PSA). As between the Parties, Seller shall have the sole and exclusive right to the Option. 4. Purchase Price. 23 4.1. Amount. The purchase price for the Property is plus the Purchase Price Adjustment (the "Purchase Price"). 4.2. Payment of Purchase Price. The Purchase Price shall be payable in full at the Closing in cash by wire transfer of immediately available funds through escrow to a bank account designated by Seller in writing to Buyer prior to the Closing. 4.3. DepositBscrow Instructions. Substantially concurrently with the execution of this Agreement by Buyer, Buyer will make a non-refundable deposit with Title Company of f . 1 (the "De osit") in good funds either by certified bank or cashier's check or by federal wire transfer. Buyer has directed Title Company to hold the Deposit in escrow (the "Escrow") in an interest -bearing account pursuant to the form of escrow. instructions attached hereto as Exhibit K. All interest accrued on the Deposit shall be deemed income of Buyer. Buyer and Seller shall split all costs and fees imposed on the Deposit account by Title Company. At the Closing, Title Company shall release the Deposit and all interest accrued thereon to Seller and it shall be applied against the Purchase Price. 4.4. Closing Statement. As promptly as possible, but in any event no later than three (3) days prior to Closing, Seller shall prepare and deliver to Buyer a reasonably detailed statement (the "Closing Statement") setting forth Seller's reasonable good faith estimate of the Purchase Price Adjustment as calculated pursuant to Section 5. 'If Buyer has any objections to the Closing Statement, it shall prepare and deliver to Seller a reasonably detailed statement of its objections within one (1) day after receipt of the Closing Statement. The Parties shall use their reasonable efforts to negotiate in good faith to resolve such objections. If the Parties are unable to reach a resolution with respect to the objections, the dispute shall be resolved pursuant to the dispute resolution provisions set forth in this Agreement. If the dispute is not resolved prior to the Outside Closing Date, the Parties shall Close based on the undisputed portion of the Purchase Price Adjustment. 5. Purchase Price Adjustment. The "Purchase Price Adjustment" shall include an allocation of the costs and expenses set forth in this Section 5 as set forth below. 5.1. Adjustments. The following items shall be adjusted as of 12:01 a.m. on the Assumption Date (all of which net adjustments shall be to the amount payable by Buyer at Closing), in the manner set forth below and, if not expressly set forth below, in accordance with the custom of the locality in which the Red Rock Land is located: 5.1.1 Current real estate and personal property taxes assessed against the Real Property, and any water, sewer or other municipal (or quasi -municipal) improvement tax, charge or other assessment affecting the Property; provided should any charge or assessment be undetermined on the Assumption Date, the last determined charge or assessment shall. be used for the purposes of this apportionment; provided, further that any unpaid special assessments (whether assessed prior to, or after, the Assumption Date, but relating to the period prior to the Assumption Date) for transfers occurring or for improvements completed, 24 prior to the Assumption Date shall be the responsibility of, and paid by, Seller; and provided, further that any supplemental real estate taxes and/or assessments against the Property, which are levied within one (1) year after the Assumption Date but which are applicable to the period of time prior to the. Assumption Date (collectively, the "Supplemental Taxes"), will remain the responsibility of Seller,: and Seller hereby agrees to reimburse Buyer for the amount of the Supplemental Taxes within thirty (30) days after Seller's receipt of Buyer's written demand therefor accompanied by the appropriate tax bill for the Supplemental Taxes, such obligation of Seller to survive the Closing. For clarification purposes, Seller shall not be responsible for any reassessment of the Property due to the conveyance of the Property to Buyer. Seller hereby acknowledges and agrees that if Seller is not exempt from California real estate withholding requirements, Buyer may be required to withhold 31/3% of the Purchase Price pursuant to Section 18662 of the California Revenue and Taxation Code. 5.1.2 Water, electricity, gas and other utilities. 5.1.3 Without double -counting; interest earned on the Deposit which shall be a credit in favor of Buyer. 5.1.4 Transferable annual permit, license and/or inspection fees, if any. 5.1.5 All other items customarily prorated and/or adjusted at Closing in the locality in which the Red Rock Land is situated. 5.2. Project Agreements. The Purchase Price Adjustment shall include all costs incurred or rents paid by Seller in connection with the Project Agreements from and after the earlier of (i) the Effective Date and (ii) the Assumption Date, to the extent such costs are incurred with respect to the Red Rock Land; provided, that Seller agrees that it will not spend any amounts with respect to any Project Agreement, in each case with respect to the Red Rock Land, without the written consent of Buyer, which consent shall not be unreasonably withheld. 5.3. Recording Costs. The cost of recording the Deed and documentary stamp, transfer and recordation taxes shall be paid by Seller. 5.4. Escrow Fees. Escrow fees and charges shall be split by the Parties; provided, however, if the Agreement is terminated due to a default by one Party, the defaulting Party shall pay all escrow fees and charges. 5.5. Title Policy. Buyer shall be responsible for all costs associated with the Buyer's Title Policy, including all portions attributable to CLTA coverage and any ALTA or extended coverage or special. endorsements, including any additional premium charge(s) for endorsements and/or deletions of exception items which would otherwise be Permitted Exceptions; provided, that Seller, and not Buyer, shall pay the cost of endorsements and/or other title coverage accepted by Buyer as cures for Objectionable Title Matters. 25 5.6. Other Charges. All other costs of Closing shall be allocated between Seller and Buyer in accordance with custom in the locality in which the Red Rock .Land is situated. 6. Title. 6.1. Buyer's Title Policy. Seller has obtained the buyer's title commitment attached hereto as Exhibit L ("Buyer's Title Commitment"). Buyer shall order from the Title Company a title insurance policy for Buyer's Title Policy with respect to the Real Property in the form of the Buyer's Title Commitment (`Buyer's Title Policy"). Seller shall reasonably cooperate with Buyer to facilitate the issuance of Buyer's Title Policy; provided, however, that in no event shall Seller be obligated to provide any certificate, affidavit or indemnity in connection with Buyer's Title Policy (other than a standard seller's affidavit or pursuant to Section 6.3. below, in each case in a form provided by the Title. Company and reasonably acceptable to Seller). 6.2. Obiectionable Title Matters and Permitted Exceptions. Except for any new exceptions that were not previously reflected in the Buyer's Title Commitment with respect to which Buyer gives Seller written notice of objection within two (2) Business Days following Buyer becoming aware of such exceptions (collectively, "_Objectionable Title Matters"), Buyer shall be deemed to have approved all exceptions to and defects in title to the Real Property which are disclosed in the Buyer's Title Commitment, which are disclosed of record, or which would have been disclosed by an inspection of the Real Property, as of the Effective Date (including, without limitation, the Permitted Exceptions). Additionally, all exceptions and defects to which Buyer has not made timely objection to (as set forth above), and all such exceptions and defects to which Buyer does so object but later waives such objection as provided in this Section 6.2, shall be deemed Permitted Exceptions. 6.3. Lure of Objectionable Title Matters. With respect to any Objectionable Title Matter that is not a valid exception to Seller's title ("Inapplicable Exertions " including, without limitation, references to leases or tenancies which no longer exist, to instruments or documents which on their face or by law are no longer effective and to matters which have no apparent applicability to the Real Property), Seller shall use commercially reasonable efforts (e.g., furnishing the Title Company with an affidavit which may be required to establish that a lease or other instrument is no longer in effect or applicable to the Real Property) to have all such matters omitted as exceptions in Buyer's Title Policy; provided, however that nothing in this Section 6.3 shall relieve Buyer of its obligation to Close, regardless of whether and the extent to which any. Inapplicable Exceptions have been removed; provided, further, that Seller's obligations to have the Inapplicable Exceptions omitted as exceptions in Buyer's Title Policy shall survive the Closing. 6.4. Termination for Objectionable Title Matter. If, after giving Seller timely written notice under this Section 6.4 of any Objectionable Title Matter (other than Inapplicable Exceptions and any liens required to be removed pursuant to Section 6.5 below), Buyer has either (i) been informed by Seller in writing that it will not cause the removal of the Objectionable Title Matter or, (ii) not received by the date which is two (2) Business Days prior to the Outside Closing Date either (A) where such Objectionable Title Matter would otherwise 26 be within the scope of coverage of Buyer's Title Policy, written confirmation from the Title Company that such Objectionable Title Matter will not be scheduled as an exception in Buyer's Title Policy, or (B) written confirmation from the Title Company that it will affirmatively insure Buyer against loss resulting from such Objectionable Title Matter, by an endorsement to Buyer's Title Policy or otherwise, in each case reasonably satisfactory to Buyer, then Buyer shall have the right to terminate this Agreement by written notice of termination given to Seller and Title Company no later than one (1) Business Day prior to the Outside Closing Date. If Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have waived its objection to the Objectionable Title Matter(s) in question. Any Objectionable Title Matter with respect to which Buyer waives, or is deemed to have waived, its objection, as provided above, shall be deemed to be a Permitted Exception. 6.5. Removal of. Liens. Notwithstanding any other provision hereof, Seller shall obtain the full reconveyance, release or other discharge, of record, at or prior to Closing, of any mortgage, deed of trust or other consensual lien created by Seller with respect to the Real Property, or any other monetary lien caused by the act or omission of Seller (such as mechanic's liens or judgment liens). 7. Conditions of Closing. 7.1. For Buyer. Buyer's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Buyer in its sole and absolute discretion): 7.1.1 'Each and every representation and warranty of Seller set forth in Section 9.1 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.1.2 Seller shall have made all of the deliveries contemplated by Section 8.2.1 within the time periods specified in. such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Buyer, at its option, may (subject to any rights Buyer may have under Section 12.2) either (i) elect to complete the transactions contemplated by this Agreement, including accepting such title as Seller may convey (provided that, without limiting Seller's unconditional obligation to eliminate on or prior to Closing any Objectionable Title Matters that are monetary liens that can be eliminated by the payment of a sum of money, Buyer may elect to have any Objectionable Title Matters that may be eliminated by the payment of a sum of money not in excess of the Purchase Price paid and eliminated at the Closing from the net Purchase Price funds payable to Seller) or (ii) terminate this Agreement, whereupon Title Company shall promptly return to Buyer (within five (5) days) all sums deposited on account of this Agreement, including all interest earned thereon, and neither Party shall have any further rights or obligations under this Agreement. 27 7.2. For Seller. Seller's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Seller in its sole and absolute discretion): 7.2.1 Each and every representation and warranty of Buyer set forth in Section 9.3 herein shall have been true when made, and shall be true at the date of Closing, in all material respects; and 7.2.2 Buyer shall have made all of the deliveries contemplated by Section 8.2.2 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the Outside Closing Date, Seller, at its option, may terminate this Agreement and, if the failure of any of such conditions results from Buyer's breach of its obligations under this Agreement, retain the Deposit as the liquidated damages to which Buyer is entitled pursuant to Section 12.2. 8. Closing. 8.1. Closing Date. The Closing shall be held at the office of Latham and Watkins LLP in Los Angeles or at such other place as the Parties hereto shall mutually agree, such Closing to occur on or before the date that is seven (7) days after the Effective Date (the "Outside Closing Date'). Buyer and Seller shall endeavor in good faith to have the Closing occur by "mail," without the necessity for personal appearance by the Parties. 8.2. Deliveries. 8.2.1 By Seller. At least two (2) Business Days prior to the Outside Closing Date, Seller, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form and content reasonably acceptable to counsel for Buyer: (a) The deed conveying to Buyer or its assignee or designee title to the Property in the form of Exhibit M (the "Deed"), together with a separate statement (not to be recorded) of documentary transfer tax dated as of the Closing Date and signed by Seller or its representative stating the applicable conveyance and transfer taxes; (b) An affidavit of Seller dated as of the Closing Date as customarily required by the Title Company, addressed to the Title Company and Buyer, certifying that (a) no services have been performed .or materials supplied with respect to the Property during the period preceding the Closing Date for which, under local law, lien rights may exist (or waivers of mechanics' liens in the event any work shall have been performed or materials delivered within said period, unless in connection with any investigation of the Property undertaken by or on 28 behalf of Buyer prior to the Closing Date), and (b) no tenants or other parties are in or claim or assert rights to possession of the Property, in each case, other than under the Project Agreements. (c) A certification of. Seller, dated as of the Closing Date, addressed to Buyer, that all representations and warranties of Seller in this Agreement remain true and complete, that, to the best of Seller's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to this Agreement up to the Closing Date; (d) Such affidavits as may be customarily and reasonably required by Title Company; (e) All keys, security codes, maintenance records, plans, permits, certificates of occupancy, surveys and building specifications pertaining to the Property which Seller possesses, or to which Seller has access, as of the time of Closing, provided, however, that Seller may deliver such items outside of escrow directly to Buyer upon the Closing; (f) An assignment.in the form of Exhibit N: (g) A notice to each of the counterparties under the Project Agreements, each substantially in the form of Exhibit O; and (h) Other documents that may reasonably be required by Buyer and/or Title Company for the Closing. 8.2.2 By Buyer. At least two (2) Business Days prior to the Outside Closing Date, Buyer, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to the Title Company, in form and content reasonably acceptable to counsel for Seller: (a) A certification of Buyer, dated as of the Closing Date, addressed to Seller, that all representations and warranties of Buyer in this Agreement remain true and complete and that, to the best of Buyer's Knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any material respect, and that Buyer has performed all of its material obligations required by it to be performed pursuant to this Agreement prior to and during the Closing Date; (b). An assignment in the form of Exhibit N; and (c) Other documents that may reasonably be required by Seller and/or Title Company for the Closing. 29. 9. Representations and Covenants. 9.1. Representations by Seller. As of the Effective Date and the Closing Date, Seller hereby confirms that the following representations and warranties are true and correct in all material respects: 9.1.1 . Seller is a chartered city duly organized and existing under and by virtue of the. Constitution and laws of the State of California and its charter. Seller has full legal power and authority to enter into and perform this Agreement in accordance with its terms: The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Seller is a party or by which Seller may be bound or affected. 9.1.2 Seller has full right and title to convey the Property and no other persons or entities -are required to consent to or join in the instrument of conveyance to convey title to Buyer. To the extent any other party has any consent right, the Parties agree to obtain any required consents, if any, after the Closing pursuant to Section 2.9.3. There are no tenancies or claims of tenancies or possession affecting the Property other than those included in the Project Agreements. Seller has no Knowledge that anyone will, at the Closing, have any right to possession of the Real Property, except pursuant to the Project Agreements. 9.1.3 To the best of Seller's Knowledge, there are no outstanding, uncured notices of (and Seller has no Knowledge of) violations of law or applicable regulations, ordinances or codes affecting the Real Property. 9.1.4 Except as disclosed in writing to Buyer, Seller has not received notice of any condemnation proceeding against the whole or any part of the Real Property, and is not aware of any proposed or contemplated exercise of eminent domain with respect to the Real Property or any portion thereof, or private purchase and sale in lieu thereof. 9.1.5 To the best of Seller's Knowledge, the Real Property and each portion thereof is in full compliance with any restrictive covenants for Seller's and any tenant's present use of the Real Property. 9.1.6 Except as set forth in Exhibit P, Seller has never received, and has no Knowledge that the previous owner(s) of the Real Property have ever received, a citation or notice for violating any Environmental Laws (as defined below), with respect to all or any proportion of the Real Property and/or any business conducted upon the Real Property, nor has Seller any Knowledge or reason to 30 believe there exist any Contaminants upon the Real Property and, more particularly, to the best of Seller's Knowledge, except as set forth in Exhibit P no owner or occupant of the Real Property.has ever caused any discharge, release, spillage, loss, seepage or filtration of Contaminants from or on the Real Property (and there has been no determination by any governmental agency or any court of law that any owner or occupant of the Real Property has ever caused any such discharge, release, spillage, loss, seepage or filtration). Exhibit P contains a list of all environmental reports and notices with respect to the Real Property or any portion thereof which Seller is aware and which were prepared during the five years preceding the Effective Date, To the best of Seller's Knowledge, there are no underground or aboveground storage tanks at the. Real Property that contain or contained any Contaminants. 9.1.7 Each Project Agreement is in full force and effect. Seller has performed all obligations (including any obligations to perform work or pay construction and/or improvement allowances) and is not in default under any Project Agreements. Seller has no Knowledge of any defaults by any counterparty under any Project Agreement. All brokerage commissions, fees and other compensation and remuneration in connection with each Project Agreement (including with respect to the future exercise of any option to extend, renew and/or expand) have been (or will have been, as of the Closing Date) paid in full. 9.1.8 To the best of Seller's Knowledge, Seller has received no written notice that any counterparty under any Project Agreement is the subject of a bankruptcy or insolvency proceeding. 9.1.9 Seller is not the subject of a bankruptcy, insolvency or probate proceeding. 9.1.10 Other than the leases and any other contracts (including any leasing, management and maintenance contracts) included in the Project Agreements, Seller has no Knowledge of, and has not entered into, any lease, tenancy, occupancy or service agreement or any other agreement that will materially affect the Real Property after the Closing. 9.1.11 No notice has been either received or delivered by Seller or any other party regarding any outstanding default or breach under any of the Project Agreements, which has not been cured in full. 9.1.12 To the best of Seller's Knowledge and belief, there are no pending or threatened lawsuits or proceedings concerning the whole or any part of the Real Property or any tenant on the Real Property, 9.1.13 The Property constitutes, one or more separate tax lots under applicable laws, ordinances and regulations and no further subdivision or re -subdivision is required for the conveyance of the Property to Buyer. 31 9.2. As -is, Where -is, With All Faults. Buyer has had an opportunity to review all aspects of the Property to its full and complete satisfaction. Except for Seller's express representations, warranties and covenants contained herein, (a) Buyer has agreed to accept the Property "AS -IS, WHERE IS, AND WITH ALL FAULTS," and (b) Buyer unconditionally and completely releases Seller from any and all costs, liability, damage, injury, expense, cause of action, claims and liabilities of every nature now or hereafter arising (collectively, "Claims") with respect to the condition of the Property, including any such Claims that Buyer does not know or suspect to exist in its favor as of the Effective Date, which if known to Buyer would have materially affected Buyer's willingness to enter into this Agreement. Without making the foregoing release a general release, Buyer hereby waives Section 1542 of the California Civil Code, which reads as. follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Buyer acknowledges that Buyer is . represented by counsel and that Buyer understands the significance of executing this Agreement and the release of claims set forth above. Buyer's Initials: Except for the express representations and warranties of Seller set forth in this Agreement, Buyer acknowledges and agrees that Seller has made no warranties or representations of any nature whatsoever as to the Property. Except as expressly set forth in this Agreement, Seller disclaims any and all express or implied representations and warranties, and Buyer waives irrevocably all of same (including, but not limited to, the size of the Property, the zoning and current entitlements, the suitability of the Property for Buyer's intended use, the feasibility of additional entitlements; the effects of governmental restrictions, soils and geology conditions, access, ingress and egress, easements with respect to the Property, the presence of Contaminants, condition of title, insurability and all other matters of any and every nature concerning the Property). 9.3. Representations by Buyer. As of the Effective Date and the Closing Date, Buyer hereby confirms that the following representations and warranties are true and correct in all material respects: 9.3.1 Buyer is a f 1. Buyer has full legal power and authority to enter into and perform this Agreement in accordance with its terms. The person signing this Agreement on behalf of Buyer is authorized to do so. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in 32 connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Buyer is a party or by which Buyer may be bound or affected. 9.3.2 The execution and delivery of this Agreement and the payment and performance by Buyer of its payments and obligations hereunder require no further action or approval in order to constitute this Agreement as a binding and enforceable obligation of Buyer and all such actions have been duly taken by Buyer. 9.3.3 Except for the express representations, warranties and covenants of Seller set forth in this Agreement, upon Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations, and, except for Seller's express representations, warranties and covenants contained herein, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, liability, causes of action with respect to the condition of the Property, including such for toxic torts or other such environmental claims, losses, damages, costs and expenses (including attorneys' fees and court costs) of each and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller (and Seller's members, officers, managers, attorneys, agents or representatives) at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property. 9A. Seller's Covenants. During the period of time following the Effective Date and on or prior to the Closing Date: (a) Seller shall not consent to any liens, attachments or other encumbrances being placed, filed or recorded against the Property or any portion thereof without Buyer's express written consent; (b) Seller shall maintain the Real Property (including all buildings and grounds) in their usual and normal condition, and as required pursuant to the Project Agreements and other agreements affecting the Real Property; (c) except as provided in Section 2.9.3, Seller shall not enter into any modification, amendment or termination of any Project Agreement affecting the Property, or the grant of any concessions thereunder, without the prior written consent of Buyer; and (d) Seller shall perform any of the obligations required to be performed by it under any of the Project Agreements. 9.5. Buyer's Covenants. Seller is engaging in the transaction hereunder with the understanding that Buyer intends to explore theuse of and primarily use the Red Rock Land for the development of renewable energy resources. Buyer hereby covenants to explore the development of renewable energy resources on the Red Rock Land. 10. Risk of Loss. The risk of loss or damage to the Real Property or any personal property by fire or other casualty or cause beyond Seller's control, or the taking or proposed 33 taking of all or a portion of the Real Property by condemnation, eminent domain or other governmental acquisition proceedings (collectively, "Property Damage") in advance- of the Closing Date shall be borne by Seller. In the event of Property Damage that involves a sum of less than $250,000, Buyer shall accept the Real Property as provided in this Agreement without any reduction of the Purchase Price, and Buyer shall be entitled to an assignment from Seller of all insurance proceeds or condemnation or other award due or payable on account of such Property Damage, plus a closing statement credit equal to the deductible under such policy, less any amount actually expended by Seller in connection with the repair (including temporary repair) or replacement of such Property Damage. In the event that such Property.Damage involves a sum in excess of $250,000, Buyer shall accept the Real Property as provided in this Agreement with a reduction of the Purchase Price equal to the amount of such `Property Damage not actually mitigated by Seller; provided, that the reduction of the Purchase Price shall be reduced by all insurance proceeds or condemnation or other award due or payable on account of such Property Damage and assigned to Buyer by Seller. 11. Agreements. 11.1. Private Property Negotiation Rights. As between the Parties, for a period of five (5) years commencing on the Closing Date, Buyer shall have the exclusive right to negotiate an arrangement, including any purchase, lease or easement arrangement, for any power generation activities with the owners of -private property located within Section 14, Township 30, Range 35 and Section 22, Township 30, Range 35 (such private property, the "Landlocked Land"). Notwithstanding the foregoing, during such five (5) Year period Seller shall have the right to seek nonexclusive rights -of -way or other rights with, respect to Landlocked Land for access, studies, construction laydown and similar matters reasonably necessary to support the construction, operation and maintenance of any energy projects on any of the Vernon Retained Land; provided, that such non- exclusive rights do not interfere with Buyer's right to seek power generation development rights on the.Landlocked Land. 11.2. BLM Nego� tiation Rights. There are certain BLM parcels located in and around the Vernon Retained Land (the `BLM Parcels"). Nothing in this agreement confers any exclusive rights with respect to the BLM Parcels. The Parties agree to share any wind, environmental or other data and studies pertaining to the BLM Parcels as of the Effective Date. The Parties agree to negotiate in good faith a commercial arrangement after the Closing regarding exclusive development rights on the BLM Parcels. 11.3. Actions Respecting the Property. As of the Effective Date and until the Closing Date, except as otherwise required by law, each Party agrees not to (i) engage in any substantive communication with any. public agency with jurisdiction over the Property; (ii) make any public disclosure or statement regarding the Property, (iii) make any commitment or promises with respect to the Property; or (iv) take any action that affects the entitlements or applications for entitlements. with respect to the Property, without first giving prior notice and obtaining the consent of the other Party, which consent is not to be unreasonably withheld, as well as providing an opportunity for the other Party to participate in any such activity. In the event a Party is required by law to engage in conduct in contravention of any of provisions (i) through (iv) above, such Party 34 shall provide prompt written notice of the same to the other Party, who shall be entitled to seek an appropriate protective order or other judicial remedy at its sole cost and expense. 11.4. Mutual Cooperation. The Parties agree to cooperate reasonably after the Closing with respect to renewable energy project development on land that either Party owns or controls in and around the Wind Land, including without limitation the following: (1) sharing copies of permit applications, studies, data, surveys for sensitive and protected resources, and raw wind monitoring data, (2) sharing similar information developed on land owned by BLM and private parties in the vicinity of any such projects, (3) refraining from making any public statements .or comments in opposition to any such project of the other Party, (4) providing other commercially reasonable assistance in the development of such projects, (5) agreeing to share, on a commercially reasonable basis, infrastructure (including roads, transmission and other infrastructure) for such projects, in each case, with a commercially reasonable cost allocation between the Parties. 11.5. Further .Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other Party to consummate the transaction contemplated by this Agreement. The provisions of this Section 11.5 shall survive Closing. 11.6. Extensions Due to Force Majeure. If because of a Force Majeure either Party is unable to. meet any deadlines in this Agreement, including, without limitation, deadlines for the designation of easements or execution of agreements related thereto, such Party shall receive an extension of the applicable deadline corresponding to the delay caused by the Force Majeure; provided, that: 11.6.1 the Party claiming Force Majeure, no more than five (5) Business Days after the initial occurrence of the claimed Force Majeure event, gives the other Party notice describing the particulars of the occurrence; 11.6.2 the Party claiming Force Majeure, within ten (10) Business Days of providing notice of the occurrence of the Force Majeure, provides evidence reasonably sufficient to establish that the occurrence constitutes a Force Majeure as defined in this Agreement; and 11.6.3 the duration of the Force Majeure shall not deemed to be any longer than is reasonably necessary for the Party claiming Force Majeure to meet the applicable deadline hereunder. Provided, that if the Party claiming Force Majeure fails to provide timely notice as provided in Sections 11.6.1 and 11.6.2 the duration of the extension allowed as a result of the Force Majeure shall be reduced on a day -for -day basis corresponding to the number of days by which such Party failed to provide timely notice. 12. Default: Liquidated Damages. 35 12.1. Remedies of Seller. IN THE EVENT THAT THE SALE OF THE PROPERTY FAILS TO CLOSE BY THE OUTSIDE CLOSING DATE AS A RESULT OF ANY BREACH OR DEFAULT OF BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT, INCLUDING ALL INTEREST ACCRUED THEREON, AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR . BUYER'S BREACH OR DEFAULT AND AS FULL LIQUIDATED DAMAGES (AND NOT AS A PENALTY OR FORFEITURE) FOR SUCH BREACH IN VIEW OF THE UNCERTAINTY AND IMPOSSIBILITY OF ASCERTAINING SUCH DAMAGES TO SELLER. BOTH SELLER AND BUYER AGREE THAT THE AFORESAID AMOUNT CONSTITUTES A REASONABLE FORECAST OF DAMAGE WHICH WOULD BE SUSTAINED BY SELLER IN THE EVENT OF BREACH BY BUYER CONSIDERING ALL THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER SHALL HAVE NO FURTHER LIABILITY EITHER IN LAW OR IN EQUITY FOR BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING FAILURE OR REFUSAL TO ACCEPT TITLE TO THE PROPERTY) AFTER DELIVERY OF THE DEPOSIT TO SELLER. SELLER'S INITIALS: BUYER'S INITIALS: 12.2. Remedies of Buyer. In the event that the sale of the Property fails to close as a result of any breach, default, act or omission of Seller, Buyer, at its option, may either (i) elect to complete the. transactions contemplated by this Agreement notwithstanding. Seller's breach (including the prosecution of an action for specific performance, if necessary), in which event Buyer conclusively shall be deemed to have waived all Seller's breaches known to Buyer as of the Closing, or (ii) terminate this Agreement, in which event (a) the Deposit, together with all interest earned thereon, shall be promptly (within five (5) days) returned to Buyer, (b) Seller shall reimburse Buyer for out-of-pocket expenses actually incurred by Buyer (including reasonable attorneys' fees) for the examination of the Property, preparation 'and negotiation of this Agreement, conducting its inspections of the Property and preparation for Closing, up to a maximum of $500,000.00, and (c) Buyer conclusively shall be deemed to have waived all other rights and remedies arising out of Seller's breaches. 13. Brokerage. With respect to the.transaction contemplated by this Agreement, each of Seller and Buyer represents that it is not represented by a broker, except that Seller has been represented by Barclays Capital as its financial advisor. Seller hereby agrees that it is solely liable for any commissions or fees payable to Barclays Capital. Each Party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said Party will protect, indemnify, defend and hold the other Party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith. 14. Assignment: Binding Effect. 14.1. Buyer may, without the consent of Seller, and without being relieved of any liability hereunder, (a) at any time, assign its rights under this Agreement to any 36 affiliate, but only if the affiliate assumes in writing the obligations hereunder and provides to Seller an original _ of such assignment and assumption agreement (and provided that the assignment does not have the effect of causing the conveyance of any property to be conveyed by Seller hereunder to violate any law) or (b) solely after the Closing,. assign its rights under this Agreement (in whole or in part) to a buyer of all or a portion of the Property; provided, that any such assignment shall be subject to the Seller Retained Easements and the Seller Retained License. 14.2. Seller may not assign its rights under this Agreement prior to the Closing. 14.3. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective legal representatives, heirs, administrators, executors, successors and assigns. 15. Entire Agreement, Modifications,• Advice of Counsel. This Agreement embodies the entire contract between the Parties hereto with respect to the Property and the subject matter hereof and supersedes any and all prior negotiations, agreements and understandings, written or oral, formal or informal, all of which are deemed to be merged herein. No modification or amendment to this Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer, and no notice of any extension, change, modification or amendment made or claimed by Seller or Buyer (except with respect to expressly permitted unilateral waivers or extension rights) shall have any force or effect whatsoever unless the same are endorsed in writing and fully signed by Seller and Buyer. This Agreement has been drafted through a joint collaborative effort of the Parties, each of which has been represented by competent, qualified, independent counsel. Each of Buyer and Seller hereby acknowledges and agrees that (i) it has been represented by such competent, qualified, independent counsel in connection with this. Agreement; ii it has. executed and delivered this Agreement with and based on the advice and .guidance of such counsel; and (iii) this Agreement is the result of full and deliberate negotiations between the Parties hereto and the advice and assistance of their respective counsel and, therefore, any generally applicable rule of construction to the effect that ambiguities in a document or agreement are to be construed in the manner Iess or least favorable to the drafting Party shall not apply to this Agreement; accordingly, since this Agreement and its. provisions were the subject of such a joint and collaborative effort, any ambiguity in this Agreement or any of its provisions shall not be construed in favor of or against either of the Parties. Without limiting the generality of the foregoing, each of Buyer and Seller hereby acknowledges and agrees that the fact that this Agreement was prepared by one Parry's counsel as a matter of convenience shall have no import or significance whatsoever. Any uncertainty or ambiguity of this Agreement shall not be construed against either Party because of the fact that the other Party's counsel prepared this Agreement in its final form. 16. Pronouns; Joint and Several Liability. All pronouns and nouns and any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties or the context may require. 17. Invalidity. If any term or provision of this Agreement shall to any extent or for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but the remainder of this Agreement and CM each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, subject to such modification hereof as may be necessitated by such invalidity. 18. Applicable Law. This Agreement shall be governed by end construed in accordance With the laws of the State of California. 19. 1pt. Any notice required or given under this Agreement hall be effective when deposited with the United States mail, certified, return receipt requested, ostage prepaid, or upon delivery (or refusal of delivery) when sent by overnight courier servic or by facsimile transmission, and addressed to the following addresses: If to Seller: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Donal ®'Callaghan, City Administrator Telephone No. (323) 583-8811 Facsimile No,: (323) 587-7596 with 0 0apy to Rlehftw§3 wataon and Gerson �58 96A 6rflld AVNu03 40fh Flibor Ld§ Aflgelie3 @A 00011=1469 AttentfY341i r*'MMU; hggi; Vernon City Attorney TelephRi N0: 0) &&9494 Facsfiriile %.*- �" 1�) �.6=WN with a copy to: Latham & WA'in W 355 South�"JA VM'6 LosAngd6. alfiPdMW` W7,14560 Attention: &'i e"r`s, I�sq. Telephone No.: (213) 485-1234 Facsimile No.: (213) 891-8763 If to Buyer: Either Party may designate by notice given to the other a new address to which6tices intended for such Party shall thereafter be given. 11 20. Calculation of Time. Whenever in this Agreement a period of a is stated as a number of days it shall be construed to mean calendar days; provided, how that. when any period of time so stated would end upon a Saturday, Sunday or legal holidauch period shall be deemed to end upon the next day following which is not a Saturday, Sundibr legal holiday. 38 i i i` 21. Expenses. Whether or not the transactions contemplated under this Agreement are consummated, each Party, unless otherwise provided, shall pay its own expenses incident to the preparation and performance of this Agreement, including, without limitation, attorneys' fees. 22. Waivers; Extensions. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act. 23. Exhibits. All exhibits attached to this Agreement are hereby incorporated by this reference into this Agreement. 24. Counterparts: Captions. This Agreement may be executed in counterparts, each of which shall be deemed an original. The captions are for convenience of reference only and shall not affect the construction to be given any of the provisions hereof. 25. Attorneys' Fees. .Except as provided in Section 28.3, if either Party becomes involved in an action or proceeding or litigation arising out of this Agreement or the performance thereof, the prevailing Party shall be entitled to its attorneys' fees and costs (including attorneys' fees and costs pursuant to 11 U.S.C.) from the other Party. Unless judgment goes by default, the attorneys' fee award shall not be computed in accordance with any Court schedule, but shall be such as to fully reimburse all attorneys' fees and costs actually incurred in good faith, regardless of the size of the judgment, it being the intention of the Parties to fully compensate for all the attorneys' fees and costs paid or incurred.in good faith; provided, however, said attorneys' fees and costs shall in no event exceed the amount of any monetary judgment. 26. Survival. The representations, warranties and covenants of Seller and Buyer contained herein (other than Section 9 hereof) shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall- survive the Closing Date; provided, that the representations, warranties and covenants of Seller and Buyer contained in Section 9 hereof shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall survive the Closing Date for a period of only one (1) year after the Closing Date. 27. Approvals. Any approval by Buyer or Seller that is required not to be unreasonably withheld shall be understood to mean not to be unreasonably withheld, delayed or .conditioned. 28. Disputes. 28.1. Dispute Resolution. Except as provided in the next sentence, the sole procedure to resolve any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to the terms of this Agreement, or to either Party's performance or failure of performance under this Agreement ("Dispute'), is the dispute resolution procedure set forth in this Section 28. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, 39 in which case both Parties nonetheless can continue to pursue resolution of the Dispute by means of this procedure. 28.2. Manaeement Ne otiations. 28.2.1 The Parties will attempt in good faith to _resolve any Dispute by prompt negotiations between each Party's authorized representative, or such other person j designated in writing as a representative of the Party (each a "Manager"). Either Manager may request a meeting to be held in person or telephonically to initiate negotiations to be held within ten (10). Business Days of the other Party's receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies ("Executive(s)"), who shall have .authority to settle the dispute. Within five (5) Business Days of the Initial. Negotiation End Date ("Referral Date"), .each Party shall provide one another written Notice confirming the referral and identifying the name and title of the Executive who will represent the Party. 28.2.2 Within five (5) Business Days of the Referral Date, the Executives shall establish amutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. 28.2.3 All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential, compromise/settlement negotiations and shall not be used or referred to or admissible in any subsequent binding adjudicatory process between the Parties. 28.2.4 If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section 28.2.1, refuses or does not meet within the ten (10) Business Day period specified in Section 28.2.1, either Party may initiate final binding arbitration of the Dispute according to the terms of the . following Section 28.3. 28.2.5 Neither Party shall seek to commence any litigation or arbitration proceeding without first satisfying this Section 28.2, and any failure of a Party to do so shall constitute a sufficient basis for dismissal without prejudice of any proceeding so attempted. 28.3. Arbitration. Either Party may initiate binding arbitration with respect to the Dispute by serving upon the non-moving Party a written demand for binding arbitration. Any such arbitration proceeding shall be before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric industry that has previously served as an arbitrator with AAA,. CPR, JAMS, or any other mutually agreeable arbitrator (the "Arbitrator'). The Arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party or their Affiliates and be bound by the California `Ethics Standards for Neutral Arbitrators in Contractual Arbitration." The Parties shall cooperate with one another in promptly selecting the Arbitrator and in scheduling the 40 arbitration to commence no later than one hundred eighty (180) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Such arbitration shall be conducted.- in accordance with the laws of the State of. California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the .arbitration shall be in Los Angeles County, California. Prehearing discovery shall be limited as follows. Subject solely to the authority of the Arbitrator to modify the provisions of this subsection before the arbitration hearing upon a showing of exceptional circumstances, each side in the arbitration shall be entitled to take up to three (3) discovery depositions. No more than ten (10) interrogatories (including all subparts) shall be permitted. No residual, shadowed or deleted data or metadata shall be required to be produced. Any disputes concerning discovery obligations or protection of discovery materials shall be determined solely by the Arbitrator. The foregoing limitations shall not be deemed to limit a Parry's right to subpoena witnesses or the production of documents at the arbitration hearing, nor to limit a Parry's right to depose witnesses that are not subject to subpoena to testify in person at the arbitration hearing; provided, however, that the Arbitrator may, upon motion, place reasonable limits upon the number of such testimonial depositions. No deposition (discovery or testimonial) shall exceed eight (8) hours in length. All direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. Each Party shall cooperate in making available for cross-examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Only damages allowed pursuant to the terms of this Agreement may be awarded and, without limitation to the foregoing, the Arbitrator shall have no jurisdiction to consider (a) any punitive, exemplary, special, indirect, incidental, consequential or similar damages arising under, arising out of or related to this Agreement or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss or (b) any challenge to the validity of the limitation of liability provisions contained in this Agreement. The Arbitrator shall be bound by the terms and conditions of this Agreement, and any relevant evidence and testimony, and shall render the decision within thirty (30) calendar days following conclusion of the arbitration hearing. The award rendered by the Arbitrator shall be (i) in writing, signed by the Arbitrator, stating the reasons upon which the award is based and (ii) final and binding upon the Parties. Judgment on the award may be entered and enforced by any court of competent jurisdiction thereof. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Parry's individual attorneys' fees and costs related to such Parry's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, in such manner as the Arbitrator shall determine. 41 Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. Should it become necessary for the prevailing Party to seek judicial enforcement of the arbitration award, all attorneys' fees and costs associated with that effort shall be taxed against the losing Party. 28.4. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT: 29. Irrevocable Offer. By executing and delivering this Agreement to Seller, Buyer hereby irrevocably offers to enter into this Agreement until the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, and Buyer acknowledges that Seller has advised Buyer that Seller will be taking certain actions in reliance of Buyer's irrevocable offer. This irrevocable offer may accepted by Seller at any time on or before the date that is seven (7) days, after Seller's receipt of Buyer's executed signature page by delivery of an executed counterpart of this Agreement to Buyer. In the event that Seller has not executed and delivered this Agreement to Buyer by the date that is seven (7) days after Seller's receipt of Buyer's executed signature page, Buyer's irrevocable offer shall lapse, unless otherwise extended in writing by Buyer, and Buyer shall be entitled to a full refund of the Deposit, including any interest accrued thereon. [signature page follows) 42 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. BUYER: f l By: Name: Title: Date: SELLER: CITY. OF VERNON, ATTEST: a California chartered city By: Name: Title: Date: S-1 By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Final Exhibit Confidential EXHIBIT A TO PURCFIASE AND SALE AGREEMENT DESCRIPTION OF WIND LAND 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 31, 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 36, 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. 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, nine 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 I, 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 31, 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 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2059159.1 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and 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'/z 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 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 '/2 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 731, 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''/z interest in all oil, gas and hydrocarbon substances, within or underlying said Iand, 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 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, 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. Exhibit A to Purchase and Sale Agreement 2 LA\2059159.1 Parcel 13: (APN: 442-030-03) Section 14, 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 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 1 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, 1946 (60 Stat. 755), all uranium, thorium 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. Exhibit A to Purchase and Sale Agreement LA\2059159.1 3 Parcel 20: (APN: 444-020-09) 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. Parcel22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, 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. Parcel23: (APN: 444-010-10) Section 11, 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 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: 444-040-02) 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 there of. Parcel 28: (APN: 444-040-15) Section 21, 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. Exhibit A to Purchase and Sale A reemen_t 4 LA\2059159.1 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- incorporated area, County of Kern, 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. Exhibit A to Purchase and Sale APreement LA12059159.1 5 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 21, 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) Tractional 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. Parcel46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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. Exhibit A to Purchase and Sale Agreement W269159.1 6 Pa reel 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. Parcel 49: (APN: 444-040-18 & 19) 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. Parcel50: (APN: 444-050-04) Section 25, 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. Parcel51: (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) 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. Parcel53: (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 29, 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. Exhibit A to Purchase and Sale Agreement 7 LA12059159.1 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. Exhibit A to Purchase and Sale A reement LA12059159.1 8 Final Exhibit Confidential EXHIBIT B TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County. of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00=9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel9: APN 444-040-13-00-6 and 444-040-09-00-5 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 ]6, Township 30 South, Range 35 East, Mount LA12061107.1 Diablo Base and Meridian, in the unincorporated are the Official Plat thereof. a, County of Kern, State of California, according to Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-03.0-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Exhibit B to Purchase and Sale Aereement LAV061107.1 2 Parcel 19; APN 444-010-13-00-7 The North half Ofthe Northeast Quarter, the Southwest Quarter of the Northeast Quarter, the Southeast Quarter of the Nurthwast Quarter, the West half of the Southeast Quarter, and the East half of the 8bitthWe9t QURH@r, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the UhIti rporatgd area, County ofKern, State of California, according to the Official Plat thereof. PUMA A APN ISS-110-04.00.9 Sectidil l'® ii§lii 29 South, Range 35 B1184 Mount Diablo Base and Meridian, in the unincorporated area, d6-dii y Of kBfll, SM Of talifofffld, Mording to the Official Plat thereof. Except all oil, gas, oil shald; i bal3 phoaphi ft 80 fth,, gold, silver and all other mineral deposits contained in said land, and further reseiVifi ta th@ M910 Of 01111brnia and parsons authorized by the State, the right_ to drill for and extract such depb§119 of bil aiid 9H, ®r gas, and to prospect for, mine and remove such deposits of other minerals from said land Nd t® @@eNpy and use so much of the surface of said land as may be required therefore, upon E6fllPliilft0- With the Conditions and subject to the provisions and limitations of Chapter 5, Part 11 Dli%i91OR 6 @fthC Pablit: Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, NeW M 90MC1W Records. Parcel 21: APN 153-180-09-01=i The East half of Fractional Section 31; TOMh N South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area; ieURVY 4 State of California., according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, ToQ,, A421� &A, Mange 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of , ��tC ;Ai0Atifornia, a�ccordingto the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 ia`A VA4h4 biablo Base and Meridian, ill the unincorporated area, County of Kern, State of Cu iibfiila, according to the Official Plat thereof. Exhibit B to Purchase and Sale Agreement LAU061107.1 3 Final Exhibit Confidential EXHIBIT C TO PURCHASE AND SALE AGREEMENT DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots i and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36 '/s 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 Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 '/z 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 731, Page(s) 490 of Official Records. ' LAX2061112.1 Parcel 6: (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 7: (APN: 442-610-02) 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 '/2 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442=030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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, 1946 (60 Stat. 755), all uranium, thorium 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 Exbibit C to Purchase and Sale A reement LA12061112.1 2 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 therco f. Parcel 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Parcel20: (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. Exhibit C to Purchase and Sale Agreement 3 LA12061112.1 Parcel 21: (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 22: (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. Parcel23: (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 Meridianjn the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-100-02) Section 173 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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (APN: 444-1I0-08) 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 29, (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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 there of. _Exhibit C to Purchase and Sale Aereernent 4 LAUG61112.1 Parcel 30: (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 31: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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. Parcel33: (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 34: (APN: 444-120-02) Section 29,.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. Exhibit C to Purchase and Sale Agreement 5 LA\2061112.1 Final Exhibit Confidential EXHIBIT D TO PURCHASE AND SALE AGREEMENT FORM OF RED ROCK GENERAL TRANSMISSION. EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: RED ROCK TRANSMISSION EASEMENT AGREEMENT THIS RED ROCK TRANSMISSION EASEMENT AGREEMENT (this "Red Rock Transmission Easement Agreement") is made as of February U, 2010, by the CITY OF VERNON, a California chartered city, with an address of 4305 Sante Fe Avenue, Vernon, CA. 90058 ("Grantor"), to f 1("Grantee"), with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Red Rock Easement Land"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between Grantor and Grantee and dated as of February U, 2010 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements located in, over, across and through the Red Rock Easement Land appurtenant to and benefiting the Red Rock Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Red Rock Land located in, over, across and through the Red Rock Easement Land (i) to permit Grantee to access and use electric power transmission lines to one of (a) the Los Angeles Department of Water and Power ("LADWP"), (b) Southern California Edison ("SCE") or (c) any other applicable transmission owner LA\2061115.1 (collectively, the "Transmission Owners") and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below) (collectively, the "Red Rock Transmission Easement"). For the purposes of this Red Rock Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Red Rock Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Red Rock Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Easement Land. 2. Effectiveness. Grantee shall have no right to use the Red Rock Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Red Rock Transmission Easement within the Red Rock Easement Land (the "Red Rock Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Red Rock Transmission Easement Agreement, which shall amend and restate this Red Rock Transmission Easement Agreement to, among other things, amend Exhibit A .hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Red Rock Easement Land that are not part of the Red Rock Specific Transmission Easement Route (the "Amended and Restated Red Rock Transmission Easement Agreement"), on such terns and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Red Rock Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Red Rock Transmission Easement Agreement, which shall contain those provisions required pursuant to Section 2.4 of the PSA with respect to the "Red Rock _Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses;' provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (F) of Section 2.4.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Red Rock Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Red Rock Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Red Rock Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Red Rock Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 2.4.3 of the PSA, C. a provision that, except as specifically provided for in Section 2.4 of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2.4.6 of the PSA, and Exhibit D to Purchase and Sale A reement LA\2061115.1 d. provisions providing for Grantor's right, at any time after the Closing Date (as defined in the PSA), to request that the Amended and Restated Red Rock Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Easement Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Red Rock Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 2.4.4 of the PSA. 3. Term. If the Amended and Restated Red Rock Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Red Rock Transmission Easement Agreement shall automatically expire and be of no furtherforce or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Red Rock Transmission Easement Agreement. 4. Payment. Except for the express reimbursement -and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Red Rock Transmission Easement Agreement, no additional payment shall be required of Grantee for the Red Rock Transmission Easement. t 5. No Gift or Dedication. Nothing contained in this Red Rock Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Easement Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Red Rock Transmission Easement and rights granted in this Red Rock Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Red Rock Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Easement Land, but all of the provisions of this Red Rock Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Easement Land or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Red Rock Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assigns; Covenants Running with the Land. This Red Rock Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and .licensees. All of the provisions of this Red Rock Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. Exhibit D to Purchase and Sale A reement LAU061115.1 9. Severability. If any provision of this Red Rock Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Red Rock Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Red Rock Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Red Rock Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Red Rock Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Red Rock Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. - In the event of any breach or threatened breach of any provision of this Red Rock Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Red Rock Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Red Rock Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. Exhibit A to Purchase and Sale Agreement LA120611 IS.] 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 16. Counterparts. This Red Rock Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Exhibit D to Purchase and Sale Aereement LAV061115.1 IN WITNESS WIEREOF, Grantor and Grantee have executed this Red Rock Transmission Easement Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: A California chartered city By: By: Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: GRANTOR'S ACKNOWLEDGMENT State of California ) County of ) On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to 'be that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit D to Purchase and Sale A reement LA\2061115.1 GRANTEE: By: Name: Title: GRANTEE'S ACKNOWLEDGMENT State of California County of On before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ate subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit D to Purchase and Sale Agreement LA\2061115.1 EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK EASEMENT LAND [To come from Exhibit C to PSA] Exhibit D to Purchase and Sale Agreement. LA\2061115.1 Final Exhibit Confidential DESCRIPTION OF RED ROCK EASEMENT LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The Wesl half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36'/2 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 !/z 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 731, Page(s) 490 of Official Records. LA12059165.1 Parcel 6: (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 7: (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''/2 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 thereo f. Parcel 9: (APN: 442-030-03) Section 14, 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 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, 191.6 (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 10: (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 11: (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 12: (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, 1946 (60 Stat. 755), all uranium, thorium 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 LA\2059165.1 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Parcel20: (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. LA\2059165.1 Parcel21: (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 22: (APN: 444-090-01) i 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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (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 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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. 4 LA\2059165.1 Parcel 30: (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 31(APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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 33: (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 34: (APN: 444-120-02) Section 29, 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. 5 LA\2059165.1 EXHMIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF RED ROCK LAND [To come from Exhibit B to PSA] Exbibit D to Purchase and Sale A reement LA12061115.1 Final Exhibit Confidential DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6,"Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 LA\2059160.1 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 2 LA\2059160.1 Southwest Quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. 3 LA\2059160.1 EXHIBIT B CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City.f Vernon by that certain dated , 2010 executed by is hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. of the City Council of the City adopted on 2010, and the grantee consents to recordation thereof by its duly authorized officer. Date: CITY OF VERNON DONAL O'CALLAGHAN City Administrator. ATTEST: Manuela Giron, City Clerk (Property: Assessor's Parcel Nos. ) ACKNOWLEDGMENT State of California ) County of Los Angeles ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/tier/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)__ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public EXHIBIT 35 Def aware PAGE 1 die .first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "NORTH SKY RIVER ENERGY, LLC" IS DULY FORMED UNDER THE LAWS OF THE SPATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWELFTH DAY OF FEBRUARY, A.D. 2010, 4787527 8300 100134622 You may verify this certificate on.cine at carp .delaware.goy/authver.shtml Jeffrey W. Bullock, Secretary of State AUTHEN C TION: 7808235 DATE: 02-12-10 f Delaware PAGE 1 the First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "NORTH SKY RIVER ENERGY, LLC", FILED IN THIS OFFICE ON THE TWELFTH DAY OF FEBRUARY, A.D. 2010, AT 11:09 O'CLOCK A.M. 4787527 8100 100134622 You may verify this certificate oniine at corp.delapare.gov/authver.shtm2 Jeffrey W. Bullock, Secretary of State AUTHEN C TION 7808234 DATE: 02-12-10 State of Delaware Secretary of State Division of Corporations Delivered 11:11 AM 0211212010 FILED 11:09 AM 0211212010 SRV 100134622 - 4787527 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION The undersigned, an authorized natural person, for the purpose of forming a Iimited liability company under the provisions and subject to the requirements of the laws of the State of Delaware (including Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and reforred to as the "Delaware Limited Liability Company Act"), hereby certifies that: MII T: The name of the limited liability company (hereinafter called the "limited liability company') is North Slay River Energy, LLC CO The address, of the registered office and the name and address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are: Executed this day February 12, 2010 The Corporation Trust Company 1209 Orange Street Wilmington, DR 19801 By: Orin Shakerdg An Authorized Person LIMITED LIABILITY COMPANY AGREEMENT OF NORTH SKY RIVER ENERGY, LLC This Limited Liability Company Agreement (this "Agreement") of North Sky River Energy, LLC (the "Company") is made and entered into by EST Energy, LLC, a Delaware limited liability company, as the initial member (the "Member"). The Member has authorized the execution of a Certificate of Formation of the Company and the filing thereof with the Secretary of State of the State of Delaware for the purpose of forming the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. section 18-101, et seq.), as amended from time to time (the "Act"). The Member hereby agrees as follows: 1. Name. The name of the limited liability company is North Sky River Energy, LLC (the "Company") 2. Certificate of Formation. Orin Shakerdge was authorized by the Member to execute and cause the Certificate of Formation to be filed and is an authorized person within the meaning of the Act. Orin Shakerdge has executed the Certificate of Formation and caused the certificate to be filed with the Secretary of State of the State of Delaware and, upon the filing thereof, the Company was formed. Upon the formation of the Company, the powers of Nick A. Buford as an authorized person ceased and the Member thereupon became and is hereby designated as an authorized person within the meaning of the Act. The Member, acting on its own behalf or acting through any of its duly authorized Officers (as defined in Section 13(b) of this Agreement), shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any and all jurisdictions in which the Company may wish to conduct -business. 3. Purpose and Powers. The purpose for which the Company is, formed is the transaction of any or all lawful business for which a limited liability company may be formed under the Act. The Company shall have all powers which are provided to a limited liability company under the Act which are related to such purpose and necessary, or advisable to accomplish such purpose. 4. Term. The term of the Company commenced on the date of filing of the Certificate, and shall continue until terminated in accordance with the terms hereof. 5. Principal Business Office. The principal business office and chief executive office of the Company shall be located at 700 Universe Boulevard, Juno Beach, Florida 334U8 or at such other location as may hereafter be determined by the Member. 6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209.Orange Street, Wilmington, New Castle County, Delaware 19801. 7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 8. . Member. The name and the mailing address of the member ("Member") is as follows: Name Address ESl Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 9. Limited Liabiliiy. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether. arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. 10. - Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member has contributed $100 in cash to the Company. 11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member rhay make additional capital contributions to the Company in its discretion. 12. Distributions. Distributions shall be made to the Member at the tunes and in the aggregate amounts determined by the Member. Notwithstanding the preceding sentence or any other provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18- 607 of the Act or other applicable law. 13. Management. (a) By Member. In accordance with Section 18-402 of the Act, management of the Company is vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory'or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware to the extent such powers are consistent with the terms of this Agreement and are appropriate or (b) useful in carrying out the purposes of the Company as set forth in this Agreement, including, without limitation, the power: (i) To borrow money and, as security therefor, to mortgage, pledge or otherwise encumber any and all assets of the Company, including the rights of the Company under any agreements; (ii) To cause to be paid all amounts due and payable by the Company to any j Person and to collect all amounts due to the Company; and to make contributions to subsidiaries of the Company to be used to pay amounts due or to become due and payable by the subsidiaries; To employ or cause a subsidiary of Company to employ such agents, employees, managers, accountants, attorneys, consultants and other persons, necessary or appropriate to carry out the business and affairs of the Company or subsidiary, and to pay such fees, expenses, salaries, wages and other compensation to such persons as the Member shall determine; (iv) To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as the Member may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Company or any subsidiary thereof; (v) To pay any and all fees and to make any and all expenditures which the Member deems necessary or appropriate in connection with the organization of the Company and subsidiaries, the management of the affairs of the Company and subsidiaries and the carrying out of its obligations and responsibilities under this Agreement and the Act, and to enforce all rights of the Company; (vi) To take all actions, undertake all obligations and responsibilities and exercise all rights and privileges which the Company, as the member of any subsidiary, has under its organizational documents and the law under which such subsidiary is organized, including, but not limited to, making, on behalf of the Company, contributions to and accepting on behalf of the Company, distributions from subsidiaries; (vii) To prosecute, protect and defend or cause to be protected and defended all patents, patent rights, trade names, trademarks and service marks, and all applications with respect thereto, which may be held by the Company or a subsidiary thereof and to take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any trade secrets, know-how, secret processes or other proprietary information and to prosecute and defend all rights of the Company or a subsidiary in connection therewith; (viii) To enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments necessary or appropriate to carry on the business of the Company as set forth herein; (ix) To cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Company, or that arise as a result of the activities of the company, unless the same are contested by the Company in good faith; (x) To file all applications by the Company for, or accept, necessary permits, licenses and other governmental approvals, or any amendment to or withdrawal or termination of suchapplications or governmentaf approvals, (xi) To establish and maintain one or more accounts for the Company in such financial institutions as the Member may from time to time designate; (xii) To make distributions to the Member; (xiii) To cause the Company to make or revoke any of the elections under the United States Internal Revenue Code of 1986, as amended, that are made at the Company level and to cause the Company to request and obtain interpretative or exemptive advice and orders from federal and state regulatory authorities; (xiv) To maintain liability and casualty insurance in amounts and with coverages consistent with prudent commercial standards and with insurers of recognized responsibility; (xv) To invest funds not immediately needed in the operation of the business; (xvi) To borrow funds from the Member or any of its affiliates; (xvii) To acquire and dispose of real, personal, intangible and mixed property and interests herein; and (xviii) To authorize LET Holdings, LLC or its successors or assigns to undertake activities in 'connection with the Company's bank accounts pursuant to the Company's banking resolutions; (xix) To delegate the foregoing power and authority to any of its authorized . officers. (b) Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the "Officers") and assign in writing titles (including without limitation President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers CI of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to suchperson of the authorities and duties that are normally associated with that office.' Any delegation pursuant to this Section 13 (b) may be amended or revoked at any time by the Member. The Officers of the Company shall be the persons listed below opposite the offices to which they are hereby appointed until each resigns or is removed: Name Title. TJ Tuscai President Kathy A. Beilhart Vice President, Assistant, Treasurer and Assistant Secretary Paul Cutler Vice President and Assistant Treasurer Benjamin F. Gilbert, Jr. . Vice President Dean R. Gosselin _ Vice President Matthew S. Handel Vice President John W. Ketchum Vice President Michael O'Sullivan Vice President Manuel A. Sanchez Vice President Mark R. Sorensen Treasurer Charles S. Schultz Secretary Rita W. Costantino Assistant Secretary 14. Officers Not To Engage in Activities Detrimental to the Company. The. Officers, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company; provided, however, that the Officers shall not engage in any activity that is detrimental to the interest of the Company. The Officers, acting in the capacity of officers, shall not be obligated to offer to the Company or to the Members any opportunity to participate in any such other business venture. Neither the Company nor the Members shall have any right to. any income or profit derived from any such other business venture of the Officers. The Member acknowledges that the Officers may, from time to time, be an employee of third parties unconnected with the Company and shall only be required to dedicate such time to the affairs of the Company as the Officers, in their sole discretion, deem necessary. .5 15. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights to any income or profit derived from any such other business venture of the Member. 16. Exculpation and Indemnification. Neither the Member nor any Officer shall be liable to the Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or Officer by this Agreement, except that the Member or Officer shall be liable for any such loss, damage or claim incurred by reason of its willful misconduct. To the full extent permitted by applicable law, the Member or Officer shall be entitled to ,indemnification from the Company for any loss, damage or claim incurred by the Member or Officer by reason of any act or omission performed or omitted by such Member .or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or Officer by this Agreement, except that neither the Member nor Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by it by reason of willful misconduct with respect to such acts -or omissions; provided, however, that any, indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. 17. Assig ments. (a) The Member may assign its membership interest in the Company in whole or in part so long as such assignment does not cause a dissolution of the Company. (b) If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company as the Member and shall exercise all the rights and powers of the transferor Member (the "Transferor") upon the execution by the transferee of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the Transferor shall cease to be the Member. 18. Resi ng_ation. The Member may resign from the Company as provided in this Section and upon satisfaction of the provisions of this Section and provided that such resignation will not result in a dissolution of the Company. If the Member is permitted to resign pursuant to this Section such resignation shall not be effective.until, a new Member shall be admitted to the Company in the place and stead of the resigning Member and such new Member shall have executed an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company. 19. Status under Uniform Commercial Code. It is the intention of the Member and the Company that the interest of the Member in the Company shall not be treated as a "security" subject to the provisions of Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. 20. Dissolution. (a) The existence of the Company shall terminate upon the occurrence of an event described in the following subsections: (b) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which involuntarily terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (c) The bankruptcy or other event described in Section 18-304 of the Act with respect to the Member will not cause such Member to cease to be a member of the Company and upon theoccurrence of such an event, the business of the Company shall continue without dissolution. (d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order or priority, set forth in Section 18-804 of the Act. 21. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member { with respect to the subject matter hereof. 23. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. t_ 24. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by all of the Members. [Remainder of this page intentionally left blank. Next page is signature page.] 7 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of Februaiy 12, 2010. ESI ENERGY, LLC the Sole Member By: Name: Rita W. Costantino Title: Assistant Secretary EXHIBIT 37 Def aware PAGE 1 the first State I,JEFFREY W. BULLOCK, ' SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "NORTH SKY RIVER ENERGY, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWELFTH DAY OF FE.BRUARY, A.D. 2010. 4787527 8300 100134622 You may verify this certificate online at corp,de1aware.gov/authver.shtm1 �Knr=-ZaC�7 Jeffrey W. Bullock,. Secretary of State AUTHEN TC TION: 7808235 DATE: 02-12 -10 EXHIBIT 38 Ane Priester Direct Dial: 213.891.8452 ane.priester@hv.com LATHAM&WATKINSLLP February 17, 2010 VIA EMAIL First American Title Insurance Company National Commercial Services 3281 East Guasti Road, Suite 440 Ontario, CA 91761 Attention: Mr. Tom Zowarka Vice President / Senior Underwriter and Janette DeLap, Senior Commercial Escrow Officer 355 South Grand Avenue Los Angeles. California 90071-1560 Tel:+1.213A85.1234 Fax:+1.213.691.6763 www.hy.com FIRM 1 AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munlch eeipng New Jersey Brussels New York Chicago orange County Doha Paris Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Lonaon Silicon Valley Los Angeles Singapore Madrid Tokyo Milan Washington, D.C. File No. 037464-0015 Re: City of Vernon / Escrow and Order No. NCS-426286-ONT1 Dear Mr. Zowarka and Ms. DeLap: As you know, we represent the City of Vernon (the "giff"), in connection with the sale of approximately 12,240 acres of land in Kern County, California (the "Proper "), pursuant to a Purchase and Sale Agreement, dated as of February 11, 2010 (the "Agreement"), by and between the City and Boulevard Associates, LLC, a Delaware limited liability company ("Boulevard")yer . North Sky River Energy, LLC, a Delaware limited liability company ('Bu") is the assignee of Boulevard under the Agreement. In addition to the sale of the Property the City and the Buyer will be entering into certain easement agreements benefiting the Property and other real property (the "Retained Property") owned by the City, all more particularly described in the Agreement. The Property is the subject of a Proforma Owner's Policy of Title Insurance issued by . First American Title Insurance Company. ("Title Company") (the "Proforma") as Order NCS- 426286-ONTI, and attached hereto as Exhibit A. LA12065052.4 February 17,2010 Page 2 LATH AM&WATKINS-P I. DELIVERY OF DOCUMENTS. In connection with the closing of this transaction, the following original documents have or will be delivered to you. You are hereby authorized and instructed to combine the signatures and notary pages to make one and the same document, where appropriate, and date all documents the date of Closing, as defined below: L . A copy of the Agreement; 2. Grant Deed executed by the City in favor of Buyer, together with a separate Statement of Documentary Transfer Tax; 3. Red Rock Access Easement and License Agreement executed by the City and the Buyer; 4. Red Rock Transmission Easement executed by the City and the Buyer; 5. Seller Retained Access Easement and License Agreement executed by the City and the Buyer, along with the Certificate of Acceptance executed by the City; 6. Seller Retained Transmission Easement executed by the City and the Buyer, along with the Certificate of Acceptance executed by the City; 7. Copies of the formation documents of -Buyer, including a copy of the certificate of good standing from the Office of the Secretary of State where the Buyer is formed; 8. A copy of the Resolution of the City authorizing the sale of the Property and the easements and license agreements granted by the City over the Retained Property; . 9. Assignment executed by the City and the Buyer (the "Assignment"); 10. Seller's Closing Certificate executed by the City (the "Seller's Certificate 11. Buyer's Closing Certificate executed by Buyer or Boulevard (the "Buyer's Certificate"); and . 12. Certificate of Non -Foreign Status executed by the City (the "Non -Foreign Status'). The documents described as items 2 through 6 above are collectively referred to herein as the "Recordable Documents". 2 Ln12065052.4 February 17, 2010 Page 3 LATHAM&WATK{NS- II. FUNDS. First American will receive from the Buyer, by wire transfer in immediately available funds, the approximate amount of $36,026,846.41 (the "Funds"); representing the payment of the balance of the purchase price for the Property (after credit to Buyer of the Deposit made in accordance with Section 4.3 of the Agreement), Buyers share of costs and charges and prorated real estate taxes. Both the City and Buyer are paying the costs associated with this transaction in accordance with the Agreement and your Estimated Settlement Statement attached hereto as Exhibit B. After. deduction of the City's share of costs and charges and prorated real estate taxes, the balance of the City's proceeds is to be wire transferred as follows: ABA Routing #: 021000018 Bank: Bank of New York Mellon Trust Address: 700 S. Flower St., Suite 500, Los Angeles, CA 90017 Phone:. (213) 630-6236 - Fax: (213) 630-6215 Bank Contact: Aurora Quiazon Account #: GLA # 111-565 TSA 4800452 If for any reason you are unable to effect such disbursement prior to the close of business on the day the Funds are received, the Funds shall be deposited in an interest bearing trust account, at the direction of the Buyer, The interest on -such Funds, less the costs associated with such deposit, shall accrue to the benefit of the Buyer prior to Closing. In the event that the Closing has. occurred and you are'unable to wire the funds .to the City on the date of Closing, the interest accrued on said Funds shall accrue to the City. in. CLOSING. Upon the occurrence of the following (the "Closing"): (a) your receipt of the documents listed in Section I above, (b) your receipt of telephonic or email instructions from the undersigned or Neeraj Arora, Esq. on behalf of the City and Orin Shakerdge, Esq. on behalf I36ulevard and -Buyer, (c) your receipt of the Funds, and (d) you are unconditionally obligated to issue to Buyer Owner's Policy described and in the form of the Proforma attached hereto as Exhibit A, and agreed to in our letter to First American Title Insurance Company, dated January 29, 2010, then, you are hereby authorized and instructed to immediately (i) commence recording the Recordable Documents in the Kern County Recorder's Office and (ii) disburse the Funds. Immediately after recordation of the Recordable Documents, please notify the . undersigned and Orin Shakerdge by email. Conformed copies of the Recordable Documents and the original Buyer's Certificate are to be delivered to the undersigned within 10 days of the date of the Closing. In addition, conformed copies of the Recordable Documents and the originals of the Seller's Certificate, the Assignment, and the Non -Foreign Status are to be delivered to 3 LA12065052.4 February 17, 2010 Page d LATHAM&WATKINS«o NextEraEnergy Resources, LLC, 700 Universe Blvd, Juno Beach, FL 33409, and to the attention of Orin Shakerdge, Esq.- within 10 days of the date of the Closing. Buyers are relying upon your full compliance with.these Instructions. If you are not able to comply with these Instructions on or before the close of business on February 19, 2010, then, upon the written demand of the Buyer and/or the City, you shall return all items deposited with you in this transaction to the party depositing them. In.the absence of such written demand, you are directed to continue to comply with these instructions without reference to the date referred to above. All costs and expenses incurred by you in connection with the above, including recording fees, documentary transfer fees, escrow fees and title charges, are to be paid to you by the parties . to the. Agreement and you acknowledge by your signature below that you shall not loot; to any other party for reimbursement of; or liability for, any such costs and expenses. Latham & Watkins LLP shall incur no expense in connection with the.closing of this transaction. We are relying upon your full compliance with these Instructions in order to effectuate the closing contemplated under the Agreement. If you are unable to comply with the Instructions herein, please notify the undersigned immediately. In the event written acceptance is not received prior to authorization to record, the act of recording the Recordable Documents shall be considered evidence of your agreement to act in accordance with these Instructions. Please evidence your agreement to comply with these Instructions by signing in the space provided below and emailing a PDF of the signed letter to the undersigned. Very truly your Ane Cahill Priester Senior Paralegal cc: Orin Shakerdge, Esq. Neeraj Arora, Esq. Peter M. Jasinski, Esq. 4 LAU065052A !. �' f February 17, 2016 Page 6 LATHAM&WADI NS«P THE. UNDERSIGNED ACCEPTS THE FOREGOING INSTRUCTIONS AND HEREBY AGREES TO COMPLY STRICTLY THEREWITH THIS DAY OF FEBRUARY 2010. FIRST AMERICAN TITLE INSURANCE COMPANY By: . Tom Z ka, Vice PrNWent / Senior Underwriter By: Jan a , enior Commercial Escrow 006er 6 LA\2065052.4 EXHIBIT 39 James W. Fitch Assessor— Recorder TEVORDT Kern County Official Records 2/04/2010 Recorded at the request of 10:20 AM Document Process Solution D 0 C # : 0210015157 Mat Types: 1 Pages: RECORDING REQUESTED BY AND Fees 0.00 WHEN RECORDED MAIL TO: ) Taxes 0.00 Others 0.00 Richards, Watson & Gershon ) PAID $0.00 355 South Grand Avenue, 40th Floor )------------- ----------------------------- ------------------- Los Angeles, CA 90071-3101 ) Attention: Laurence S. Wiener, Esq. ) — 1 _ 0C S- gR09-a(Q TZ (Space Above This Line For Recorder's Use Only) Recording Fee: Exempt pursuant to California G_Qyccnmon;Gft z,1383 AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This AMENDMENT TO MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is made as of February oA, 2010, by and between the CITY OF VERNON, a California chartered city ("Vernon" or "Buyer"), and ReNu RESOURCES, LLC, a Delaware limitedliability company ("ReNu" or "Seller"). Buyer and Seller are referred to herein sometimes collectively as the "Parties". RECITALS A. The Parties entered into that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement") pursuant to which Buyer purchased 29,722.44 acres- of land in Kern County, California (the "Wind Land"). The consideration for the Wind Land included certain deferred payments to Seller, if and to the extent provided in the Purchase Agreement (the "Deferred Purchase Price")- B. The Parties recorded a Memorandum of Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions with the County Recorder of Kern County on October 17, 2008 as document number 0208165198 (the "Memorandum"). C. Vernon and an unaffiliated third. party (the "Red Rock Buyer") are proposing to enter into a transaction whereby Vernon would, in consideration for a one-time cash payment, sell to Red Rock Buyer an approximately 12,420 acre portion of the Wind Land as more particularly described in Exhibit A attached hereto and made a part hereof (the "Red Rock Land"). D. Under the terms of the Purchase Agreement, Vernon is solely obligated to pay the Deferred Purchase Price, if any, as and when owing. By purchasing the Red Rock Land, Red Rock Buyer will not become obligated to pay any Deferred Purchase Price nor will the Red Rock Land be encumbered by any lien or other obligation with respect to the LA12054706.7 Deferred Purchase Price. Accordingly, the Parties are entering into this Amendment so that the Memorandum will not apply to the Red Rock Land. AGREEMENTS Now, therefore, the Parties hereby agree as follows: 1. Amendment of Memorandum. Upon the sale by Vernon of the Red Rock Land to a third party, Exhibit A of the Memorandum shall automatically be amended so that the Red Rock Land is excepted from such Exhibit A. 2. PuEpose. Nothing contained herein shall be deemed to modify or otherwise affect any of the obligations of the Parties under the Purchase Agreement. Notwithstanding the foregoing, Seller hereby waives its right to a 15 business day advance notice pursuant to Section 32 of the Purchase Agreement with respect to the sale of the Red Rock Land pursuant to a deed recorded within 30 days of the recording of this Amendment. 3. Counterparts. This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one andahe same instrument. [The remainder of this page is intentionally left blank.] 01 EXHIBIT A LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: (APN: 153-110-04) Section 36, 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. 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 therefore, upon compliance with the conditions and subject to the provisions and . limitations of Chapter 5, Part I, 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 2: (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 3: (APN: 153-180-09) The East half of Fractional Section 31, 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 4: (APN: 153-180-10) The West half of Fractional Section 31, 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: 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 6; (APN: 444-010-04) Lots 1 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 7: (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 Exhibit A-1 LA\2054706.7 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 8: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, 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 9: (APN: 444-010-10) Section 11, 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 10: (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 11: (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 12: (APN: 444-040-09 and 13) 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 13: (APN: 444-040-15) Section 21, 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 14: (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 15: (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 16: (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. Exhibit A-2 LA\2054706.7 Parcel 17: (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. Parcel 18: (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 19: (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. Parcel 20: (APN: 444-050-04) Section 25, 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: 444-050-01) 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 22: (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 23: (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. Exhibit A-3 LA\2054706.7 IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the day and year first written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability coin any By: Name: Nicholas V. MMSOff Title: Secretary BUYER: CITY OF VERNON, a California chartered city B Name: Donal 0' CallagTiavl Title: City Administrator 3 ATTEST: By: ame: Manuela Giron Title: City Clerk APPROVED AS TO FORM: By: e: Laurence S. Wiener Title: City. Attorney State of California ) County ofL6—&1e'5 ) On �� l 1D efore me, HA"e4 614im a Notary Public, pe •sonally appeared a 4" who proved to me on the basis of satisfactory evidence to be the person(jo whose narne(s) is/afe subscribed to the within instrument and acknowledged to me that he/eheAhey executed the same in hisAwrAheir authorized capacity(iei), and that by his/heAheir signatur*) on the instrument the person(.&), or the entity upon behalf of which the person(&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) "MA NUELA GIA0N C00 M18610n N 1867448� • Notary Public - California = Loa Angeles County > M Comm. Ex Ires Nov 4, 2013 4 r State of California ) County of Z's allr'- 03 ) On before me,/%on,U,¢, /Udir' a Notary Public, pers(dially appeared, who proved to me on the basis of satisfactory evidence to be the person whose nameLr)ggW sub abed to the within instrument and acknowledged to me tha�i /s�fe/tl}�y executed the same it h,p'r/th/r authorized capacity(iA, and that by�gi%th/r signature(oon the instrument the person(,, or the entity upon behalf of which the person(s�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.. 10"ElLa OR VEY Commbslon 11843679 Signat �2 , . � (Seal) NoUry Pubfic - Cslltomis Los Angeles CouMy M Comm. Expires A t9 2013 5 EXHIBIT 40 February 2, 2010 Via Electronic Mail and Federal Express Tom Zowarka Vice President and Senior Underwriter First American Title Insurance Company National Commercial Services 3281 East Guasti Road, Suite 440 Ontario, CA 91761 Email: tzowarka@firstam.com Re: Escrow # NCS-426286-ONT1 Dear Mr. Zowarka: We represent ReNu Resources, LLC ("ReNu") in connection with the land sold pursuant to that certain Amended and Restated Purchase Agreement dated October 8, 2008 by and between the City of Vernon and ReNu (the "Purchase Agreement"). This letter constitutes irrevocable instructions to you on behalf of our client with respect to -such land. You will be receiving a fully executed amendment to the memorandum of purchase and sale agreement recorded in connection with the Purchase Agreement (the "Amendment"). By sending you this letter, I hereby irrevocably authorize and instruct you on behalf of ReNu to record with the Kern County Recorder's office the fully executed Amendment. I understand that you will receive from the City of Vernon a separate instruction authorizing and instructing you on behalf of the City of Vernon to effect such recordation. Please feel free to contact me if you have any questions or concerns. Regards, Terrence R. Pace Red Rock Escrow Letter (TRP v1).DOC Tom Zowarka February 2, 2010 Page 2 cc: Laurence Wiener, Esq. (City Attorney) (e-mail: Iwiener(CDrwglaw.com) David Rogers, Esq. (Latham & Watkins) (e-mail: david.rogersC@lw.com) Red Rock Escrow Letter (TRP vi).DOC EXHIBIT 41 V, RUN RICHARDS I WATSON I GERSHON `M0 ATTORNEYS AT LAW —A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor, Los Angeles, California goo7i-3101 Telephone 213.626.8484 Facsimile 213.626.0078 RICHA(1 RICHARDS February 19, 2010 (t9t6-1988) 1- U ry 1 i 1 GLENN R. WATSON (RETIRED) HARRY L. GERSHON (1922-2007) By Messenger STEVEN L. DORSEY County Clerk - WILLIAM L. STRAUSZ MITCHELL E. ABBOTT Los Angeles County GREGORY W. STEPANICICH LBARROW QUINN M. BARROW 12400 Imperial Highway QUINN GREGORYCAR°M. KUNERT LW LYNCH Norwalk, CA 90650 - - THOMAS M, IIMBO ROBERT C. CECCON STEVEN H•KAU FMANN - KEVIN G• ENNIS Re: Notice of Exemption - ROBIN D. HARRIS - MICHAELESTRADA - LAURENCE S. WIENER - STEVEN R. ORR Dear County Clerk: B. TILDEN KIM SAS KIA T. ASAMURA - KAYSER 0, SLIME PETER M. THORSON Enclosed. is a Notice of Exemption for posting. We have also enclosed a prepaid CRATAMES L. MARKMAN I T. PETER PIERCE return envelope for your convenience in sending the Notice to Kevin Wilson at the E TRENCE R, BOGA LISA BOND City of Vernon after the posting period is concluded. IANET E. COLESON ROXANNE M. DIAZ IIM G, GRAYSON RRY A. CLAY KE If you have any questions, please give me a call. Thank you. WILLIAM P. CURLEY III MICHAEL F. YOSHI BA REGINA N. DANN ER PAULA GUTIERREZ BAEZA BRUCE W. GALLOWAY Very truly yoyY�7�- , - DIANA K. CHUANG - PATRICK K. BOBKO - NORMAN A. DUPO NT DAVID M. SNOW LOLLY A. ENRIQUEZ KIRSTEN R. BOWMAN BILLY D. DUNSMORE ' AMR GREY — Laurence Wlel],J�I' DEBORAH A. HpKMAN SUSAN E.RRUSNAKAIG FOX City Attorney G. KHALSA City of Vernon GIN ETTA L. L. GIOVINCO TRISHA ORTIZ - CANDICE K. LEE DAVID G. ALDERSON MELI5SA M. CROSTHWAITE MARK GE. MARROCUrN ENAA M. STNN ETT 12720-0008\ 1208600v Lcloc TEN N IFER PETRUSIS - STEVEN L. FLOWER CHRISTOPHER 1. DIAZ DEBEIIE Y. CHO --GEOFFREY WARD - ERIN L. POWERS TOUSS'AINT S. BAILEY - WHITNEY G. MC D0NALD SERITA R. YOUNG -VERONICA S. GUNDERSON SHIRT KLIMA - DIANA H. VARAT - KATRINA C. GONZALES - OF COUNSEL MARK L. LAMKEN SAYRE WEAVER IIM R. KARPIAK - - SAM I-MCISCO OFFICE TELEPHONE 415.421.8484 ORANGE COUNTY OFFICE TELEPHONE 724-990.0901 4 /5 To: County Clerk Los Angeles County 12400 Imperial Highway Norwalk, CA 90650 County Clerk Kern County 1115 Truxtun Ave. Bakersfield, CA 93301 Notice of Exemption From: Kevin Wilson City of Vernon 4305 Santa Fe Ave. Vernon CA, 90058 Project Title: Sale of Red Rock Property for Wind Energy Development Project Location - Specjfic: Sale of 12,420 acres of land in the Tehachapi Wind Resource Area which is 15 miles north of Tehachapi, California in south-central Kern County, and is more specifically shown on the attached map. Project Location — City: Unincorporated Project Location — Countx: Kern Description of Nature The project is the sale of 12,420 acres of land in the Tehachapi Purpose and Wind Resource Area for the purpose of wind energy development. Beneficiaries of The City owns or has rights to a large amount of property in Kern Proiect: County with the potential for development of renewable energy resources (wind and/or solar electrical generating facilities). The City executed a sales agreement of the 12,420 acres of land to a private developer. The City will retain certain easements across the property. Name of Public Agent Approving Protect: The City of Vernon Name of Person or Agency Carrying Out Governmental Action: The City of Vernon Exempt Status: Categorical Exemption Class 12, Title 14 Code of Regulations Section 15312: This activity consists of the sale of surplus government property and the land is not located in an area of statewide, regional, or areawide concern identified in Section 15206(b)(4). 12720-0007\ 1208385v I Am Title 14 Code of Regulations Section 15061(b)(3): This activity is covered by the general rule that CEQA applies only to i governmental actions which have the potential for causing a significant effect on the environment. In this case it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment so that the activity is not subject to CEQA. Reasons Whv Proiect Is Exempt: This project is exempt under Categorical Exemption Class 12 because it involves the sale of surplus government property. The 12,420 acres sold to a private developer is not located in an area of statewide, regional, or areawide concern identified in Section 15206(b)(4). Additionally and independently, the project is exempt under Title 14 Code of Regulations Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the mere sale of the property may have a significant effect on the environment. The property remains undeveloped. The sale of the property has not altered the physical nature of the property. Any future development of the property by the purchaser remains subject to environmental review. Lead Agency Contact Person: Kevin Wilson Area Code/Tele hone/Ext ' (323) 583 81 Signature: et Date: a " % i' / o Title: to n (] Signed by Lead Agency ❑ Signed by Applicant 12720-0007\ 1208385v I .doc Y I:N►ti RICHARDS I WATSON I GERSHON .`414C:' ATTORNEYS AT LAW -A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor, Los Angeles, California 99071.3101 Telephone 213.626.8484 Facsimile 213.626.0078 RIGHARD ( 9R6CH9R88) February 19, 2010 By Fed Ex GLENN R. WATSON - (RETIRED HARRY L. GERSHON (1922-2007) STEVEN L. DORSEY County Clerk - - WILUAM L. STRAUSZ - MITCHELL E. ABBOTT Kern County GREGORY W. STEPANICICH L. BROWNS 1 1 1 S Truxton Ave, QUINNW. LYNCH gU1NN M. BARROW GREGORYOM. KUNERT Bakersfield, CA 93301 THOMAS M. IIMBO ROBERT C. CECCON - STEVEN H. KAUFMANN KEVIN G. ENNIS Re, Notice of Exemption - ROBIN D. HARRIS - MICHAEL ESTRADA LAURENCE 5. WIENER - STEVEN R. ORR B. TILD EN KIM Dear County Clerk. IM - SASKIA T. ASAMURA KAYSE0 O. SLIME- PETER M. N IAMESL. MA Enclosed is a Notice of Exemption for posting. We have also enclosed a prepaid ARKMARKMAN CRAIG. A. STEELE T. PETER PIERCE return envelope for your convenience in sending the Notice to Kevin Wilson at the T ERENCE R. BOGA . CO BAND City of Vernon after the posting period is concluded.. JANET E. COLESON - ROKANNE M. DIAZ IIM G. GRAYSON ROY A. CLAY KE WILLIAM P. CURLEV III If you have any questions, please give me a call. Thank you, ' MICHAEL F. YOSHIDA REGINA N, DANNER - PAULA GUTIERREZ BAEZA / BRUCE W- GALLOWAY Ver truly yo, s, DIANA K. CHUANG '��. PATRICK K. BOBKO ✓ NORMAN A. DUPONT DM. SNOW LOLLYY A. A. ENRIQUEZ KIRSTEN R. BOWMAN/ BILLY D. DUNS MORE AMY GREYSON Laurence S. Wien DEBORAH R. HAKMAN SUSAN E.RRUSNAK AIG FOX City AttO eyG. - GINETTA LL..EGIOVI CO City of V TRISHAORTIZ CANDICE K. LEE DAVID G. ALDERS ON MELISSA M. CROSTHWAITE MARICELA E. MARROQUiN GENA M. STINNETT 12720-0001\120861 Ov l.doc I EN N IFER PETROSIS STEVEN L. FLOWER CHRISTOPHER I. DIAZ - - - DEBBIEY.CHO - - GEOFFREV WARD ERIN L. POWERS - - TOUSSAINT S. BAILEY WHITNEY G. MCDONALD - SERITA R. YOUNG - VERONICA S. GUNDERSON - SHIRI KLIMA - DIANA H. VARAT KATRINA C. GONZALES OF COUNSEL - MARK L. LAMKEN SAYRE WEAVER IIM R. KARPIAK SAN FRANCISCO OFFICE TELEPHONE 415.421.8484 - ORANGE COUNTY OFFICE TELEPHONE 714,990.0901 U:. Notice of Exemption To: County Clerk From: Kevin Wilson Los Angeles County City of Vernon 12400 Imperial Highway 4305 Santa Fe Ave. Norwalk, CA 90650 Vernon CA, 90058 County Clerk Kern County 1115 Truxtun Ave. Bakersfield, CA 93301 Project Title: Sale of Red Rock Property for Wind Energy Development Project Location - Specific: Sale of 12,420 acres of land in the Tehachapi Wind Resource Area which is 15 miles north of Tehachapi, California in south-central Kern County, and is more specifically shown on the attached map. Project Location — City: Unincorporated Project Location — County: Kern Description of Nature, The project is the sale of 12,420 acres of land in the Tehachapi Puipose and Wind Resource Area for the purpose of wind energy development. Beneficiaries of The City owns or has rights to a large amount of property in Kern Proiect: County with the potential for development of renewable energy resources (wind and/or solar electrical generating facilities). The City executed a sales agreement of the 12,420 acres of land to a private developer. The City will retain certain easements across the property. Name of Public Agency Approving Project: The City of Vernon Name of Person or Agency Carrying Out Governmental Action: The City of Vernon Exempt Status: Categorical Exemption Class 12, Title 14 Code of Regulations Section 15312: This activity consists of the sale of surplus government property and the land is not located in an area of statewide, regional, or areawide concern identified in Section 15206(b)(4). 12720-0007\1208385vI doc Title 14 Code of Regulations Section 15061(b)(3): This activity is covered by the general rule that CEQA applies only to governmental actions which have the potential for causing a significant effect on the environment. In this case it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment so that the activity is not subject to CEQA. Reasons Why Project Is Exem2t: This project is exempt under Categorical Exemption Class 12 because it involves the sale of surplus government property. The 12,420 acres sold to a private developer is not located in an area of statewide, regional, or areawide concern identified in Section 15206(b)(4). Additionally and independently, the project is exempt under Title 14 Code of Regulations Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the mere sale of the property may have a significant effect on the environment. The property remains undeveloped. The sale of the property has not altered the physical nature of the property. Any future development of the property by the purchaser remains subject to environmental review. Lead Agency Contact Person: Kevin Wilson Area Code/Telephone/Ext • (323) 583 $1 l� Signature: ( -� Title: („ -f cl H Y fio n 0 Signed by Lead Agency ❑ Signed by Applicant 2 12720-0007T 1208385 v i .doc Date: )- / ? - / O r' EXHIBIT 42 For the same purpose; the Parties further agree to enter into and record the First Amendment to Transmission Easement attached hereto as Exhibit A as soon as is reasonably practicable: LA12022733.2 ,)(crusivefy Industfiat This letter agreement shall serve as a valid amendment of the A&R Purchase Agreement pursuant to Section 17 thereof. Except as expressly set forth herein, all other terms and conditions of the A&R Purchase Agreement remain in full force and effect and continue to be applicable. This letter agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This letter agreement may be executed by the exchange of signature pages through electronic mail or facsimile transmission. Please acknowledge your agreement to this letter agreement by countersigning and returning it to the me. Upon effectiveness of this letter agreement, all references in the A&R Purchase Agreement shall mean the A&R Purchase Agreement as amended by this letter agreement. Please feel free to contact me if you have any questions regarding the foregoing. pa LA\2022733.2 Very truly yours, Donal O'Callaghan Administrator The City of Vernon cc: Laurence S. Weiner, Esq., City Attorney Document Control David B. Rogers, Esq. c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin . Facsimile No: (323) 860-4901 O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq, Facsimile No: (213) 430-6407 3 I.A12022733.2 Agreed to and Acknowledged as of October 12-, 2009: ReNu Resources, LLC a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC Its Managing Member By: Renewable Resources Group Holding Company, Inc. Its Operating Member By: J. Ar/eerPres' Acknowledgement Page to Amendment Letter Agreement to A&R Purchase Agreement Exhibit A . First Amendment to Transmission Easement A-1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Kern County Recon Conformed Copy OCT 2 3 ?009 Document Execution Version The.City of Vernon n �/��0,6� 0?�3 4305 Santa Fe Avenueel Vernon, California 90058 � � � � �4 tl Attention: Larry Wiener, Esq., City Attorney FIRST AMENDMENT TO TRANSMISSION EASEMENT This FIRST AMENDMENT TO TRANSMISSION EASEMENT (this "Amendment") is entered into as of October la, 2009 by and betweetrReNu RESOURCES, LLC, a Delaware limited liability company ("Grantor") and the CITY OF VERNON, a California chartered city ("Grantee"). Grantor . and Grantee are referred to herein sometimes_ individually as a "Party" and collectively as the "Parties." RECITALS A. The Parties entered into that certain Transmission Easement dated as of October 16, 2008 and recorded by. the County Recorder of Kern County, California on October 17, 2008 as document number 0208165193 (the "Easement Agreement"). B. The Parties desire to amend the Easement Agreement to extend the term. as set forth herein: NOW, THEREFORE, the Parties agree as follows: AGREEMENT ARTICLE 1. AMENDMENT 1.1 Extension of Term. Section 3 of the Easement Agreement is hereby deleted in its entirely and replaced with the following: 3. Term. (a) If the execution and recordation of the Amended and Restated Transmission Easement (the "Transmission Selection") has not been completed on or before October 17, 2010 for reasons other than Grantor's default .under the PSA, this Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Easement Agreement. LA\2022787.3 (b) Seller agrees to give Buyer prompt written notice if it intends to sell or market for sale all or any portion of the Transmission Easement Area to an entity not affiliated with Seller. Seller may accelerate the deadline for Buyer to make the Transmission Selection with respect to all or portions of the Transmission Easement Area as follows: If, from time to time, Seller and an entity not affiliated with Seller enter into a letter of intent or other similar written arrangement ("LOI") setting forth the property to be sold (the "Proposed Property") and the price and the other principal terms of such sale (a "Proposed Sale") and granting the buyer exclusivity, then if Seller desires to accelerate such deadline, Seller shall give a copy of the LOI to Buyer along with a statement that Seller is accelerating Buyer's deadline to make the Transmission Selection with respect to the Proposed Property (an "Acceleration Notice"). Following Buyer's receipt of an Acceleration Notice, Buyer may make the Transmission Selection with respect to all or portions of the Proposed Property (consistent with the standards in this Easement Agreement) not later than sixty (60) days after its receipt of the Acceleration Notice. If Buyer does not timely make the Transmission Selection with respect to any portion of the Proposed Property (the "Excluded Property"), then in connection with the sale of the Excluded Property, Buyer shall execute such documents in recordable form as are reasonably requested by Seller to evidence that the Excluded Property is not included within the Transmission EasementArea. This paragraph shall terminate upon the earlier of Buyer making the Transmission Selection or October 18, 2010. ARTICLE 2. MISCELLANEOUS 2.1 Reference to Agreement. Any reference to the Easement Agreement shall mean a reference to the Easement Agreement as amended by this Amendment. 2.2 Governing Law. This Amendment shall be .governed by and construed in accordance with the laws of the State of California. 2.3 Counterparts. This Amendment. may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. 2.4 Full Force and Effect. Each Party confirms that the Easement Agreement is in full force and effect and remains a binding obligation of the Parties. [Signature pages follows] 2 LA\2022787.3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Transmission Easement as of the date first above written. GRANTOR: ReNu RESOURCES, LLC a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC Its Managing Member By: Renewable Resources Group Holding Company, Inc. Its Operating Member By: J. filler P dent GRANTEE: AFFIRMED: CITY OF VERNON. CITY CLERK a California chartered city By: By: Donal' O'Callaghan Name: City Administrator City Clerk Signature Page to First Amendment to Transmission Easement IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Transmission Easement as of the date first above written. GRANTOR: ReNu RESOURCES, LLC a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC Its Managing Member By: Renewable Resources Group Holding Company, Inc. Its Operating Member By: J. Ari Swiller President AFFIRMED: CITY CLERK Signature Page to First Amendment to Transmission Easement State of California County of!5?>A�5 On A!5',? 20e, before me t 4; a who proved to Me on the basis of satisfactory evidence to be the person( whose name() is/am subscribed to the within instrument and acknowledgedto me that he/sheAh&y executed the same in his/hef/dieir authorized capacity(iw), and that by his/heFAheir signature(s) on the instrument the person(A), or the entity upon behalf of which the pe'rson(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNE d and official seal. Sign (Seal) ------------------ DIANA VILLALBA CornnVesion 0 1856885 Notary PublIc - California Los Angeles County 'y my Comm. res Jul 6, 2013 State of California County.of On 200, before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the . State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California ) County of ) On , 200� before me, a Notary Public, personally appeared who proved to me. on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the withininstrument and acknowledged to: me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. - WITNESS my hand and official seal. Signature (Seal) Itf►li RICHARDS I WATSON I GERSHON NNN ATTORNEYS AT LAW —A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor, Los Angeles, California 90071-3101 Telephone 213.626.8484 Facsimile 213.626.0078 RECE11VIF AUG 0 9 2010 CITY CEEM'b UFi-1;GE RICHARD RICHARDS g Au ust 5, 2010 (1916-1988) GLENN R. WATSON (RETIRED) HARRY L. GERSHON (1922-2007) STEVEN L. DORSEY Willard G. Yamaguchi WILLIAM L. STRAUSZ M ITCHELL E. ABBOTT CityClerk GREGORY W. STEPANICICH LBROWNS City of Vernon QUINN QUINN M.. BARROW CAROLW. LYNCH 4305 Santa Fe Avenue GRE GORYM. KUNERT THOMAOBERT M. JIMBO ROBERT C. CECCON Vernon, CA 90058 STEVEN H. KAUFMANN KEVIN G. ENNIS ROBIN D. HARRIS Re: ReNu Resources, LLC; North Sky River Energy, LLC LA RIECHAEL NCE S. WIENDER STEVEN R. ORR B. TILDEN KIM SASKIA T. Dear Willard. SLIME KAYAYSER 0. O. SUMS PETER M. THORSON JAM ES L. MARKMAN CRAIG A. STEELE T. PETER PIERCE Enclosed please find the original Amendment to Memorandum of Amended and TERENCE R. BOGA LISA BOND Restated Purchase and Sale Agreement and Joint Escrow Instructions between the JANET E. COLESON ROXANNE M. DIAZ City Vernon ReNu Resources LLC. Also enclosed is the original Seller JIM G. GRAYSON of and ROY A. L WILLIAM P. CURLEY III II Retained Access Easement and License Agreement with North Sky River Energy � MICHAEL F. YOSHIBA REGINA N. DANNER LLC. These should be filed with the City's official records. PAULA GUTIERREZ BAEZA BRUCE W. GALLOWAY DIANA K. CHUANG PRMAN K. B BKO FONT NORMAN A. DUPONT 1 Very tply you, Very DAVID M. SNOW LOLLY. ENRIQUEZ AR. KIRSTEN BOWMAN BILLY D. DUN SMORE AMY GREYSON DEBORAH R. HAKMAN D. CRAIG FOX SUSAN E. RUSNAK Laurence S. G.AKHALSA pWiene L.INDG G IN ETTA L. IOVINCO TRISHA ORTIZ CANDICE K. LEE DAVID G. ALDERSON MARICELA E.MA N Enclosure(s) G ENA M. STINNETINNETT J ENNIFER PETRUSIS STEVEN L. FLOWER 12720-0001\1251443v1.doc CHRISTOPH ER J. DIAZ DEBBIE Y. CHO ERIN L. POWERS TOUSSAI NT S. BAILEY WHITNEY G. MCDONALD SERITA R. YOUNG VERONICA S. GUNDERSON SHIRI KLIMA DIANA H. VARAT KATRINA C. GONZALES CHRISTOPHER L. HENDRICKS OF COUNSEL MARK L. LAMKEN SAYRE WEAVER JIM R. KARPIAK TERESA HO-URANO SAN FRANCISCO OFFICE TELEPHONE 415.421•8484 ORANGE COUNTY OFFICE TELEPHONE 714.990.0901 James W. Fitch Assessor— Recorder Kern County Official Aecords Recorded at the request of Document Process Solution RECORDING REQUESTED BY D 0 C # : 0210021679 AND WHEN RECORDED MAIL TO: III III III Richards, Watson & Gershon III IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII III III 55 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Attention: Laurence S. Weiner, Esq. WCS, 4.2ozR TELFORDT 2119/2010 9:43 AM Stat Types: 1 Pages: 16 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 Recording Fee: Exempt pursuant to California Government Code § 27383 SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT THIS SELLER RETAINED ACCESS EASEMENT AND LICENSE AGREEMENT (this "Seller Retained Access Easement and License Agreement") is made as of February L&, 2010, by NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantor"), a subsidiary of NextEra Energy Resources, LLC, to the CITY OF VERNON, a California chartered city, with an address of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates') and Grantee and dated as of February 11, 2010 (the "PSA"). Grantor is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein and (ii) an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land located in, over, across and through the Red Rock Land to permit Grantee (i) to access utilities, and (ii) to access LA\2064376.1 and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the construction of roads on the Vernon Retained Land and on other adjacent land over the costs that would be incurred from using the Red Rock Land) on the Vernon Retained Land or within or adjacent to the Seller Retained Specific Transmission Easement Route (as defined in the PSA) (the "Seller Retained Miscellaneous Easement"). For the purposes of this Seller Retained Access Easement and License Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Miscellaneous Easement or the Seller Retained License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Miscellaneous Easement or the Seller Retained License shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the Red Rock Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating Grantee's development of energy resources in a manner that is consistent with the Access Requirements (the "Seller Retained License"). Grantee shall provide Grantor a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Red Rock Land. 3. Effectiveness. Grantee shall have no right to use the Seller Retained Miscellaneous Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Seller Retained Miscellaneous Easement within the Red Rock Land (the "Seller Retained Specific Miscellaneous Easement Locations"), and (ii) entered into an Amended and Restated Seller Retained Access Easement and License Agreement, which shall amend and restate this Seller Retained Access Easement and License Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Miscellaneous Easement Locations and delete and release any extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Miscellaneous Easement Locations (the "Amended and Restated Seller Retained Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to determining the Seller Retained Specific Miscellaneous Easement Locations, Grantor shall be afforded a period not to exceed thirty (30) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with its rights to exploit the Geological Features Right (as defined in the PSA) with respect to the Red Rock Land. If and to the extent that Grantor reasonably determines that such proposed action would materially interfere with its rights to exploit the Geological Features Right with respect to the Red Rock Land, Grantor and Grantee shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations. Once Grantee and Grantor have agreed to the Seller Retained Specific Miscellaneous Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Seller Retained Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 3.2 of Seller Retained Access Easement and License Aereement 2 LA\2064376.1 the PSA with respect to the "Seller Retained Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation: a. the conditions and restrictions set forth in clauses (A) through (E) of Section 3.2.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Access Easement and License Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Miscellaneous Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Miscellaneous Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Miscellaneous Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with. Grantor's permission, other than Grantee, b. provisions providing for Grantor's right, at any time after the Closing Date (as deemed in the PSA), to request that the Amended and Restated Seller Retained Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Seller Retained Miscellaneous Easement could not lie upon the requested portion of the Red Rock Land, as provided in Section 3.2.3 of the PSA, and C. a provision that the use of the Seller Retained Miscellaneous Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.2.4 of the PSA. 4. Term. If the Amended and Restated Seller Retained Access Easement and License Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained Miscellaneous Easement. The Seller Retained License shall expire on the fifth anniversary of the Closing Date, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the Seller Retained License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Seller Retained Access Easement and License Agreement, no additional payment shall be required of Grantee for the Seller Retained Miscellaneous Easement or the Seller Retained License. 6. No Gift or Dedication. Nothing contained in this Seller Retained Access Easement and License Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Seller Retained Miscellaneous Easement, the Seller Retained License and rights granted in this Seller Retained Access Easement and License Agreement, as it Seller Retained Access Easement and License Aareement LA\2064376.1 may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortgagee Protection. No breach or violation of this Seller Retained Access Easement and License Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Access Easement and License Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Land, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governing Law. This Seller Retained Access Easement and License Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns; Covenants Running with the Land. This Seller Retained Access Easement and License Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seller Retained Access Easement and License Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 10. Severability. If any provision of this Seller Retained Access Easement and License Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 11. Complete Understanding. This Seller Retained Access Easement and License Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Seller Retained Access Easement and License Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Seller Retained Access Easement and License Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller Retained Access Easement and License Agreement. 13. Recordation of the Easement. Grantee shall accept this Seller Retained Access Easement and License Agreement and cause the same to be recorded in the office of the Kern County Recorder. Seller Retained Access Easement and License Agreement 4 LA\2064376.1 14. Remedies. In the event of any breach or threatened breach of any provision of this Seller Retained Access Easement and License Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Access Easement and License Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 15. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Access Easement and License Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 16. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a parry or an officer or representative, or to a different address, or both. 17. Counterparts. This Seller Retained Access Easement and License Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Seller Retained Access Easement and License Aereement LA\2064376.1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Access Easement and License Agreement as of the date first set forth above. GRANTOR: NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company By: _A4� Michael O' Sullivan Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA ss. COUNTY OF PALM BEACH On February �, 2010, before me, the undersigned, a notary public in and for said State, personally appeared Michael O' Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. N ry Public in and for said State NOTARY PUBLIC. -STATE OF FLORIDA Nancy E. Llama COinmission #DD708596 ,i Expires: NOV.14, 2011 BONDED'MRU4TLA`' j'ICBONDINGCO.,INC. Seller Retained Access Easement and License Agreement S-1 GRANTEE: CITY OF VERNON, a California chartered city Y�' a�- �-� Title: State of California County of Los Angeles ATTEST: By: ame:Gi Title: APPROVED AS TO FORM: By:,.� Name: Lowee.1 cG i�✓!!,� Title: 6;47 '40-t orw y GRANTEE'S ACKNOWLEDGMENT On Y-i-G, l,r CGtJt.�iS l� i 2��a befpre me, �� ' ('A �// , a Notary Public, peMonally appeared , who proved to me on the basis of satisfactory evidence to be t e person(K) whose name(.-) is/a4v- subscribed to the within instrument and acknowledged to me that he/may executed the same in his/herl 'r authorized capacity(ies), and that by his/befMiftr signature(-R) on the instrument the person(, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 4�(Seal) MANUELA GIRON Commission # 1867448 •� Notary Public - California z Z Los Angeles County MY Comm. Expires Nov 4, 2013 Seller Retained Access Easement and License Agreement S-2 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the CITY OF VERNON, a California chartered city ("Vernon"), by that certain Seller Retained Access Easement and License Agreement dated February &, 2010 executed by Vernon and NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, are hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 9.010-a.i of the City Council of the City adopted on February , 2010, and the grantee consents to recordation thereof by its duly authorized officer. Dated: February 1(a , 2010 [Authorized Officer] ACKNOWLEDGMENT State of California / ) County of A On � f %�� O�O before me, l efft ftet 4 C_7 /Affe,7,1 "i 'fin j`L � i✓b��+ (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(e) whose name(&) Wa€& subscribed to the within instrument and acknowledged to me that he/may executed the same in his/herir authorized capacity(ies), and that by his/hef4heir signature() on the instrument the person(e), or the entity upon behalf of which the person(e) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary(Public (Seal) MANUELA GIRON Commission #f 1867448 a -s Notary Public - California Z Los Angeles County My Comm. Expires Nov 4, 2013 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36'/z 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 % 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 731, Page(s) 490 of Official Records. LA\2064376.1 Parcel 6: (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 7: (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 undivided11/2 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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. Exhibit A to Seller Retained Access Easement and License AEreement 2 LA\2064376.1 Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Exhibit A to Seller Retained Access Easement and License Aereement LA\2064376.1 Parcel 20: (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 21: (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 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (APN: 444-11043) 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. Exhibit A to Seller Retained Access Easement and License Aereement 4 L,A\2064376.1 Parcel 28: (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 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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 30: (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 31: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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 33: (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. t Parcel 34: (APN: 444-120-02) Section 29, 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. Exhibit A to Seller Retained Access Easement and License Amement 5 LA\2064376.1 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2064376.1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-.7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Access Easement and License Atmement 2 LA\2064376.1 Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 19: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Access Easement and License Agreement LA\2064376.1 James W. Fitch Assessor— Recorder TELFORDT Kern County Official Records 2/19/2010 Recorded at the request of Document Process Solution RECORDING aepUeareo BY oo0210021680 AND WHEN accoaoeo mnlL TO: 9:43 AM $tat Types: 1 Pages: 16 Fees Taxes Richards, Watson & Gershon Others _ 55 South Grand Avenue, 40th Floor PAID Los Angeles, CA 90071-3101 Attention: Laurence S. Weiner, Esq. OCS- 4Z4eZ8!6 Recording Fee: Exempt pursuant to California Government Code § 27383 SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT THIS SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT (this "Seller Retained Transmission Easement Agreement") is made as of February /, 2010, by NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, with an address of 700 Universe Blvd., Juno Beach, FL 33408 ("Grantor"), a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, with an address of 4305 Santa Fe Avenue, Vernon, CA 90058 ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Vernon Retained Land"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Red Rock Land"), pursuant to that certain Purchase and Sale Agreement by and between BOULEVARD ASSOCIATES, LLC., a Delaware limited liability company ("Associates") and Grantee and dated as of February 11, 2010 (the "PSA"). Grantor is the assignee of Associates pursuant to the PSA. C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements in, over, across and through a portion of the Red Rock Land appurtenant to and benefiting the Vernon Retained Land, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Vernon Retained Land located in, over, across and through the Red Rock Land (i) to permit Grantee to access and use electric power transmission lines of the Los Angeles Department of Water and Power ("LADWP" ), Southern California Edison ("SCE") and any other applicable transmission owner (collectively, the "Transmission Owners"), and (ii) to permit any other Permissible Uses (as defined in the PSA), LA\2064321. I 0.00 0.00 0.00 $0.00 in each case in a manner that is consistent with the Access Requirements (as defined below) (the "Seller Retained Transmission Easement"). For the purposes of this Seller Retained Transmission Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Seller Retained Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Seller Retained Transmission Easement shall not interfere in any material respect with Grantor's use of the Red Rock Land. 2. Effectiveness. Grantee shall have no right to use the Seller Retained Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Seller Retained Transmission Easement within the Red Rock Land (the "Seller Retained Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Seller Retained Transmission Easement Agreement, which shall amend and restate this Seller Retained Transmission Easement Agreement to, among other things, amend Exhibit B hereto to include only the Seller Retained Specific Transmission Easement Route and delete and release any, extraneous portions of the Red Rock Land that are not part of the Seller Retained Specific Transmission Easement Route (the "Amended and Restated Seller Retained Transmission Easement Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Seller Retained Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Seller Retained Transmission Easement Agreement, which shall contain those provisions required pursuant to Section 3.1 of the PSA with respect to the "Seller Retained Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (E) of Section 3.1.2 of the PSA, including, without limitation, the provisions that (i) the Amended and Restated Seller Retained Transmission Easement Agreement shall not restrict Grantor's rights to make any use of the area covered by the Seller Retained Transmission Easement, unless the foregoing would materially interfere with Grantee's intended use of the Seller Retained Transmission Easement, and (ii) with respect to the use by Grantor and its agents of access, maintenance or patrol roads installed on or serving the Seller Retained Transmission Easement, Grantor shall reimburse Grantee any costs and expenses incurred by Grantee to repair any damage or perform any maintenance of the road caused by Grantor or any person using the road with Grantor's permission, other than Grantee, b. provisions providing for three separate one-time rights in favor of Grantee to designate, until the fifth anniversary of the Closing Date (as defined in the PSA), alternate routes for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP, SCE and one other Transmission Owner, if any, respectively, as provided in Section 3.1.3 of the PSA, subject to Section 3.1.5(c) of the PSA, C. provisions providing for Grantee's right to request minor amendments to the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 3.1.3 of the PSA, Seller Retained Transmission Easement Agreement 2 LA\2064321.1 d. a provision that, except as specifically provided in Section 3.1 of the PSA, the use of the Seller Retained Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 3.1.6 of the PSA, and e. provisions providing for Grantor's right, at any time following the Closing Date, to request that the Amended and Restated Seller Retained Transmission Easement Agreement, as the same may be amended or restated, be amended to exclude portions of the Red Rock Land on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Seller Retained Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 3.1.4 of the PSA. 3. Term. If the Amended and Restated Seller Retained Transmission Easement Agreement has not been executed and recorded on or before the fifth anniversary of the Closing Date for reasons other than Grantor's default under the PSA, this Seller Retained Transmission Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Seller Retained Transmission Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Seller Retained Transmission Easement Agreement, no additional payment shall be required of Grantee for the Seller Retained Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Seller Retained Transmission Easement Agreement shall be deemed to be a gift or dedication of any portion of the Red Rock Land to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Seller Retained Transmission Easement and rights granted in this Seller Retained Transmission Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortmee Protection. No breach or violation of this Seller Retained Transmission Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan. made in good faith and for value with respect to any portion of the Red Rock Land, but all of the provisions of this Seller Retained Transmission Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Red Rock Land or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Seller Retained Transmission Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. Seller Retained Transmission Easement Aereement LA\2064321.1 8. Successors and Assigns; Covenants Running with the Land. This Seller Retained Transmission Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Seller Retained Transmission Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Seller Retained Transmission Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Seller Retained Transmission Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Seller Retained Transmission Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Seller Retained Transmission Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Seller Retained Transmission Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Seller Retained Transmission Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Seller Retained Transmission Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Seller Retained Transmission Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. Seller Retained Transmission Easement Agreement 4 LA\2064321.1 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties" and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Seller Retained Transmission Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. 15. Notice. All notices given or permitted to be given hereunder shall be in writing. Notice is considered given either (i) when delivered in person to the recipients named in Section 19 of the PSA, (ii) upon receipt after deposit in the United States mail in a sealed envelope or container, postage and postal charges prepaid, return receipt requested or certified mail, addressed by name and address to the parties or persons intended in Section 19 of the PSA, or (iii) twenty-four (24) hours from proper and timely delivery to an overnight courier service addressed by name and address to the parties or persons specified in Section 19 of the PSA. Either party may, by notice given at any time or from time to time, require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address, or both. 16. Counterparts. This Seller Retained Transmission Easement Agreement may be executed in multiple counterparts, each of which shall be deemed the original, and all of which together shall constitute a single instrument. [Remainder of Page Intentionally Left Blank] Seller Retained Transmission Easement Agreement LA\2064321.1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Seller Retained Transmission Easement Agreement as of the date first set forth above. .:_:_ ► • ; NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company By: A�' Michael O' Sullivan Vice President GRANTOR'S ACKNOWLEDGMENT STATE OF FLORIDA M*j COUNTY OF PALM BEACH On February —q—" 2010, before me, the undersigned, a notary public in and for said State, personally appeared Michael O' Sullivan, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. e A'47�� N ry Public in and for said State NOTARY MLIC•STATE OF FLOMA Nancy E. Llama Commission #DD708596 Expires: NOV.14, 2011 BOxDEll T M ATLANTIC BMIAG CO., RM Seller Retained Transmission Easement Agreement S-1 LA\2064321.1 GRANTEE: CITY OF VERNON, a California chartered city Name: �c�; Title:�r ��eti��s2P�vZ State of California ATTEST: By: ko6�� Name:�� Title: APPROVED AS FORM: By: G� �- Name: kxkI'ehee— �✓,'t�,r✓ Title: C,;Ly llferu.,,e e GRANTEE'S ACKNOWLEDGMENT County f Los Angeles ) / / i On f�r7d�GCe��/I/J 16, �v4/D before C�GGtCt{�CGI (� txm , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the erson(i) whose name(,$) is/are subscribed to the within instrument and acknowledged to me that he/she%key executed the same in his/heir authorized capacity(ie-s), and that by his/44eek4eir signature($) on the instrument the persono), or the entity upon behalf of which the person(R) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature � (Seal) MANUELA GIRON Commission # 1867448 a -s Notary Public • California b Z Los Angeles County My Comm. Expires Nov 4, 2013 Seller Retained Transmission Easement Agreement CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the CITY OF VERNON, a California chartered city ("Vernon"), by that certain Seller Retained Transmission Easement Agreement dated February , 2010 executed by Vernon and NORTH SKY RIVER ENERGY, LLC, a Delaware limited liability company, a subsidiary of NextEra Energy Resources, LLC, a Delaware limited liability company, are hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. ; 01 o — a I of the City Council of the City adopted on February $ , 2010, and the grantee consents to recordation thereof by its duly authorized officer. Dated: February, 2010 [Authorized Officer] ACKNOWLEDGMENT State of California County of It On �ti�� & before 2o1C� /�lf�✓�df� /� � ore me, - (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s•) whose name(&) is/aye subscribed to the within instrument and acknowledged to me that he/s4@44ey executed the same in his/he4heir authorized capacity(ies), and that by his/her44eir signature(-&) on the instrument the perso*), or the entity upon behalf of which the person*) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Y Signature Signature of otary Public (Seal) MANUELA GIRON Commission # 1867448 a •i Notary Public - California z Los Angeles County My Comm. Expires Nov 4, 2013 EXHIBIT A TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF VERNON RETAINED LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, 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: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel3: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 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: 181-190-16) Fractional Section 36, Township 30 South, Range 36 %z 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 I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 5: (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 %2 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 731, Page(s) 490 of Official Records. LA\2064321.1 Parcel 6: (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 7: (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'/2 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 731, Page(s) 490 of Official Records. Parcel 8: (APN: 442-030-05) Section 13, 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 9: (APN: 442-030-03) Section 14, 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 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 10: (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 11: (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 12: (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. Exhibit A to Seller Retained Transmission Easement Aareement 2 LA\2064321.1 Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium 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 13: (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 14: (APN: 444-020-09) 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 15: (APN: 444-040-02) 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 16: (APN: 444-040-11) The West half of the Northeast 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 17: (APN: 444-070-01 & 02) Fractional Section 3, 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 18: (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 19: (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. Exhibit A to Seller Retained Transmission Easement Agreement LA\2064321.1 Parcel 20: (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 21: (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 22: (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 23: (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 24: (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 25: (APN 444-100-07) Section 21, 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 26: (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 27: (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 28: (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. Exhibit A to Seller Retained Transmission Easement AEreement 4 LA\2064321.1 Parcel 29: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of 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 30: (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 31: (APN: 444-040-18 & 19) 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 32: (APN: 444-060-03) 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 33: (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 34: (APN: 444-120-02) Section 29, 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. Exhibit A to Seller Retained Transmission Easement Aureement LA\2064321.1 EXHIBIT B TO SELLER RETAINED TRANSMISSION EASEMENT AGREEMENT LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: APN 444-100-11-00-7 and 444-100-10-00-4 Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: APN 444-080-15-00-4 and 444-080-13-00-8 Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: APN 444-080-02-00-6 and 444-080-01-00-3 Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: APN 444-060-08-00-8 Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: APN 444-060-05-00-9 The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: APN 444-050-04-00-3 Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: APN 444-050-01-00-4 Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel8: APN 444-040-15-00-2 Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. LA\2064321.1 Parcel 9: APN 444-040-13-00-6 and 444-040-09-00-5 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: APN 444-030-11-00-7 Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: APN 444-030-08-00-9 Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: APN 444-030-06-00-3 The East half of the Southeast Quarter, the Southwest Quarter of the Southeast Quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: APN 444-030-01-00-8 Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: APN 444-010-10-00-8 Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: APN 444-010-08-00-3 Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: APN 444-010-06-00-7 Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: APN 444-010-04-00-1 Lots 1 and 2 of the Northeast Quarter, 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Transmission Easement Aureement 2 LA\2064321.1 Parcel 18: APN 444-010-01-00-2 Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the official Plat thereof. Parcel 1.9: APN 444-010-13-00-7 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 unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: APN 153-110-04-00-9 Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the unincorporated 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 21: APN 153-180-09-01-4 The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of kern, State of California, according to the Official Plat thereof. Parcel 22: APN 153-180-10-01-6 The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: APN 153-110-05-01-1 Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in, the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit B to Seller Retained Transmission Easement AEreement LA\2064321.1 James W. Fitch Assessor— Recorder TELFORDT Kern County Official Aecords 2/04/2010 Recorded at the request of 10:20 AM Document Process Solution D 0 C#• 0210015157 Stat Types: 1 Pages: 8 RECORDING REQUESTED BY AND Fees 0.00 WHEN RECORDED MAIL TO: ) Taxes 0.00 Others 0.00 Richards, Watson & Gershon ) PAID $0.00 355 South Grand Avenue, 40th Floor ) -..----_-------.----------------- Los Angeles, CA 90071-3101 ) Attention: Laurence S. Wiener, Esq. ) (Space Above This Line For Recorder's Use Only) I C is- L(a(�a� T,� 1 Recording Fee: Exempt pursuant to California GgyzmawW Qed Z-13S3 AMENDMENT TO MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This AMENDMENT TO MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is made as of February A , 2010, by and between the CITY OF VERNON, a California chartered city ("Vernon" or "Buyer"), and ReNu RESOURCES, LLC, a Delaware limited liability company ("ReNu" or "Seller"). Buyer and Seller are referred to herein sometimes collectively as the "Parties". RECITALS A. The Parties entered into that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement") pursuant to which Buyer purchased 29,722.44 acres of land in Kern County, California (the "Wind Land"). The consideration for the Wind Land included certain deferred payments to Seller, if and to the extent provided in the Purchase Agreement (the "Deferred Purchase Price"). B. The Parties recorded a Memorandum of Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions with the County Recorder of Kern County on October 17, 2008 as document number 0208165198 (the "Memorandum"). C. Vernon and an unaffiliated third party (the "Red Rock Buyer") are proposing to enter into a transaction whereby Vernon would, in consideration for a one-time cash payment, sell to Red Rock Buyer an approximately 12,420 acre portion of the Wind Land as more particularly described in Exhibit A attached hereto and made a part hereof (the "Red Rock Land"). D. Under the terms of the Purchase Agreement, Vernon is solely obligated to pay the Deferred Purchase Price, if any, as and when owing. By purchasing the Red Rock Land, Red Rock Buyer will not become obligated to pay any Deferred Purchase Price nor will the Red Rock Land be encumbered by any lien or other obligation with respect to the LA\2054706.7 Deferred Purchase Price. Accordingly, the Parties are entering into this Amendment so that the Memorandum will not apply to the Red Rock Land. AGREEMENTS Now, therefore, the Parties hereby agree as follows: 1. Amendment of Memorandum. Upon the sale by Vernon of the Red Rock Land to a third party, Exhibit A of the Memorandum shall automatically be amended so that the Red Rock Land is excepted from such Exhibit A. 2. Pu ose. Nothing contained herein shall be deemed to modify or otherwise affect any of the obligations of the Parties under the Purchase Agreement. Notwithstanding the foregoing, Seller hereby waives its right to a 15 business day advance notice pursuant to Section 32 of the Purchase Agreement with respect to the sale of the Red Rock Land pursuant to a deed recorded within 30 days of the recording of this Amendment. 3. Counterparts, This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] 2 EXHIBIT A LEGAL DESCRIPTION OF RED ROCK LAND Parcel 1: (APN: 153-110-04) Section 36, 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. 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 therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, 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 2: (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 3: (APN: 153-180-09) The East half of Fractional Section 31, 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 4: (APN: 153-180-10) The West half of Fractional Section 31, 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: 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 6: (APN: 444-010-04) Lots 1 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 7: (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 Exhibit A-1 LA\2054706.7 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 8: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, 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 9: (APN: 444-010-10) Section 11, 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 10: (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 11: (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 12: (APN: 444-040-09 and 13) 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 13: (APN: 444-040-15) Section 21, 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 14: (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 15: (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 16: (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. Exhibit A-2 LA\2054706.7 Parcel 17: (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. Parcel 18: (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 19: (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. Parcel 20: (APN: 444-050-04) Section 25, 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: 444-050-01) 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 22: (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 23: (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. Exhibit A-3 LA\2054706.7 IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the day and year first written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability com any By: Name: Nicholas V.1VMoros®ff Title: Secretary BUYER: CITY OF VERNON, a California chartered city B Name: Donal 0' Callag Title: City Administrator ATTEST: By: v ame: Manuela Giron Title: City Clerk APPROVED AS TO FORM: 14�e: Laurence S. Wiener Title: City Attorney State of California ) County of On f b1-Vd r-r ll) efore me, /�'�G11l.tel q / d'�7 , a Notary Public, pe honally appeared � l 77 1 f4" Gf11ui ae4 who proved to me on the basis of satisfactory evidence to be the person(a whose name(s) is/ate subscribed to the within instrument and acknowledged to me that he/she4hey executed the same in his/her4hie4T authorized capacity(ies), and that by his/hereir signature.(s) on the instrument the person.(e), or the entity upon behalf of which the person(&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature AA(Seal) MANUELA GIRON Commission # 1867448 i •� Notary Public - California z Los Angeles County M Comm. Expires Nov 4, 2013 11 State of California County of Z-,;,-s �i11��S ) Notary Public, pers who proved to me on the basis of satisfactory evidence to be the personf�s jwhose nameisIgayd sub§qribed to the within instrument and acknowledged to me tha t (Xe/tVy executed the same irh/r/th/rr authorized capacity(iA, and that by�qhgeth/r signature(,'on the instrument the person(, f, or the entity upon behalf of which the person(s�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. p1NISIE1 V EY Commission #t 1843679 Signat (Seal) Notary Public • CstNornia Los Angeles County M Comm. Mires Apt 9, 2013