Resolution No. 2010-099RESOLUTION NO. 2010-99
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
FIRST AMENDMENTS TO THE PROPERTY MANAGEMENT
AGREEMENT AND LEASE WITH RENU RESOURCES, LLC FOR
THE MANAGEMENT AND USE OF THE TEHACHAPI WIND
RESOURCE AREA
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 owns or has rights to property in the
Tehachapi Wind Resource Area of Tehachapi, California in Kern County
with the potential for development of a large amount of renewable
energy resources ("Wind Property"); and
WHEREAS, on March 30; 2009, the City entered into an
agreement with ReNu Resources, LLC ("ReNu") for ReNu to manage the
Wind Property on behalf of the City for a monthly fee of $10,000
("Property Management Agreement"); and
WHEREAS, on March 30, 2009, the City entered into.a lease
agreement by which ReNu leased the Wind Property from the City for the
purpose of cattle and horse grazing ("Lease Agreement"); and
WHEREAS, on or about February 12, 2010, the City sold
approximately 12,420 acres of the Tehachapi Wind Resource Area to a
third party; and
WHEREAS, the City and ReNu desire to amend the Property
Management Agreement and Lease Agreement to reflect the fact that the
City now owns only a portion of the Wind Property and to reduce the
property management fee to $6,000 per month; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to amend the Property Management and Lease Agreements with
ReNu in light of the sale of a portion of the Wind Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1 The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the First Amendment to the Property Management Agreement and
the First Amendment to the Lease Agreement with ReNu ("Agreements"), a
copy of which is attached hereto as Exhibit A and incorporated by
reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreements for,
and on behalf of, the City of Vernon and the 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
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
2
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send fully
executed Agreements to:
ReNu Resources, LLC
c/o CIM Group, Inc.
Attn: Jennifer Gandin
6922 Hollywood Boulevard, 9th Floor
Los Angeles, CA 90028
SECTION 6: 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 2nd day of August, 2010.
AT'IW-ST :
Name: Hilario Gonzales
Title: Mayor / y-O Pro em
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2010-99 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, August 2, 2010,.and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this J� day of August, 2010, at Vernon, California.
Willar G. ag c i, City Clerk
(SEAL)
FIRST AMENDMENT TO
PROPERTY MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO PROPERTY MANAGEMENT AGREEMENT
(this "Amendment") is entered into as of , 2010, by and between REND
RESOURCES, LLC, a Delaware limited liability company ("Manager"), and CITY OF
VERNON, a California charter city and municipal corporation ("Owner").
RECITALS
A. Landlord and Tenant entered into that certain Property Management Agreement
dated as of March 30, 2009 (the "Agreement") pursuant to which Manager manages for Owner
approximately 30,000 acres of property in Kern County, California (the "Original Pro pertX').
The Original Property is more particularly described in Exhibit A of the Agreement. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the
Agreement.
B. On or about February 11, 2010, Owner sold a portion of the Original Property
consisting of approximately 12,420 acres (the "NextEra PropertX") to Boulevard Associates,
LLC; a Delaware limited liability corporation, a subsidiary of NextEra Energy Resources, LLC,
a Delaware limited liability company.
C. Owner and Manager desire to amend the Agreement to (a) extend the term of the
Agreement, (b) release the NextEra Property from the Agreement, and (c) revise the Property
Management Fee payable to Manager under the Agreement, each on the terms as set forth in this
Amendment.
TERMS
NOW THEREFORE, for good and valuable consideration and the mutual promises
herein contained, the parties agree as follows:
1. Release of NextEra Property. The NextEra Property is hereby released from the
Agreement. From and after February 1, 2010, all references in the Agreement to the "Property
shall mean the Original Property, less the NextEra Property. Exhibit A to the Agreement is
hereby deleted and replaced with Exhibit A attached hereto.
2. Term. The Term of the Agreement is hereby extended so that the Agreement will
expire on June 30, 2011.
3. Property Management Fee. From and after February 1, 2010, the Property Management
Fee payable under the Agreement shall be reduced to $6,000 per month, payable in arrears thirty
(30) days after Owner's receipt of an invoice from Manager.
4. Notice. The appropriate addresses and recipients for Landlord are hereby revised
to the following:
1235411 _2. DOC
If to Landlord:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Donal O'Callaghan, City Administrator
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attn: Laurence S. Wiener, City Attorney
5. Effect of Amendment. Except as modified by this Amendment, the parties
acknowledge and agree that the Agreement is in full force and effect in accordance with its
terms. In the event of conflict between the terms and conditions of the Agreement and the terms
and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and
control.
6. Entire Agreement. The Agreement, together with this Amendment,' embodies the
entire understanding between Manager and Owner with respect to its subject matter and
supersedes any prior agreements, negotiations and communications, oral or written. No
subsequent agreement, representation, or promise made by either party hereto, or by or to' an
employee, officer, agent or representative of either party hereto shall be of any effect unless it is
in writing and executed by the party to be bound thereby. This Amendment and the Agreement
can be changed only by an instrument in writing signed by Manager and Owner.
7. Counterparts; Facsimile/Email Signatures, This Amendment may be executed in
any number of counterparts, each of which shall be an original, but all of such counterparts shall
together constitute but one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile or email shall be equally effective as delivery of a manually executed
counterpart of this Amendment.
--Signatures Next Page--
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1235411_2.DOC
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date and year first above written.
"Owner":
ATTEST: CITY OF VERNON,
a California charter city and municipal corporation
By:
Name: Willard Yamaguchi By:
Title: City Clerk Name: Hilario Gonzales
Title: Mayor
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
"Manager":
RENU RESOURCES, LLC,
a Delaware limited liability company
By: CIM/Onyx Ranch Manager,
By: /1' 4114 4G
Name Avraham Shemesh `i
Title: Treasurer
3
1235411_2.DOC
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
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 ''/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 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.
4
1235411 2.DOC
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 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
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.
1235411_2.DOC
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.
6
1235411_2.DOC
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.
7
1235411 _2. DOC
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 295 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.
3
1235411_2.DOC
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of
, 2010, by and between RENU RESOURCES, LLC, a Delaware limited liability
company ("Tenant'), and CITY OF VERNON, a California charter city and municipal
corporation ("Landlord").
RECITALS
A. Landlord and Tenant entered into that certain Lease Agreement dated as of March
30, 2009 (the "Lease") pursuant to which Tenant leased from Landlord approximately 30,000
acres of property in Kern County, California (the "Original Property") for the purpose of horse
and cattle grazing. The Original Property is more particularly described in Exhibit A of the
Lease. Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Lease.
B. On or about February 11, 2010, Owner sold a portion of the Original Property
consisting of approximately 12,420 acres (the "NextEra Property") to Boulevard Associates,
LLC, a Delaware limited liability corporation, a subsidiary of NextEra Energy Resources, LLC,
a Delaware limited liability company.
C. Tenant and Landlord desire to amend the Lease to release the NextEra Property
from the Lease, as set forth in this Amendment.
TERMS
NOW THEREFORE, for good and valuable consideration and the mutual promises
herein contained, the parties agree as follows:
1. Release of NextEra Property. The NextEra Property is hereby released from the
Lease. From and after February 1, 2010, all references in the Lease to the "Property" shall mean
the Original Property, less the NextEra Property. Exhibit A to the Lease is hereby deleted and
replaced with Exhibit A attached hereto.
2. Termination. In its sole and .absolute discretion, Landlord may terminate this
Lease at any time upon sixty (60) days written notice to Tenant. Landlord shall not be held
liable to Tenant in connection with Landlord's exercise of its rights of termination under this
Lease.
3. Effect of Amendment. Except as modified by this Amendment, the parties
acknowledge and agree that the Lease is in full force and effect in accordance with its terms. In
the event of conflict between the terms and conditions of the Lease and the terms and conditions
of this Amendment; the terms and conditions of this Amendment shall prevail and control.
4. Notice. The appropriate addresses and recipients for Landlord are hereby revised
to the following:
1235408_2.DOC
If to Landlord:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Donal O'Callaghan, City Administrator
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attn:.Laurence S. Wiener, City Attorney
5. Entire Agreement. The Lease, together with this Amendment, embodies the
entire understanding between Landlord and Tenant with respect to its subject matter and
supersedes any prior agreements, negotiations and communications, oral or written. No
subsequent agreement, representation, or promise made by either party hereto, or by or to an
employee, officer, agent or representative of either party hereto shall be of any effect unless it is
in writing and executed by the party to be bound thereby. This Amendment and the Lease can be
changed only by an instrument in writing signed by Landlord and Tenant.
6. Counterparts: Facsimile/Email Signatures. This Amendment may be executed in
any number of counterparts, each of which shall be an original, but all of such counterparts shall
together constitute but one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile or email shall be equally effective as delivery of a manually executed
counterpart of this Amendment.
-- Signatures Begin Next Page --
2
1235408_2.DOC
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and
year first above written.
"Landlord":
ATTEST: CITY OF VERNON,
a California chartered city
By:
Name: Willard Yamaguchi By:
Title: City Clerk Name: Hilario Gonzales
Title: Mayor
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
"Tenant":
RENU RESOURCES, LLC,
a Delaware limited liability company
By: C1M/Onyx Ranch Manager, LLC
By: CIM/Kelso, L
By:
Name: Avr Shemesh
Title: Treasurer
3
1235408_2.DOC
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
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 '/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 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.
4
1235408 2.DOC
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 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
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.
1235408_2.DOC
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.
6
1235408_2.DOC
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.
7
1235408 2.DOC
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.
8
1235408_2.DOC
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 4, 2010
Jennifer Gandin
ReNu Resources, LLC
c/o CIM Group, Inc.
6922 Hollywood Boulevard, 9th Floor
Los Angeles, CA 90028
Re:First Amendment to Property Management Agreement & First
Amendment to Lease
Dear Ms. Gandin:
Enclosed please find the fully executed First Amendments to the
Property Management Agreement and the Lease approved by City
Council on August 2, 2010, through Resolution No. 2010-99.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Ver truly yours,
WILLARD G. Y M GU H
City Clerk
WGY:dj
c: Carlos Fandino
Donal O'Callaghan
Laurence Wiener
Purchasing Department
Resolution No. 2010-99
Agreement File No. 10-048
EXclusivefy Industfiaf
FIRST AMENDMENT TO
PROPERTY MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO PROPERTY MANAGEMENT AGREEMENT
(this "Amendment") is entered into as of du. ' L 'j 2 , 2010, by and between RENU
RESOURCES, LLC, a Delaware limited liabi ity company ("Manager"), and CITY OF
VERNON, a California charter city and municipal corporation ("Owner").
RECITALS
A. Landlord and Tenant entered into that certain Property Management Agreement
dated as of March 30, 2009 (the "Agreement") pursuant to which Manager manages for Owner
approximately 30,000 acres of property in Kern County, California (the "Original Property").
The Original Property is more particularly described in Exhibit A of the Agreement. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the
Agreement.
B. On or about February 11, 2010, Owner sold a portion of the Original Property
consisting of approximately 12,420 acres (the "NextEra Property") to Boulevard Associates,
LLC, a Delaware limited liability corporation, a subsidiary of NextEra Energy Resources, LLC,
a Delaware limited liability company.
C. Owner and Manager desire to amend the Agreement to (a) extend the term of the
Agreement, (b) release the NextEra Property from the Agreement, and (c) revise the Property
Management Fee payable to Manager under the Agreement, each on the terms as set forth in this
Amendment.
TERMS
NOW THEREFORE, for good and valuable consideration and the mutual promises
herein contained, the parties agree as follows:
l . Release of NextEra Property. The NextEra Property is hereby released from the
Agreement. From and after February 1, 2010, all references in the Agreement to the "Property"
shall mean the Original Property, less the NextEra Property. Exhibit A to the Agreement is
hereby deleted and replaced with Exhibit A attached hereto.
2. Term. The Term of the Agreement is hereby extended so that the Agreement will
expire on June 30, 2011.
3. Property Management Fee. From and after February 1, 2010, the Property Management
Fee payable under the Agreement shall be reduced to $6,000 per month, payable in arrears thirty
(30) days after Owner's receipt of an invoice from Manager.
4. Notice. The appropriate addresses and recipients for Landlord are hereby revised
to the following:
1235411 _2. DOC
If to Landlord:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Donal O'Callaghan, City Administrator
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attn: Laurence S. Wiener, City Attorney
5. Effect of Amendment. Except as modified by this Amendment, the parties
acknowledge and agree that the Agreement is in full force and effect in accordance with its
terms. In the event of conflict between the terms and conditions of the Agreement and the terms
and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and
control,
6. Entire Agreement. The Agreement, together with this Amendment, embodies the
entire understanding between Manager and Owner with respect to its subject matter and
supersedes any prior agreements, negotiations and communications, oral or written. No
subsequent agreement, representation, or promise made by either party hereto, or by or to' an
employee, officer, agent or representative of either party hereto shall be of any effect unless it is
in writing and executed by the party to be bound thereby. This Amendment and the Agreement
can be changed only by an instrument in writing signed by Manager and Owner.
7. Counterparts, Facsimile/Email Signatures. This Amendment may be executed in
any number of counterparts, each of which shall be an original, but all of such counterparts shall
together constitute but one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile or email shall be equally effective as delivery of a manually executed
counterpart of this Amendment.
--Signatures Next Page--
2
1235411 _2. DOC
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date and year firstabove written.
"Owner":
ATTE . CITY OF VERNON,
IAIa California charter city and municipal corporation
By: `
Name: Wil and am u i By:
Title: City Cle Name: Hilario Gonzales
Title: Mayor
OV DAST
Laurence S. Wiener, City Attorney
"Manager":
RENU RESOURCES, LLC,
a Delaware limited liability company
By: CIM/Onyx Ranch Manager,
By: /�/ �'"�� -4`0
Name: Avraham Shemesh
Title: Treasurer
3
1235411 _2. DOC
EXHIBIT A
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
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 fiirther 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.
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.
4
1235411 _2. DOC
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 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
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.
1235411 _2. DOC
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.
6
1235411 _2. DOC
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.
7
1235411 _2. DOC
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 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.
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.
1235411 _2. D OC
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of
�54- , 2010, by and between RENU RESOURCES, LLC, a Delaware limited liability
company ("Tenant"), and CITY OF VERNON, a California charter city and municipal
corporation ("Landlord").
RECTTALS
A. Landlord and Tenant entered into that certain Lease Agreement dated as of March
30, 2009 (the "Lease") pursuant to which Tenant leased from Landlord approximately 30,000
acres of property in Kern County, California (the "Original Property") for the purpose of horse
and cattle grazing. The Original Property is more particularly described in Exhibit A of the
Lease. Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Lease.
B. On or about February 11, 2010, Owner sold a portion of the Original Property
consisting of approximately 12,420 acres (the "NextEra Property") to Boulevard Associates,
LLC, a Delaware limited liability corporation, a subsidiary of NextEra Energy Resources, LLC,
a Delaware limited liability company.
C. Tenant and Landlord desire to amend the Lease to release the NextEra Property
from the Lease, as set forth in this Amendment.
TERMS
NOW THEREFORE, for good and valuable consideration and the mutual promises
herein contained, the parties agree as follows:
1. Release of NextEra Property. The NextEra Property is hereby released from the
Lease. From and after February 1, 2010, all references in the Lease to the "Property" shall mean
the Original Property, less the NextEra Property. Exhibit A to the Lease is hereby deleted and
replaced with Exhibit A attached hereto.
2. Termination. In its sole and absolute discretion, Landlord may terminate this
Lease at any time upon sixty (60) days written notice to Tenant. Landlord shall not be held
liable to Tenant in connection with Landlord's exercise of its rights of termination under this
Lease.
3. Effect of Amendment. Except as modified by this Amendment, the parties
acknowledge and agree that the Lease is in full force and effect in accordance with its terms. In
the event of conflict between the terms and conditions of the Lease and the terms and conditions
of this Amendment, the terms and conditions of this Amendment shall prevail and control.
4. Notice. The appropriate addresses and recipients for Landlord are hereby revised
to the following:
1235408_2. DOC
If to Landlord:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Donal O'Callaghan, City Administrator
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attn: Laurence S. Wiener, City Attorney
5. Entire Agreement. The Lease, together with this Amendment, embodies the
entire understanding between Landlord and Tenant with respect to its subject matter and
supersedes any prior agreements, negotiations and communications, oral or written. No
subsequent agreement, representation, or promise made by either party hereto, or by or to an
employee, officer, agent or representative of either party hereto shall be of any effect unless it is
in writing and executed by the party to be bound thereby. This Amendment and the Lease can be
changed only by an instrument in writing signed by Landlord and Tenant.
6. Counterparts: Facsimile/Email Signatures. This Amendment may be executed in
any number of counterparts, each of which shall be an original, but all of such counterparts shall
together constitute but one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile or email shall be equally effective as delivery of a manually executed
counterpart of this Amendment.
-- Signatures Begin Next Page --
2
1235408_2. DOC
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and
year first above written.
A
"Landlord":
CITY OF VERNON,
a California chartered city
By: _ It .=..�2
Name: Hilario Gonzales
Title: Mayor
-ney
"Tenant":
RENU RESOURCES, LLC,
a Delaware limited liability company
By: CIM/01
B
Name
Title:
Avraham Shemesh
Treasurer
bf
3
1235408_2. DOC
EXHIBIT A
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
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 '/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 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.
4
1235408_2. DOC
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
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.
1235408_2. DOC
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.
6
1235408_2. D OC
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.
7
1235408 2.DOC
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.
1235408_2. DOC
RECEIVED
JUL 2 1 2010
CITY CLERK'S OFFICE
STAFF REPORT
OFFICE OF THE CITY ATTORNEY
DATE: July lb, ZulU
TO: Honorable Mayor and Members of the City Counq� . �;N
FROM: Diana H. Varat, Assistant City Attorney
RE: Amendments to Property Management Agreement and Lease Agreement
with ReNu Resources, LLC
In March 2009, the City entered into two agreements with ReNu Resources, LLC
("ReNu") for the management of and use of the City's property in the Tehachapi Wind
Resources Area. Under those agreements, ReNu received $10,000 per month for
property management services. The agreements also authorized ReNu to sublease the
property for the purpose of cattle and horse grazing.
1n February 2010, the City sold approximately 12,420 acres of the property to Boulevard
Associates, LLC, a subsidiary of NextEra Energy Resources, LLC. Given the reduced
size of the City's property, the City and ReNu have agreed that the City should pay a
proportionally reduced amount for the property management fee. The Amendments
attached hereto revise the Agreements to reflect the reduced size of the property and
the new property management fee.
Recommendation
Approve and authorize execution of the First Amendment to Property Management
Agreement and First Amendment to Lease Agreement with ReNu Resources, LLC to
reflect the reduction in Tehachapi area property owned by the City and the reduced
monthly property management fee.
Attachment
JUL 2 0 2010