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Resolution No. 2010-186RESOLUTION NO. 2010-186 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING THR EXECUTION OF A THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF VERNON AND RENU RESOURCES, LLC, RELATING TO THE PURCHASE OF LAND FOR POTENTIAL DEVELOPMENT OF RENEWABLE RESOURCES, AND RELATED EASEMENT AGREEMENTS AND OTHER DOCUMENTS WHEREAS, the City of Vernon (the "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, on August 12, 2008, the City Council of the City of Vernon adopted Resolution No. 9689 approving the Purchase and Sale Agreement and Joint Escrow Instructions dated August 13, 2008 (the "Original Agreement"), with ReNu Resources, LLC for the purchase of property in Kern County in the area known as the Tehachapi Wind Resource Area (the "Wind Property") for the potential development of renewable resources; and WHEREAS, on September 8, 2008, the City Council of the City of Vernon adopted Resolution No. 9709, which approved and ratified the execution of a First Amendment to the Original Agreement dated August 28, 2008 and a Second Amendment to the Original Agreement dated September 4, 2008; and WHEREAS, on October 6, 2008, the City Council of the City of Vernon adopted Resolution No. 9734, which approved and ratified the execution of a Third Amendment to the Original Agreement; and WHEREAS, on February 23, 2009, the City Council of the City of Vernon adopted Resolution No.' 9862, which approved the Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions (the "Agreement") dated as of October 8, 2008, mhich amended and restated the Original Agreement; and WHEREAS, on November 15, 2010, the City Council of the City of Vernon adopted Resolution No. 2010-164, which approved and ratified the execution of a First Amendment to the Agreement dated October 12, 2009, and approved the execution of a Second Amendment to the Agreement dated as of October 17, 2010; and WHEREAS, the City desires to enter into a Third Amendment to the Agreement to extend the expiration of a transmission easement agreement benefitting the Wind Property; and WHEREAS, the City desires to approve the Third Amendment to the Agreement; and WHEREAS, the City desires.to enter into certain easement agreements benefitting and burdening the Wind Property pursuant to the terms of the Agreement. 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 approves, and hereby authorizes the City Administrator to execute, a Third Amendment to the Agreement, in substantially the form attached hereto as Exhibit A, 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 enter into and execute easement 2 agreements benefitting and burdening the Wind Property pursuant to the Agreement, together with all other agreements and documents the City Administrator may deem necessary or desirable to effect and carry out the purposes and intent of the Agreement, 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 20th day of December, 2010. Name: Hilario Gonzales Title: t4Ic - , 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. 2010-186, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Monday, December 20, 2010, and thereafter was duly signed by the Mayor or Mayor Pro -Tern of the City of Vernon. Executed this ?'I""' day of December, 2010, at Vernon, California. 4illard Y ma hi, ity Clerk (SEAL) 0 EXHIBIT A THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND, JOINT ESCROW INSTRUCTIONS This THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW. INSTRUCTIONS (this "Amendment") is entered into as of December 1., 2010, by and between ReNu RESOURCES, LLC, a Delaware limited liability company.("ReNu" or "Seller"), and the CITY OF VERNON, a California chartered . city ("Vernon" or "Buyer"). Seller and Buyer are referred to herein sometimes individually as a "P�" and collectively as the "Parties." RECITALS A. Vernon entered into that certain amended and restated purchase -and sale agreement dated as of October 8, 2008 (the "Original PSA" ); 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. The Original PSA was amended pursuant to that certain letter agreement dated October 12, 2009 by and between Vernon and ReNu and subsequently amended pursuant: to that certain second amendment to amended and restated purchase and sale agreement dated as of October 17, 2010 by and between Vernon. and ReNu (as amended from time to time, the "RSA"). - Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PSA. B. The Parties desire to amend the PSA as set forth more particularly below. NOW, THEREFORE, the Parties agree as follows: AGREEMENT ARTICLE 1. AMENDMENT .Extension of Term. In order to extend the deadline for executing and recording the WL Specific Transmission Easement Agreement, -the last sentence of Section l (d)(i) of the PSA is hereby modified as follows, Where strike -through indicates deleted text and underline indicates new text: If the WL Specific Transmission' Easement Agreement (as defined below) has not been executed and recorded on or before Beeembei--1, 20 10 January 14, 2011 for reasons other than Seller's default. the WL 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 WL General Transmission Easement Agreement. LA\22004013 ARTICLE 2. MISCELLANEOUS 2.1 Amended Agreement. Any reference .to the PSA shall mean a reference to the PSA as amended by this Amendment. Except as expressly set forth herein, the PSA shall remain unchanged and in full ' force and effect. The amendments set forth herein are limited to the specifics hereof and shall not operate as a consent to any further or other matter under the PSA. This Amendment, and terms and provisions hereof, constitute the entire agreement among the parties pertaining to the subject. matter hereof and supersedes any and all .prior or contemporaneous amendments or discussions relating to the subject matter hereof. 2.2 Goveminp, 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. 'Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method shall be equally as effective as delivery of an original executed counterpart of this Amendment. 2.4 Full Force and Effect. Each Party confirms that the PSA is in full force and effect and remains a binding obligation of the Parties. [Signature pages follows] 2 LA\2200401.3 IN WITNESS WHEREOF, the Parties have executed this Third. Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions as of the date first above written. SELLER: 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'--1 J.,Ari iller BUYER: CITY OF VERNON ,a California chartered city By: Mark Whitworth City Administrator APPROVED AS TO FORM: AFFIRMED: CITY CLERK By:. Name: Willard G.- :Yamaguchi City Clerk Willard G. Yamaguchi, Interim City Attorney it O! 4 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 December 22, 2010 Peter Jasinski Latham & Watkins LLP 355 South Grand Avenue Los Angeles, CA 90071 Re: 3rd Amendment to Amended and Restated ReNu Purchase Agreement Dear Mr. Jasinski Please find enclosed one fully executed original amendment, approved by the City Council of the City of Vernon on December 20, 2010, through Resolution No. 2010-186. If you have any questions regarding this matter, please call Mr. Mark Whitworth at (323) 583- 8811 ext. 398. Very, rely yours, WILLARD G. YVMGU City Clerk WY:dj c: Mark Whitworth Rory Burnett Resolution No. 2010-186 Agreement No. 10-087 Exchtsivefy Industrid THIRD AMENDMENT TO AMENDED. AND RESTATED PURCHASE AND SALE AGREEMENT AND, JOINT ESCROW INSTRUCTIONS This THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW. INSTRUCTIONS (this "Amendment") is entered into as of December 1., 2010, by and between ReNu RESOURCES, LLC, a Delaware limited liability company.("ReNu" or "Seller"), and the CITY OF VERNON, a California chartered .city ("Vernon or `Buyer"). Seller and Buyer are referred to herein sometimes individually as a "Part " and collectively as the "Parties." RECITALS A. Vernon entered into that certain amended- and restated purchase -and sale agreement dated as of October 8, 2008 (the "Original PSA"), 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. The Original PSA was amended pursuant to that certain letter agreement dated October 12, 2009 by and between Vernon and ReNu and. subsequently amended pursuant to that certain second amendment to amended and restated purchase and sale agreement dated as of October 17, 2010 by and between Vernon. and ReNu (as amended from time to time, the "PSA"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PSA. B The Parties desire to amend the PSA as set forth more particularly below. NOW, THEREFORE, the Parties agree as follows: AGREEMENT ARTICLE 1. AMENDMENT Extension of Term. In order to extend- the deadline for executing and recording the WL Specific Transmission Easement, Agreement, the last sentence of Section 1(d)(i) of the PSA is hereby modified as follows, where strike -through indicates deleted text and underline indicates new text: If the WL Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before D�eemb.er1, 20 10 January 14. 2011 for reasons other than Seller's default-, the WL 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 WL General Transmission Easement Agreement. ARTICLE 2. MISCELLANEOUS 2.1 Amended Agreement. Any reference .to the PSA shall mean a reference to the PSA as amended by this Amendment. Except as expressly set forth herein, the PSA shall remain unchanged and in full force and effect. The amendments set forth herein are limited to the specifics hereof and shall not operate as a consent to any further or other matter under the PSA. This Amendment, and terms and provisions hereof, constitute the entire agreement among the parties pertaining to the subject. matter hereof and supersedes any and all .prior or contemporaneous amendments or discussions relating to the subject matter hereof. 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, e ,P of which is an original, but all of which together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or other, electronic method shall be equally as effective as delivery of an original executed counterpart of this Amendment. 2.4 Full Force and Effect. Each Party confirms that the PSA is in full force and effect and remains a binding obligation of the Parties. [Signature pages follows] 2 LA\2200401.3 IN WITNESS WHEREOF, the Parties have executed this Third. Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions as of the date first above written. SELLER: 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 BUYER: CITY OF VERNON ,a California chartered city, By: e1/'tl M c Whitworth Administrator APP 0VED AS JO-.NORM: AFFIRMED: CITY CLERK By:. Name: Willard am - hi City Clerk Willard G. ag ch' Interim City Attorney DATE: TO: FROM: RE: STAFF REPORT City Attorney December 13, 2010 Honorable Mayor and City Council Willard G. Yamaguchi, Interim City Attorney ReNu Resources, LLC Kern County Property Development RECOW7 e6 DEC 1 4 2010 CITY CLERK'S lit° UE ,The City of Vernon entered into a Purchase and Sale Agreement and Escrow Instructions dated August 13, 2008 with ReNu Resources, LLC, for the purchase of property in Kern County for the potential development of renewable resources. The Agreement was amended three times, and then amended and restated to consolidate the Agreement and all of the amendments. Under the Agreement, the City of Vernon has the right to designate transmission and access easements benefitting the property, and ReNu has the right to designate similar easements burdening the property. A First Amendment and Second Amendment to the amended and restated Agreement was executed to extend the deadline for designating the easement routes. A Third Amendment to the amended and restated Agreement has been negotiated to further extend the deadline. This Resolution authorizes the execution of the Third Amendment as well as the easement agreements and other documents deemed necessary or desirable by the City Administrator to carry out the purposes of the Agreement. Recommendation Ii is hereby recommended that the City approve the execution of a third amendment to amended and restated purchase agreement and joint escrow instructions related to the purchase of land for potential development of renewable resources. Direct Dial: 213.891.8180 355 South Grand Avenue peter.jasinski@lw.com Los Angeles, California 90071-1MO Tel: +1.213.485.1234 Fax: + .2,1- www.lw.com 9.1_87 IERV L A T H A M& W AT K I N S LLP FIRM / AFFILIATE OFFICES Abu Dhabi Moscow 1 FEB 0 1 2011 Barcelona Munich Beijing New Jersey CITY ATTORNEY DEPT. I� Brussels New York s Chicago Orange County January 31, 2011 Doha Paris Dubai Riyadh VIA FEDEX Frank furt Rome Hamburg San Diego Hong Kong San Francisco Houston Shanghai Willard Yamaguchi, City Attorney London Silicon valley The City of Vernon Los Angeles Singapore 4305 Santa Fe Avenue Madrid Tokyo Milan Washington, D.C. Vernon, California 90058 File No. 037484-0015 Re: ReNu Transmission Easement and Access Easement Dear Willard, Please find enclosed the Amended and Restated Access Easement and License Agreement and the Amended and Restated Transmission Easement Agreement, in each case executed by ReNu. The red -flagged pages should be replaced with your original signature pages before recording. Please let us know if you have any questions or concerns. Best Peter M. Jasinsh of LATHAM & Enclosures LLP ,...... _ ..gin_ ..... .. . .: OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 3, 2011 Mr. James W. Fitch Kern County Assessor -Recorder 1115 Truxtun Avenue Bakersfield, CA 93301-4639 Dear Mr. Fitch: Transmitted herewith area fully executed Amended and Restated Transmission Easement Agreement and a fully executed Amended and Restated Access Easement and License Agreement from ReNu Resources, LLC, for certain real property in the unincorporated areas of Kern county, as more particularly described on Exhibit B of both_ documents. Please record said documents and return to the attention of the undersigned. If you have any questions, you may contact me at (323) 583-8811 Ext. 175. Very, truly yours, WILLARD G. YA UC City Clerk WGY:dj Enclosures c: Peter Jasinski Resolution No. 2010-186 Agreement File No. 10-087 Exclusively Industrial TONY ANSOLABEHERE RECORDER'S OFFICE Assistant Assessor JAMES W. FITCH Telephone: (661)80"448 1655 Chester Avenue JEANI SMITH Kerb County Assessor -Recorder Bakersfield, CA93301.5232 tg Assistant Recorder Visit our website: www.recorder.co,kem.Ca.us NOTICE OF REJECTED DOCUMENT(S) Date: 2i8i2011 Amt(l): INME j CITY OF VERNON - CITY CLERK Amt(z): Amt(3): 4305 SANTA FE AVE CNTE = Check Not To Exceed... NME = No Money (was) Enclosed VERNON ICA 90058- _ _ Re: (2) Amended Easements - ReNu Resources ^� THE DOCUMENT(S) COULD NOT BE RECORDED FOR THE FOLLOWING REASON(S): If checked, recording fees appear correct. Please remit fees back with your resubmitted corrected document(s) El If checked, recording fees are: (this fee includes any additional pages for acknowledgments, or cover pages) or a fee schedule may be enclosed. ✓ 1. Additional Rejection Reason(s): "ortion(s) of text (including maps/drawings) is not legible for recording. Substitute a legible copy for that portion. Note: Although the ext maybe read, it maybe too "illegible" to scan properly and be legibly reproduced later. [GC 27201] 2, NOTE: Problem areas have been indicated by a red -check on the document(s) for your convenience. M ADDITIONAL COMMENTS (IF ANY): Sincerely, JAMES W. FITCH Sabrina M. By: ;Deputy My Direct Line: 868-6417 Kern County Assessor -Recorder NOTE. Bylaw, the Recorder's Office is unable to give you legal; advice. Le., help in completing legal forms (Documents, Preliminary Change of Ownership Reports POOR, etc.), or answering legal questions. Such advice should be obtained from your legal advisor(s). For assistance in completing the PCOR, contact the Assessor's Office at (661) 868-3485. Office Control Number: 71970-1 FKRECEIVE10301 IF YOU LEAVE A VOICE NIESSAGE FEB 10 2011 INCLUDE THE OFFICE CONTROL NUMBER ABOVE. r I i;„ "u;va I WANT YOUR DOCUMENT REJECTED? USE CAMERA SEES fight Print (Watch out for dot matrix printers l) ag the .. th"T'ly, 36.03 acre subdiviiion of lands kri es "Nadror.* Knoll", Being the no-theastarly 36.03 acre s.bdivi6ion of Annda k.oun a. "N.droca Knoll". lel, ... t.d and so designated on a certain map entitled `!lap Of Madrona Knoll", as d. lic..t.d and so designer ad on a certain map ontitlrd '1!.p of Madr 000 Knoll", ,eyed at the request of B. W. Paxton, administrator of the estate of 0,,W. Paxton Surveyed at the request of B.W. Paxton, administrator of the estate of C. V. Paxton, I Cross, Licensed Surveyor, and recorded in the office of the Recorder of the A. B Cross, Lfccnsad Surveyor, and recorded in the office of the Record. v of the I County of Sonoma, on the 29th Day of May, 1913. said County of Son—, on the 29th Day of liny, 1913. :Ptftg therefrom that portion conveyed to the County of Sonoma, in deed recorded Nary 26, 1970, In Book 2441, page 579, Official Records. ark Background Exceptint ; therefrom that portion conveyed to the County of Sonoma, in deed recorded January 26, 1970, In Book 2441, page 579, Official Records. ETHER -!Tl( 'h, ....... h r-li MPI. - h I. •'Ilk "0, .. . ... ..... 0, C P"T.""'Securing: C ....... iard .................. . .... i" P ... .......n. h� A- m .......... ... -6, L", - ­__'. I I- I ­a., o."'. �1­ ­.fi .. "IM :!.ot,t-rr ,c,t.thr Socrrd urit, if lhi% 11-1 of r A 11, ".1, hj r pad 'a"', ,f I b" Ili .I I I " ", I " d,d I. l.a. 11.6, 1. I ., , , 71 ; 'I., i,,, _ -h- ­. a w, (1, 1 V-1, 1. i. , h, 6.4 ..1 .. I fir . . ... ...... 1-f P.- 4b. 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Saw .—I Wly) 1—) (60 GOLDEN SAY TITLE COMPANY, A California corporation, herein cstlod risume, end herein ailed NNIFICIARY. wi GRANT], TRANSFERS AND ASSIGNS tO TRUSTEE IN TRUST, WITH MWER W SALsk that properly in ---C-.Iy, calirm"is described ES: ni Tha, i— of T,.,,. Tr-,.r z­ . ... ...... ... . ... ........ ..... . ...... • ­11T. '7.k 1 —ur, . . ....... . . . . ...... ... ..... .11 IN .. ......... . 7-- Doc..Orit ­ V E�:Oawsrijt.No. Doc.&nt Certific.t* of off ics.1 kedew.irig Officer Req.i'vii—rits: Govt. 664V2 Govt. Z:7k89.1 (namess) Govt. 272e7 Sack) In sort.* cot.ritless this certificate appear is on this, map and not as a separate document.. REMEMBER YOUR RECORDER MUST REDUCE YOUR DOCUMENT TO ABOUT THIS SIZE! RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Willard Yamaguchi, City Attorney Recording Fee: Exempt pursuant to California Government Code § 27383 AMENDED AND RESTATED ACCESS EASEMENT AND LICENSE AGREEMENT THIS AMENDED AND RESTATED ACCESS EASEMENT AND LICENSE AGREEMENT (this "Agreement") is made as of January 14, 2011 (the "Effective Date'), by ReNu RESOURCES, LLC, a Delaware limited liability company ("ReNu" or "Grantor") to the CITY OF. VERNON, a California chartered city ("Vernon" or "Grantee"). Each of Grantor and Grantee are sometimes referred to herein individually as a "P=" and collectively as the "Parties". Unless otherwise indicated, capitalized terms have the meanings given them in this Agreement. RECITALS A. ReNu owns that certain real property located in the unincorporated areas of Kern County, as more particularly described on Exhibit A attached hereto (the "Easement Property"). B. ReNu sold and conveyed to Vernon certain real property located in the unincorporated areas of Kern county, as more particularly described on Exhibit B attached hereto (the "Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions (the "Original PSA") by and between ReNu and Vernon and dated as of October 8, 2008, a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198. The Original PSA was amended by that certain letter amendment dated October 12, 2009 from Vernon to ReNu (the "First Amendment"), and further amended by that certain Second Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow, Instructions dated October 17, 2010 by and between ReNu and Vernon (the "Second Amendment") and that certain Third Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated December 1, 2010 (the "Third Amendment"; the Original PSA as amended by the First Amendment, Second Amendment and Third Amendment, the "PSA"). C. Pursuant to the PSA; the Parties entered into that certain Access Easement and License Agreement dated October 16, 2008 and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165195 (the "Original Agreement"). D. Pursuant to the Original Agreement, Grantor granted to Grantee, among other things, a general easement appurtenant to and benefitting the Appurtenant Property, which allows Grantee to 'designate locations for easements on the Easement Property over which Grantor will grant Grantee easements required to access utilities and to access or construct roads. LA\2145419.13 E. The Parties have determined, identified and agreed to such preferred, specific easement locations, as more particularly described on Exhibit C attached hereto (the "Specific Easement Locations"). F. The Parties now desire to amend and restate the Original Agreement in order to put of record the Specific Easement Locations, and to establish the rights and duties of the Parties with respect to each other and the Easements. 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: AGREEMENT Section 1. GRANT OF EASEMENTS AND LICENSE. 1.1 Easements. Grantor hereby grants to Grantee and Grantee accepts from Grantor non-exclusive easements (the "Easements") appurtenant to and benefitting the Appurtenant Property located in, over, across and through the Specific Easement Locations to permit Grantee (a) to access Utility Facilities (including the right to construct, operate, maintain, replace, relocate or remove facilities reasonably necessary for such access, including without limitation piping, electrical cables and wires (including underground), junction or splice boxes, electrical energy storage or similar facilities) and (b) to access (or, with the consent of Grantor not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved, including for transportation of cranes, turbines and other equipment and materials used in connection with the Wind Project (as defined below)), in each case in a manner that is consistent with the Easement Requirements set forth in Section 1.3 and only to the extent that any such access or related rights cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Appurtenant Property, to access the relevant utilities or constructing roads on the Appurtenant Property over the costs that would be incurred from using the Easement Property) on the Appurtenant Property or within or adjacent to the WL, Specific Transmission Easement Route (as defined in the PSA). Such access is limited to the Specific Easement Locations. Grantee shall be responsible for all reasonable maintenance of such roads or other facilities based on Grantee's usage of such improvements. "Utility Facilities" consist of facilities that provide utility services, including without limitation water, electricity, piping, drainage and other services typically associated with utility service. 1.1.1 Additional Easement Locations. Pursuant to Section l (e)(v) of the PSA,, Grantor acknowledges and agrees that Grantee shall have the right from time to time but no later than December 31, 2012 to designate on the Easement Property additional Easements subject to the requirements of this Section 1 and said Section l(e)(v) of the PSA. 1.2 License. Grantor hereby grants to Grantee and Grantee accepts from Grantor an irrevocable, non-exclusive license, expiring on the first anniversary of the date of commencement of commercial operation of a wind energy project (the "Wind Project") on the Appurtenant Property, to access the Easement Property for the purpose of conducting studies, 2 investigations and tests thereon, and the physical components thereof, to the extent reasonably' related to the development of the Appurtenant Property, in each case in a manner that is consistent with the Access Requirements set forth in Section 1.3.1 (collectively, the "License"). 1.3 Easement Requirements. Notwithstanding any other provision of this. Agreement, the Easements and License granted herein are subject to the following requirements, rights and restrictions ("Easement Requirements"): 1.3.1 Access Requirements. (a) Any use of any easement, right-of-way, license or other access right granted hereunder by its holder shall be subject to reasonable conditions as the owner of the real property subject to such easement, right-of-way, license or other access right may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (b) the use of any easement, right-of-way, license or other access right granted hereunder by its holder shall not interfere in any material respect with the use of the real property subject to such easement, right-of-way, license or other access right by the owner thereof (collectively, the "Access Requirements"). 1.3.2 Grantor's Rights. (a) No provision of this Agreement shall restrict Grantor's right to cross the Easements or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Easements, unless the foregoing would materially interfere with Grantee's intended use of the Easements. (b) Grantor. and its agents shall be permitted to use any access, maintenance . or patrol roads installed on the Specific Easement Locations or serving the Easements unless such use would materially interfere with Grantee's intended use of the Easements. (c) The Easements shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive and where Grantee has provided Grantor with written notice of the same, except that Grantor shall be entitled to use any roads installed by. Grantor unless such use would materially interfere with Grantee's intended use of the Easements. (d) In no event shall the holder of the Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Easements. (e) Grantor may from time to time request Grantee to amend this Agreement to exclude any portions of the Easement Property on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to exclude from the Easements. Provided Grantor uses commercially reasonable efforts to provide alternate routes for the Easements, -Grantee shall consent to any reasonable request and execute an appropriate amendment to this Agreement in recordable form. Grantor shall reimburse Grantee for any reasonable out-of- LA\2145419.13 pocket, third party costs incurred by Grantee in connection with documenting and analyzing any requested amendment to this Agreement. (f) Grantee acknowledges that it has inspected the Specific Easement Locations and shall be deemed to have accepted the Specific Easement Locations "AS IS," in their then condition, and Grantee hereby releases Grantor from any liability or loss caused by the use of the Easements by Grantee. Grantor shall not be responsible for and Granteeexpressly releases Grantor from and waives any claim for loss or damage to person or property (including vehicles) occurring within the . Easement Property due to theft, vandalism, accident or other cause, unless such claim, loss or damage is caused by the gross negligence or willful misconduct of Grantor or any of Grantor's invitees, employees, agents, contractors or tenants. In no event shall Grantor be liable for consequential damages for any cause whatsoever. (g) Except as indicated on Exhibit C, and without limiting the width of the Specific Easement Locations as specified therein, the width of the corridor of the Easements specified in this Section 1.1 shall not exceed the industry standard for such easements at issue. Section 2. TERM. The term of the Easements (the "Term") shall begin upon the Effective Date, and shall continue in perpetuity. Each of the Easements granted is irrevocable except as otherwise specified in this Agreement. The License shall expire on the first anniversary of the _date of commencement of commercial operation of the Wind Project, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the License following its expiration. Section 3. COST. The use of the Easements shall be at no additional cost paid by Grantee to Grantor; provided that nothing in this Section 3 shall limit Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements. Section 4. TAXES. Grantee will pay or reimburse Grantor for any transfer taxes assessed in connection with the granting of the Easements. Grantee shall pay any .increase in the real or personal property taxes on the Easement Property that is directly attributable to the installation by Grantee of any roads approved by Grantor or other improvements permitted hereunder (the "Wind Project Improvements") on the Specific Easement Locations. Grantee shall request that the Wind Project Improvements be separately assessed and that taxing authorities bill Grantee directly for taxes' attributable to the Wind Project Improvements. Grantee shall not be liable for taxes attributable to facilities installed by Grantor or others on the Easement Property (including on the Specific Easement Locations), to the underlying value of the Easement Property itself or for any increase due to any other cause. Grantee agrees to reimburse Grantor for any taxes paid by Grantor that are properly payable by Grantee under the terms of this Agreement. To receive reimbursement, Grantor must submit any property tax bill to Grantee for reimbursement within thirty (30) days after Grantor receives the bill from a taxing authority. The Parties agree to fully cooperate to obtain any available tax reductions, refunds or tax abatements. 4 LA\2145419.13 Section 5. GRANTEE'S DUTIES AND REPRESENTATIONS. 5.1 Care and Appearance. Grantee shall at all times maintain the Wind Project Improvements in a neat, clean and presentable condition. Grantee shall not willfully destroy the. Easement Property and shall keep the Specific Easement Locations and all Wind Project Improvements thereon clean and free of debris created by Grantee, its contractors or others brought on to the Easement Property by Grantee. Grantee shall be responsible for any required weed control on those portions of Specific Easement Locations that are not used as pasture or grasslands or actively farmed by Grantor. Grantee shall not use the Specific Easement Locations for storage of materials or staging of construction, except in connection with staging of construction of roads consented to pursuant to Section 1.1 hereof or as otherwise permitted herein. 5.2 , Installation of Underground Facilities by Grantor and Grantee. Grantee and Grantor agree to consult each other when either Party desires to install underground facilities such as pipes and wires that will cross Specific Easement Locations. Grantee and Grantor shall first consult with the other Party and obtain approval of the plans, specifications, exact depths and locations of the proposed underground facilities before construction. Because of danger of damage to Grantee's Wind Project Improvements and Grantor's existing improvements (the "Existing Improvements") and the safety hazard to persons working in the vicinity of Grantee's Collection Facilities and other equipment, each Party shall give the other at least five (5) days' notice as to when installation of any such underground facilities is to occur. Each Party shall coordinate work in these areas to permit the other Party's representative to be present at all times that. excavation orothertype of sub -surface work is performed, by -such -Party within -these areas. Each Party agrees to indemnify the other Party against liability for injuries and claims resulting from such Party's failure to comply with the requirements of .this Section 5.2. If Grantee's installation of the underground facilities damages Grantor's Existing Improvements, Grantee at Grantee's expense shall promptly repair the damaged Existing Improvements to the condition they were in before installation of the underground facilities. If Grantor's installation of the underground facilities damages Grantee's Wind Project Improvements, Grantor at Grantor's expense shall promptly repair the damaged Wind Project Improvements to the condition they were in before installation of the underground facilities. 5.3 Fences and Gates. At Grantor's request, Grantee shall repair or replace any fences, gates or cattle guards damaged or removed in connection with Grantee's activities on Easement Property. Fences removed from the Specific Easement Locations, if replaced, shall be rebuilt by Grantee at its expense in mutually agreeable locations on the Easement Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Grantor. To minimize the need for temporary fencing, Grantor will cooperate with Grantee to avoid grazing animals on or near the affected Specific Easement Locations during periods -of construction, maintenance or removal activity by Grantee. 5.4 Insurance and Indemnity. During the term of this Agreement, Grantee shall maintain policies of general liability insurance, including contractual liability, -completed operations and products liability coverage with a combined single limit of not less than $5,000,000 applicable to bodily injury, sickness or death and loss of or damage to property in any one occurrence and $5,000,000 in the aggregate. Coverage shall be written on an occurrence 5 LA\2145419.13 basis (not claims made) and coverage shall be at least as broad as the Insurance Services Office Commercial General Liability Coverage (occurrence form CG0001). Grantor shall be named by endorsement. as an additional insured on such general liability policy. Grantee shall furnish certificates of insurance to Grantor evidencing the insurance required under this Section 5.3. Each certificate shall provide that thirty (30) days prior written notice shall be given to Grantor ` in the event of cancellation or material change in the' policies. All certificates must contain reference to the additional insured endorsement as required herein. All insurance shall be placed with California admitted or licensed insurers ,with a current AM Best's rating of no less than ANIL Grantee in accordance with the procedures provided in Section 5.7.2 will indemnify, defend and hold Grantor harmless against any and all losses, damages, claims, expenses and other liabilities assertedagainst Grantor by a third party, including, without limitation, reasonable attorneys' fees, resulting from or arising out of Grantee's exercise of any rights granted to the Grantee under this Agreement, including (i) any operations of Grantee on the Specific Easement Locations, (ii) any negligent act or negligent failure to act on the part of Grantee or anyone else engaged in doing work for Grantee or (iii) any breach of this Agreement by Grantee. This indemnity agreement does not cover losses of rent, business opportunities, crop production, profits and the like that may result from Grantor's loss of use of the Specific Easement Locations. 5.5 Requirements of Governmental Agencies. Grantee shall comply in all material respects with valid laws applicable to the Wind Project Improvements. Grantee shall have the right, inits-sole discretion and at its sole expense, to contest the validity or applicability to the Specific Easement Locations or Wind Project Improvements of any law, ordinance; statute, order, regulation, property assessment or the like made by any governmental agency or entity. Grantee shall control any such contest and Grantor shall cooperate with Grantee in every reasonable way in such contest, at no out-of-pocket expense to Grantor. 5.6 Mechanic's Liens. Grantee shall not permit any default arising out of a mechanic's lien related to Grantee's use of the Specific Easement Locations under this Agreement to be filed against the Specific Easement Locations or Easement Property. If Grantee wishes to contest any such default, Grantee shall, within sixty (60) days after it receives notice of the default, provide a bond or other security -Grantor may reasonably request or remove such default from the Specific. Easement Locations in the manner provided by applicable law. 5.7 Hazardous Materials. 5.7.1 Definitions. As used in this Agreement, the terms defined below shall have the meanings indicated. 5.7.1.1 `Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation which imposes any liability on any Grantor, occupant, lender, mortgagee or party in interest or which places any restriction on the ownership, occupancy, transferability or use of any real property by reason of any presence or use of or occurrence regarding any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, 6 LA\2145419.13 Compensation and Liability Act of 1980 ("CERCLA") 42 U.S.C. Section 9601 et seq., as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA'), Pub. L. 99-499, 100 Stat. 1613, the Resource, Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Clean Air Act ("CAA"), Pub. L. 84-159, as amended by Pub. L. 101-549, 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act (as amended by the Clean Water Act of 1977 ("CWA")), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act of 1976 ("TSCA"), 15 U.S.C. Section 2601 et seq., California Health and Safety Code, Section 25249.5 et seq., and any modifications, amendments, and successors to any of the foregoing. 5.7.1.2 "Violation of Environmental Law" shall mean any violation of any Environmental Law, or any event, occurrence or condition as a consequence of which, pursuant to any Environmental Law (i) Grantee, Grantor or any occupant or person having any interest in the Specific Easement Locations shall be liable, (ii) the Specific Easement Locations shall be subject to any restriction on use, ownership, transferability or (iii) any remedial work pertaining to Hazardous Substances shall be required at or in connection with the Specific Easement Locations. 5.7.1.3 "Hazardous Substance'-' shall include without limitation: 5.7.1.3.1 Those substances included within the definitions of hazardous substances, hazardous materials, toxic substances, or "solid waste" in CERCLA, RCRA, Sections 307 and 3-1.1 of CWA, and the Hazardous Materials Transportation Authorization Act, 49 U.S.C. Sections 1501 et seq., or in any successors thereto, or in the regulations promulgated pursuant to said laws; 5.7.1.3.2 Those substances defined as "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" in Sections 25115, 25117, 25122.7, and 25140 of the California Health and Safety Code, or as "hazardous substances" in Sections 25316 and 25281 of the California Health and Safety Code, and in the regulations promulgated pursuant to said laws; 5.7.1.3.3 Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); . 5.7.1.3.4 Petroleum, asbestos, polychlorinated biphenyls, flammable explosives, radioactive materials, or any material containing any of the foregoing; and 7 LA\2145419.13 5.7.1.3.5 Such other substance, materials, and wastes which are or become regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Law or other applicable federal, state, or local law, statute, ordinance, or regulation, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. 5.7.2 Indemnification. Grantee shall indemnify, hold harmless, protect, and with counsel chosen by Grantee defend Grantor and Grantor's directors, officers, employees, agents, successors and assigns from and against any and all claims, judgments, penalties, fines, losses, damages, costs, expenses and liabilities, including attorneys' fees and costs, directly or indirectly arising out of or attributable to any actual or alleged Violation of Environmental Law by Grantee on the Specific Easement Locations or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge, disposal, or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Locations, or any transportation, migration, or other movement of any Hazardous Substance from the Specific Easement Locations. This indemnity shall survive the expiration of the term of this Agreement. In any circumstance in which this indemnity applies, if Grantee fails to provide a defense as required by this Section 5.7.2, Grantor may employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of action, and Grantor shall have the right to compromise or settle the same in good faith without the necessity of showing actual liability therefore, and without the: consent of Grantee. Grantee shall reimburse Grantor upon demand for all costs and expenses incurred by Grantor, including the amount of all costs of settlements entered into in good faith, and the fees and other costs and expenses of such attorneys and consultants; provided, however, if Grantor enters into a settlement without Grantee's consent, Grantee shall not be liable to indemnify Grantor unless Grantor establishes by final judgment of a court of competent jurisdiction that Grantee caused the damage on account of which settlement payment was made and that the amount of the settlement was fair and reasonable. Notwithstanding any other provisions in this Agreement, the indemnity and reimbursement obligations of Grantee set forth in this Section 5.7.2 shall not apply to (i) any matter directly or indirectly arising out of or attributable to any actual or alleged violation of Environmental Law or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge; disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Locations or any transportation, migration, or other movement of any Hazardous Substance to or from the Specific Easement Locations which either (a) was in existence as of the date of this Agreement, (b) is caused by either Grantor or the grantees, licensees, employees or agents of Grantor (exclusive of Grantee, its grantees, licensees, employees and agents), and/or (c) is caused by a third party and is unrelated to Grantee's operations on the Specific Easement Locations or (ii) any matter brought by Grantor against Grantee independent of a claim against Grantor by a third party. 8 LA\2145419.13 5.7.3 Notice of Actions. 5.7.3.1 Grantee shall give immediate written notice to Grantor of. (i) any proceeding, inquiry, notice, or other communication by or from any governmental authority, including, without limitation, the California State Department of Health Services and the Environmental Protection Agency, regarding the presence or existence of any Hazardous Substance on, under, or about the Specific Easement Locations or any migration thereof from or to the Specific Easement Locations or any actual or alleged Violation of Environmental Law; (ii) all claims made or threatened against Grantee or the Specific Easement Locations relating to any loss or injury resulting from or pertaining to any Hazardous Substance or Violation of Environmental Law; (iii) Grantee's discovery of any occurrence or condition on any real property that cause the Specific Easement Locations or any part thereof to be subject to any restrictions on ownership, occupancy, transferability, or use, or subject the Grantor or any person having any interest in the Specific Easement Locations to any liability, penalty, or disability under any Environmental Law including, without limitation, any that cause the Specific Easement Locations or any part thereof to be classified as "border -zone property" under the provisions of California Health and Safety Code Sections 25220 et seq. or any regulation thereunder or in connection therewith; and (iv) Grantee's receipt of any notice or discovery of any information regarding any actual, alleged or potential use, manufacture, production, storage, spillage, seepage, release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under. or about the Specific Easement Locations - or any Violation of Environmental Law pertaining to Grantee or the Specific Easement Locations. 5.7.3.2 Immediately upon receipt of the same, Grantee shall deliver to Grantor copies of any and all orders, notices, permits, applications, reports, and other communications, documents, and instruments pertaining to the 'actual or alleged presence of any Hazardous Substance on, under or about the Specific Easement Locations or Violation of Environmental Law pertaining to Grantee or the Specific Easement Locations. 5.7.3.3 Grantor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Specific Easement Locations involving any Hazardous Substance or any Environmental Law, and Grantee shall reimburse Grantor upon demand for all of Grantor's costs and expenses in connection therewith, including attorneys' fees, if it .is determined that Grantee's violation of any Environmental Law caused the damage or contamination complained of in such legal proceedings or actions. 5.8 Removal of Wind Project Improvements. Grantor shall have no ownership or other interest in any Wind Project Improvements installed by Grantee on the Specific Easement Locations, and Grantee shall have the express right, at any time and in its sole discretion, to remove any Wind Project Improvements (excluding roads) from the Specific Easement Locations. 9 LA\2145419.13 5.9 Water Lines and Existing Improvements. Grantee shall not harm existing waterlines or other improvements on the Easement Property. Grantee will coordinate with Grantor to determine the locations of the existing waterlines and improvements. Grantee shall immediately repair any waterline or improvement it damages. 5.10 Breach by Grantee. Upon a breach by Grantee of its duties under this Agreement, Grantor shall have all remedies against Grantee that it may have under this Agreement, at law or in equity (including the right to seek an injunction to compel Grantee to specifically perform its obligations under this Agreement), provided, however, that Grantor specifically waives any right it may have to terminate this Agreement or the Easements granted hereunder. No delay or omission of Grantor to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any breach by Grantee. Section 6. GRANTOR'S DUTIES AND REPRESENTATIONS. 6.1 Grantor's Authority. Grantor is the sole fee interest owner of the Easement Property including the Specific Easement Locations and has the unrestricted right and authority to sign this Agreement and to grant Grantee the Easements and other rights granted in this Agreement. The persons signing this Agreement are all of the persons necessary to grant Grantee the Easements and other rights granted in this Agreement. When signed by both Parties, this Agreement constitutes a valid and binding agreement enforceable against Grantor in accordance with its terms. 6.2 Requirements of Governmental Agencies, No Op osp ition. Grantor shall assist and fully cooperate with Grantee, at no out-of-pocket expense to Grantor, in complying with or obtaining any zoning and land use permits and approvals, building permits, environmental impact reviews or any other approvals required for the financing, construction, installation, replacement, relocation, maintenance, operation or removal of the Wind Project Improvements, including execution of applications for such approvals. Grantor shall not oppose, directly or indirectly (including without limitation assisting any third party directly or indirectly in opposing) the Wind Project, the environmental clearance for such project or related or similar projects of Grantee on the Appurtenant Property (including under CEQA and NEPA, or any CEC equivalent process) or any associated activities or facilities (including without limitation transmission or gathering systems, interconnection equipment and related system upgrades or similar matters). Section 7. FINANCING BY GRANTEE. 7.1 Right to Mortgage. Grantee may, upon notice to Grantor, without Grantor's consent or approval, mortgage, grant deeds of trust, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement, the Easements, the Specific Easement Locations and the Wind Project Improvements (collectively, its "Wind Project Assets") in connection with any financing secured by the Appurtenant Property. These various security interests in all or a part of the Wind Project Assets are collectively referred to as "Mortgages" and the holders of the Mortgages, their designees and assigns are referred to as. "Mortgagees". Mortgagees shall use the Wind Project Assets only for the uses permitted under this Agreement. Mortgagees shall have all rights and remedies allowed them under then existing 10 LA\2145419.13 laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Mortgagee have any greater rights of ownership or use of Easement Property than. the rights granted to Grantee in this Agreement. The term "Grantee". includes any person or entity which holds the entire grantee's interest under this Agreement. Grantor agrees to consent in writing to financing documents as may reasonably be required by Mortgagees, including financing documents typically required in the context of non - recourse project financings containing, among others, provisions for material notices, extended cure periods and replacement easement agreements. Except for a Mortgage or pursuant to Section 9.19 hereof, Grantee shall not assign or otherwise encumber the Wind Project Assets without Grantor's prior consent, which consent maybe withheld in Grantor's sole discretion. 7.2 Mortgagee Obligations. Any Mortgagee whose interest is held solely for security purposes shall have no obligation or liability under this. Agreement prior to the time the Mortgagee directly holds an interest in this Agreement, or succeeds to absolute title to Grantee's interest. A Mortgagee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title. 7.3 Certificates. etc. Grantor shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) and consents to assignment as Grantee or any Mortgagee or Permitted Assignee (as defined below) may reasonably request from time to time. Grantor and Grantee shall cooperate in amending this Agreement from time to time to include any provision that may be reasonably requested by Grantee or any Mortgagee or Grantor to _implement -the provisions- containedinthis --Agreement or topreserve a Mortgagee's security interest or the interest of the Grantor, provided such amendments shall not impair any then existing security interests. Section 8. NOTICES. 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 or electronic transmission, and addressed to the following addresses: If to Grantee: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Mark Whitworth, City Administrator Telephone: (323) 583-8811 Facsimile: (323) 587-7596 E-mail: mwhitworth@ci.vernon.ca.us 11 LA\2145419.13 with a copy to: Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attn: David B. Rogers Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: david.rogers@lw.com If to Grantor: c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 with a copy to: CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin Facsimile No: (323) 860-4901 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq. Facsimile No: (213) 430-6407 Section 9. MISCELLANEOUS. 9.1 No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Easement Property to or for the general public or for any public use or purpose whatsoever, it being the intention of the Parties that the Easements, the License and rights granted in this 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 and their respective successors and assigns. 9.2 Unavoidable Delays; Force Majeure. If either Party is delayed, hindered in or prevented from performing any act required under this Agreement by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, natural disasters, war, civil strife or other violence, the affected Party, upon giving 12 LA\2145419.13 notice to the other Party, shall be excused from performing the act (except payment of consideration) for the period of the delay. The affected Party shall use its reasonable efforts to avoid or remove the causes of nonperformance and shall continue performance whenever the causes for nonperformance are removed. 9.3 Run With the Land. The Easements and any restrictions in this Agreement are binding upon and shall inure to the benefit of the Parties' Mortgagees and their respective successors and assigns (including Permitted Assignees (as defined below)), heirs, personal representatives, tenants invitees and licensees or persons claiming through them. All of the provisions of this 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. 9.4 Entire Agreement/Amendments. This Agreement constitutes the entire agreement between Grantor and Grantee respecting its subject matter and replaces and supersedes any prior agreements. Any agreement, understanding or representation respecting the subject matter of this Agreement not expressly set forth in this Agreement or a later writing signed by both Parties, is null and void. This Agreement and the Easements shall not be modified or amended except in a writing signed by the Parties or their successors in interest. The Parties agree to cooperate in the approval and substitution of exhibits and in executing any additional agreements or amendments reasonably needed by the Parties for their business purposes so long as they do not adversely affect the rights of either Party or violate the terms and __spirit of this Agreement. 9.5 Dispute Resolution. Any and all disputes, claims or controversies arising out of relating to, concerning or pertaining to this Agreement, or to either Party's performance or failure of performance under this Agreement, shall be governed by Section 30 of the PSA, which is incorporated herein by this reference. 9.6 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 9.7 Partial Invalidity. Should any provision of this Agreement be held, in a final and unappealable decision by a court of competent jurisdiction, to be either invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, unimpaired by the holding. Notwithstanding any other provision of this Agreement, the Parties agree that in no event shall the Term be for longer periods than the longest periods permitted by applicable law. 9.8 Tax Credits. If under applicable law Grantee becomes ineligible for any tax credit, benefit or incentive for alternative energy expenditure established by any local, state or federal government, then, at Grantee's option, Grantor and Grantee shall amend this Agreement or replace it with a different instrument so as to convert Grantee's interest in the Specific Easement Locations to a substantially similar interest that makes Grantee eligible for such tax credit, benefit or incentive. Grantee agrees to pay the Grantor's attorney fees to review such changes. 13 LA\2145419.13 9.9 Approvals. No approval required by this Agreement shall be unreasonably delayed, conditioned or withheld, except in instances where this Agreement specifically permits a Party to act in its sole discretion. Requests for approvals shall be delivered to the other Party .according to the notice procedures in Section 8 of this Agreement. Unless a longer or shorter time is specified, all approvals required of either Party shall be given or refused in writing delivered to the other Party according to the notice procedures in Section 8 of this Agreement within ten (10) business days after receipt of the request for approval. Failure by either Party to respond to a request for action or approval within fifteen (15) business days by either approving or denying the request shall be deemed an approval. 9.10 Authorization of Other Users. employees, agents, contractors or tenants to purposes stated in this Agreement. Grantee in its discretion may authorize its use the Specific Easement Locations for the 9.11 Lateral Support. Grantee shall have and exercise the right of subjacent and lateral support for Wind Project Improvements on the Specific Easement Locations to whatever extent is necessary for the'safe construction, operation and maintenance of Wind Project Improvements. Grantor expressly covenants that Grantor shall not excavate so near the sides of or underneath the Wind Project Improvements as to undermine or otherwise adversely affect their stability. 9.12 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 9.13 Article Headings. Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the.terms, covenants and conditions of this Agreement. 9.14 Relationship of Parties. The relationship between Grantor and Grantee is that of grantor and grantee of the Easements only, and neither Grantor nor Grantee is, nor shall it hold itself out to be, the agent, employee, joint venturer or partner of the other. 9.15 Third Party Beneficiaries. This Agreement is between and for the exclusive benefit of the Parties, and shall not benefit any third parties. 9.16 Mortgagee Protection. No breach or violation of this 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 by Grantor in good faith and for value with respect to any portion of the Specific Easement Locations, but all of the provisions of this 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 Specific Easement Locations, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. 9.17 Estoppel. Grantee shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) as Grantor may reasonably request from time to time. 14 LA\2145419.13 9.18 Limitation of Liability. No shareholder, member, director, officer, agent or employee of any Party shall have personal liability for the obligations to be performed by the parties hereunder. - 9.19 Assigning . The rights, powers, and obligations hereunder conferred upon each Party shall not at any time be transferred or assigned, except to one or more persons or entities ("Permitted Assignees") (a) that own a fee interest in. all or any portion of the Appurtenant Property, (b) through a transfer of such Party's fee interest in all or any portion of the Appurtenant Property or Easement Property, as applicable, or (c) that are a lender in connection with a financing or refinancing on the Appurtenant Property or Easement Property, as applicable. Without limiting the generality of the foregoing sentence, Grantee shall have the right, upon notice to Grantor, without Grantor's consent, to sell, convey, or assign all or any portion of its Wind Project Assets to Permitted Assignees or to grant sub -easements, co -easements, separate easements, sub -licenses or similar rights, however denominated, to Permitted Assignees. Permitted Assignees shall use the Wind Project Assets only for the uses permittedunder this Agreement. Permitted Assignees shall have all rights, obligations and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Permitted Assignee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. Each Party shall have liability only for the obligations to be performed by such Party for the time that such Party owns the property burdened or benefited hereby. In the event of any transfer by either Party of its interest in the burdened or benefited property, such Party shall be relieved from all future liability accruing from and after the date of the transfer or -conveyance, and such obligations -shall be bindinguponthe successor in interest to such Party. 9.20 Enforcement. The Parties and their respective successors and assigns shall have the right to enforce, by proceedings at law or in equity, the covenants, restrictions and easements imposed by this Agreement. The right to enforce this Agreement shall include, without limitation, the right to maintain a proceeding at law or in equity against any person or persons who have violated or who are attempting to violate any of the covenants or restrictions of this Agreement, to enjoin or prevent them from doing so, to cause the violations to be remedied, and/or to recover damages for any violations. 9.21 Original Agreement. On or after the date that Grantee's right to designate additional easement locations shall terminate pursuant to Section l(e)(v) of the PSA, Grantee shall execute any documents reasonably requested by Grantor to release from the Original Agreement areas of the Easement Property that are not part of the Specific Easement Locations. [Remainder of Page Intentionally Left Blank] 15 LA\2145419.13 IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first written above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., its Operating Manager By• . Willer resident ACKNOWLEDGEMENT State of California ) County of '471 On /—may 20//, fore meQD�%� /v8������J , a Notary Public, personally appeared reU�//tio/Z who proved to me on the basis of satisfactory evidence to be the person() whose name(s) is/ara subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/1wrAheir authorized capacity(), and that by .his/her signature(s) on the instrument the person($), or the entity upon behalf of which the person(84 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�S and and official seal e Signatu -�L (Seal) DIANA VILLALBA Commission # 1856885 z ,-s Notary Public - California z z f-os Angeles County My Comm. Ex Tres Jul.6, 2013 GRANTEE: CITY OF VERNON, a California chartered city 01 By: Ma c Whitworth Ci Administrator ATTEST: B W'hard Yama uc i City Clerk APPROVED AS TO FORM: B Willard Yamagu i City Attorney -- ACKNOWLEDGEMENT State of California ) County.of I —CV �4CAP ) On 75,q emv 20H, before me, /7e� KClrl�� JCUC��1 , a Notary Public, pefsonally appeared pl -k' ly 71--lp 1v" f&b , 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 T (Seal) C mmission# 1900284 Notary Public - California i Los Angeles County D M Comm. I fires Aug 19, 2014 EXHIBIT A Easement Property EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) 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. 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. Exhibit A - 1 LA\2145419.13 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. 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. Exhibit A - 2 LA\2145419.13 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. 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. Exhibit A - 3 LA\2145419.13 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. 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) Exhibit A - 4 LA\2145419.13 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. Parcel37: (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. Except l/16'` 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) Exhibit A - 5 LA\2145419.13 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. 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. Exhibit A - 6 LA\2145419.13 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''/a 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''/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 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. 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. Exhibit A - 7 LA\2145419.13 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 A - 8 LA\2145419.13 EXHIBIT B Appurtenant 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: 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. 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. Exhibit B - 1 LA\2145419.13 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. 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. Exhibit B - 2 LA\2145419.13 862) 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, 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. Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, 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. Exhibit B - 3 LA\2145419.13 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. 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. Exhibit B - 4 LA\2145419.13 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 lat 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. 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. Exhibit B - 5 LA\2145419.13 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. 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 Exhibit B - 6 LA\2145419.13 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. 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 B - 7 LA\2145419.13 EXHIBIT C Specific Easement Locations [Attached] Exhibit C - 1 LA\2145419.13 North Sky River Energy Windfarm EXHIBIT G Access Strips - Page 1 of 3 pages APN:153-180-04 RENU RESOURCES, LLC Description Situated in a portion of Section 29, Township 29 South, Range 36 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. Three strips of land, 80.00 feet in width, running from Jawbone Canyon Road, a Kern County Road, said strips being 40 feet perpendicularly distant each side of the following described centerline, to wit: Strip-1 COMMENCING AT a 2" Iron Post monument with a 2 1 /2" brass cap marked "US General Land Office Survey, 1920, T29S R35E, S29, S28, S32, S33" at the Section Corner common to Sections 29, 28, 32, and 33, Township 29 South, Range 36 East, Mount Diablo Meridian; Thence along the line common to said Sections 29 and 32, North 89°57'58" West a distance of 1396.40 feet to the Point of Beginning, said point being on the south line of the Grantor's land; Thence leaving said Section, line and south line, North 32°14'26" West a distance of 413.75 feet; Thence 162.54 feet along the arc of a tangent curve right with a radius of 1000.00 feet, through a central angle of 09° 18'47", subtended by a chord bearing North 27035103" West a chord distance of 162.36 feet; Thence North 22°55'40" West.a. distance of 392.35 feet; Thence 158.79 feet along the arc of a tangent curve right with a radius of 500.00 feet, through a central angle of 18*11'46", subtended by a chord bearing North 13°49'46" West a chord distance of 158.13 feet; Thence North 04°43'53" West a distance of 237.51 feet; Thence 54.28 feet along the arc of a tangent curve left with a radius of 170.00 feet, through a central angle of I8°17'38", subtended by a chord bearing North 13°52'42" West a chord distance of 54.05 feet to the point of termination on the north line of the Grantor's land, said point bears North 30°48'32" East a distance of 1510.30 feet from the quarter section corner common to said Sections 29 and 32. End of Strip 1 description North Sky River Energy Windfarm EXHIBIT C Access Strips Page 2 of 3 pages Striv 2 COMMENCING AT a2" Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey,1920, T29S R35E, S29, S28, S32, S33" at the Section Corner common to Sections 29, 28, 32, and 33, Township 29 South, Range 36 East, Mount Diablo Meridian; Thence along the line common to said Sections 29 and 32, North 89°57'58" West a distance of 2689.01 feet to the quarter section corner common to said Sections 29 and 32; Thence leaving said common line and grantor's south line, North 30°48'32" East a distance of 1510.30 feet more or less to the Grantor's north line; Thence along said north line North 89021'06" West a distance of 306.30 feet to the Point of Beginning; Thence from said POINT OF BEGINNING, South 38°14'49" West a distance of 729.04 feet; Thence 106.70 feet along the are of a tangent curve left with a radius of 170.00 feet, through a central angle of 35°57'45", subtended by a chord bearing South 20° 15'57" West a chord distance of 104.96 feet; Thence 218.93 feet along the arc of a reverse tangent curve to the right with a radius of 500.00 feet, through a central angle of 25°05' 15", subtended by a chord bearing South 14749'42" West 217.19 feet; Thence 424.53 feet along the arc of a reverse tangent curve to the left with a radius of500.00 feet, through a central angle of 48°38'52", subtended by a chord bearing South 03°02'54" West 411.90 feet; et along the arc of a reverse tangent curve to the right with a radius Thence approximately 8.98 fe of 150.00 feet, through a central angle of 0302514311, subtended by a chord bearing South 19033'41" East 8.97 feet to the point of termination being on the Grantor's south line and the line common to said Sections 29 and 32, said point of terminus bears North 89°59' 11" West a distance of 106.29 feet from quarter section corner common to said Sections 29 and 32. End of Strip 2 description North Sky River Energy Windfarm Access Strips EXHIBIT C Page 3 of 3 pages Strip 3 COMMENCING at the Section Corner common to said Sections 30; 29, 31, and 32, Township 29 South, Range 36 East, Mount Diablo Meridian; Thence along the line common to Sections 29 and 32 and the south line of the Grantor's land, South 89159' 1 l" East a distance of 337.05 feet to the Point of Beginning; Thence from said POINT OF BEGINNING, North 43°28'49" West a distance of approximately 514.13 feet to the line common to Sections 29 and 30 and the west line of the Grantor's land; Thence along said common and grantor's west line, South 02034'02"East a distance of 373.35 feet to the Section Corner common to said Sections 30, 29, 31, and 32, Township 29 South, Range 36 East, Mount Diablo Meridian. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distances by 1.0002433 to obtain ground distances. ' The sidelines of said strips shall be lengthened or shortened so as to intersect the north, south and west lines of said Grantor's land. The above -described strips contains 6.28 acres, more or less, total. End of Descriptions Date: J l) I David J Stringer, P S 5590 AS DEPICTED ON EXHIBIT C-1 LINE TABLE LINE NO. BEARING DISTANCE U N32'14'26"W 413.75 L2 N22'55'40"W 392.35 L3 N0443'53"W 237.51 L4 S38'14'49"W 729.04 CURVE TABLE 1.5 N43.28'49"W 514.13 CURVE ND. LENGTH RADIUS DELTA C1 162.54 IODD.00 09'18'47" C2 158.79 5D0.00 1B'11'46" C3 54.28 170.D0 18'17'38" C4 106.70 170.00 35'57'45" CS 218.93 500.00 25'05'15" C6 424.53 500.00 48'38'52" C7 8.98 15D.00 03'25'43" SECTION 29 N89'21'06"W T29S, R36E, MDM 306.30 (TIE) RENU RESOURCES, LLC ERMwuS APN 153-180-04 P.O.B. 'IV 14V it RMINUS Q :' ^tih�1 'aO NO2'34'02'W 373.35 (TIE) l��O �,o���. �o�'�A S P.0.6. ERMINUS g I �- N89' 57' 58"W cp 2689.01(TIE) —N$9' 5T 58" — ^`L 1292.65 (TIE) 1396.40 (TIE) v' h� M� P O.B. Oq-• v Q N89' 59' 11 "W Gig" ion N89' 59' 11 "W 337.05.(TIE) �� Q� 106.29 (TIE) 2 JAWBONE CANYON ROAD I GNA I JRC 11"=1000' NRSE-upn-15318004_NE_Access-Rooddwq CRI+IGEN EXHIBIT C-1 RENU RESOURCES, LLC SECTION 29 T29S, R36E, MOUNT DIABLO MERIDIAN PACE 1 OF 1 North Sky River Energy Windfarm Access Strip EXHIBIT C APN:181-080-30 RENU RESOURCES LLC Page 1 of 2 pages Description Situated in a portion of Section 21, Township 30 South, Range 37 East, Mount Diablo Meridian, in an. unincorporated area of the County of Kern, State of California. A strip 80.00 feet in width, the centerline of which is coincident with the centerline of Jawbone Canyon Road (a Kern County Road), running from the easterly line of said Section 21 to the westerly line of said Section 21, said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit: COMMENCING AT a 2 1/2" Iron Post monument in concrete with a 2" washer marked "Kern County Surveyor, Jan 1991, T30S R37E, 21, 22, 28, 27" at the Section Corner common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian; Thence North 00105'32" West 170.07 feet along the Section line common to Sections 21 and 22, said Township and Range, to the Point of Beginning, said point being on the east line of the Grantor's land and the centerline of said Jawbone Canyon Road; Thence from said POINT OF BEGINNING, North 55*02' 18" West a distance of 167.47 feet; Thence North 56°49'21" West a distance of 1455.67 feet; Thence 820.09 feet along the are of a tangent curve right with a radius of 1100.00 feet, through a central angle of 42°42'58", subtended by a chord bearing North 35°27'53" West a chord distance of 801.23 feet; Thence North 14°06'24" West a distance of 521.56 feet; "Thence 191.97 feet along the arc of a tangent curve left with a radius of 150.00 feet, through a central angle of 73119'35", subtended by a chord bearing North 50'46'11" West a chord distance of 179.13 feet; Thence 702.91 feet along the arc of a reverse tangent curve right with a radius of 7770.24 feet, through a central angle of 05'10'59", subtended by a chord bearing North 84°50'29" West 702.67 feet to a point; Thence 332.30 feet along the arc of a compound tangent curve right with a radius of 325.00 feet, through a central angle of 58°34'58",.subtended by a chord bearing North 52°57'30" West a chord distance of 318.01 feet; Thence North 23°40'01" West a distance of 138.12 feet; Thence 390.38 feet along the arc of a tangent curve left with a radius of 450.00 feet, through a central angle of 49'42'18", subtended by a chord bearing North 48°31'l0" West a chord distance of 378.26 feet; North Sky River Energy Windfarin .Access Strip EXHIBIT C Page 2 of 2 pages Thence North 73022'19" West a distance of 298.33 feet; Thence 53.64 feet along the arc of a tangent curve right with a radius of 600.00 feet, through a central angle of 05°07'21 ", subtended by a chord bearing North 70048'38" West a chord distance of 53.63 feet; Thence 724.14 feet along the arc of a reverse tangent curve left with a radius of 6000.06 feet, through a central angle of 06°54'54", subtended by a chord bearing North 71 °42'25" West 723.70 feet to a point; Thence North 75°09'52" West a distance of approximately 920.64 feet to the Section Line common to Sections 20 and 21, said Township and Range, and there terminating on the west line of the Grantor's land, said terminus bears North 56°17'01" West 6363.06 feet from said 2 1/2" Iron Post monument in concrete with a 2" washer at the Section Comer common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian. EXCEPTING THEREFROM those portions lying within the City of Los Angeles pipeline property, being APN 18108029 and transmission line property, APN 18108033. The sidelines of said strip shall be lengthened or shortened so as to intersect the east and west lines of said Grantor's land. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distancesby1.0001545 to obtain ground distances. The above described strip contains 11.2 acres, more or less, net. End of Description Date: _ Jt-� i U Z, zo ly C David J Stringer, LS 5590 AS DEPICTED ON EXHIBIT C-1 LINE TABLE LINE # BEARING DISTANCE L1 N55' 02' 18"W 167.47 L2 N14' 06' 24"W 521.56 L3 N23' 40' 01"W 138.12 L4 N73' 22' 19"W 298.33 L5 N75' 09' 52"W 920.64 CURVE TABLE V CURVE # LENGTH RADIUS DELTA CI 820.09 1100.00 42-42-58" C2 191.97 150.00 73'19'35" C3 702.91 7770.24 05'10159" C4 332.30 325.00 58'34'58" C5 390.38 450.00 49'42'18" C6 53.64 600.00 05'07'21" C7 724.14 _ 600Q.00 , 06'54'54" ` SECTION 21 T30S, R37E, MDM 0 1fg NF CgNYCSC4 pN Rp4p S r c� AA �o� c3 c2 / ���N dos N 080` _ � RENU RESOURCES, LLC APN 181-080-30 DATE: DRAWN BY: CHK BY: SCALE: 6/28/10 GNA DJS 1"=sDO' EXHIBIT C-.1 NRSE-cpn_18108030.dwg RENU RESOURCES. LLC SECTION 21, T30S, R37E, C R I+ I G E N MOUNT DIABLO MERIDIAN . NSscgNyo 4y, N N00' 05' 32"W, 170.07.(71E) N.E. COR. - SEC. 28 North Sky River Energy Windfarrn Access Strip EXHIBIT C APN:181-080-11 REND RESOURCES LLC Page 1 of 3 pages Description Situated in a portion of Section 19, Township 30 South, Range 37 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. A strip, 80.00 feet in width, the centerline of which is coincident with the centerline of Jawbone Canyon Road (a Kern County Road), said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit: COMMENCING AT a 21/2" Iron Post monument in concrete with a 2" washer marked "Kern County Surveyor, Jan 1991, T30S R37E, 21, 22, 28, 27" at the Section Comer common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian; Thence North 64°55'59" West a distance of approximately 10747.39 feet to the Point of Beginning, said point being on the east line of the Grantor's land and the line common to Sections 19 and 20, township 30 South, Range 37 East; Thence from said POINT OF BEGINNING, North 72009144" West a distance of 333.70 feet; Thence 56.88 feet along the arc of a tangent curve left with a radius of 500.00 feet, through a central angle of 069 VO4", subtended by a chord bearing North 75025'16" West a chord distance of 56.85 feet; Thence 231.02 feet along the are of a reverse tangent curve right with a radius of 400.00 feet, through a central angle of 33005'26", subtended by a chord bearing North 62108'05 West 227.82 feet; Thence 230.06 feet along the are of a reverse tangent curve left with a radius of 200.00 feet, through a central angle of 65°54'28", subtended by a chord bearing North 78°32'36" West 217.59 feet; Thence South 68'30'10" West a distance of 354.33 feet; Thence 853.70 feet along the arc of a tangent curve right with a radius of 675.00 feet, through a central angle of 72°27'51 ", subtended by a chord bearing North 75' 15'54" West a chord distance of 797.93 feet; Thence North 39'01'59" West a distance of 253.82 feet; Thence 403.76 feet along the arc of a tangent curve left with a radius of 400.00 feet, through a central angle of 57°50'01 ", subtended by a chord bearing North 67°56'59" West a chord distance of 386.83 feet; Thence 344.55 feet along the arc of a reverse tangent curve right with a radius of 1130.00 feet, through a central angle of 17°28'13", subtended by a chord bearing North 88°07'54" West 343.22 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 2 of 3 pages Thence 241.79 feet along the arc of a reverse tangent curve left with a radius of 300.00 feet. through a central angle of 46°10'46", subtended by a chord hearing South 77*30'50" West 235.30 feet; Thence 265.24 feet along the arc of a reverse tangent curve right with a radius of 300.00 feet, through a central angle of 50°39'26", subtended by a chord bearing South 79°45'10" West 256.69 feet; Thence North 74°55'07" West a distance of 298.87 feet; Thence 31.61 feet along the arc of a tangent curve right with a radius. of 200.00 feet, through a central angle of 09°03'20", subtended by a chord bearing North 70°23'27" West a chord distance of 31.58 feet; Thence 201.35 feet along the arc of a reverse tangent curve left with a radius of 2018.26 feet, through a central angle of 05°42'58", subtended by a chord bearing North 68°43'16" West 201.26 feet; Thence 350.85 feet along the arc of a compound tangent curve left with a radius of 600.00 feet, through a central angle of 33°30'14", subtended by a chord bearing North 88°19'52" West a chord distance of 345.87 feet; Thence South 74°55'01" West a distance of 474.36 feet; / Thence 223.56 feet along the arc of a tangent curve right with a radius of 500.00 feet, through a central angle of 25°37'04", subtended by a chord bearing South 87°43'33" West a chord distance of 221.70 feet; Thence North 79°27'55" West a distance of 170.35 feet; Thence 489.80 feet along the arc of a tangent curve left with a radius of 1400.00 feet, through a central angle of 20°02'43", subtended by a chord bearing South 89'29'17" West a chord distance of approximately 487.31 feet and there terminating on the west line of the Grantor's land, said terminus bears North 78°35'27" East 19263.34 feet from a 1 1/2" Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937,'/a S21/S28 T30S R36E" at the quarter Section corner common to Sections 21 and 28, Township 30 South, Range 36 East, Mount Diablo Meridian. . EXCEPTING THEREFROM those portions lying within the City of Los Angeles property, being APN 18108034. The sidelines of said strip shall be lengthened or shortened so as to intersect the east and west lines of said Grantor's land. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid_ . Multiply distances by 1.0001545 to obtain' ground distances. The above -described strip contains 8.18 acres, more or less. North Sky River Energy Windfarm Access Strip EXHIBIT C 'Page 3 of 3 pages End of Description Date: c z zo 1 f� David J Stringer, PI_$ 5590 AS DEPICTED ON EXHIBIT C-1 CITY OF LOS ANGELES APN 181-080-34 TERMINUS J A weON Q c12 E CANYpN ROAp c13 fR b C4 C3 SECTION 19 NORTH 1/4 COR• T3OS; R37E, MDM P.O.B. SEC. 21/28 T30S, R36E N64' 55' 59"W 10747.39(TIE) REND RESOURCES LLC N.E. APN 181-080-11 130S.R37E COR. 28 LINE TABLE CURVE TABLE , LINE BEARING DISTANCE CURVE # LENGTH RADIUS DELTA L1 N78' 35' 27"E 19263.34 Cl 56.88 500.00 06'31'04" L2 N72' 09' 44"W 333.70 C2 231.02 400.00 33'05'26" L3 S68' 30' 10"W 354.33 C3 230.06 200.00 65'54'28" L4 N39' 01' 59"W 253.82 C4 853.70 675.00 72'27'51" L5 N74' 55' 07"W 298.87 C5 403.76 400.00 57*50.01" L6 S74' 55' 01"W 474.36 C6 344.55 1130.00 17'28'13" L7 N79' 27' 55"W 170.35 C7 241,79 300.00 46*10'46" C8 265.24 300.00 50'39'26" C9 31.61 200.00 09'03'20" CIO 201.35 2018.26 05'42'58" Ci i 350.85 600.00 33'30'14" C12 223.56 500.00 25'37'04" / C13 489.80 1400.00 20'02'43" DRAWN BY: ClK BY: SCALE: EXHIBIT C-1 0 GNA R EXHIBIT ' NRSE-opn_18108011.dwg C AI THROUGH RENU RESOURCES PROPERTY CRI+IGEN MOUNT DIABLO MERIDIAN North Sky River Energy Windfarm Access Strip EXHIBIT C APN: 44407009 RENU RESOURCES LLC Page 1 of 4 pages Description Situated in a.portion of Section 11, Township 30 South, Range 36 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. A strip, 80.00 feet in width, said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit:. COMMENCING at a 2" Iron Post monument with a 2-1/2" brass cap marked "US General Land Office Survey,193.7, S 11, 12, 13, 14, T30S, R36E" at the corner common to Sections 11, 12, 13 and 14, Township 30 South, Range 36 East, Mount Diablo Meridian. Thence North 82°3100" West a distance of 1402.63 feet along the north line of the Grantor's land and the line common to Sections 11 and 14, Township 30 South, Range 36 East, Mount Diablo Meridian, being the Point of Beginning; Thence from said POINT OF BEGINNING North 500 52' 49" West a distance of 431.22 feet; Thence 883.05 feet along the are of a tangent curve to the right having a radius of 1600.00 feet, through a central angle of 31 ° 37' 19", subtended by a chord bearing North 350 04' 09" West a distance of 871.89 feet; Thence North 19° 15' 30" West a distance of 271.41 feet; Thence 155.64 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 17° 50' 07", subtended by a chord bearing North 280 10' 33" West a distance of 155.01 feet; Thence North 370 0513711 West a distance of 90.87 feet; Thence 201.35 feet along the arc of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 23° 04' 22", subtended by a chord bearing North 250 33' 25" West a distance of 199.99 feet; Thence North 14° 01' 14" West a distance of 398.94 feet; Thence 129.26 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 140 48' 42", subtended by a chord bearing North 21° 25' 36" West a distance of 128.90 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 2 of 4 pages Thence North 280 49' 57" West a distance of 481.41 feet; Thence 214.73 feet along the are of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 24' 36 21 ", subtended by a chord bearing North 410 08' 07" West a distance of 213.08 feet; Thence North 53° 26' 18" West a distance of 131.31 feet; Thence 65.46 feet along the arc of a tangent curve to the right having a radius of 100.00 feet, through a central angle of 37' 30' 24", subtended by a chord bearing North 340 41' 06" West a distance of 64.30 feet; Thence North 15° 55' 54" West a distance of 91.40 feet; Thence 73.64 feet along the arc of a curve to the left having a radius of 100.00 feet, through a central angle of 42 11' 23", subtended by a chord bearing'North 37° 0V 3 5 " West a distance of 71.98 feet; Thence North 58° 07' 17" West distance of 312.09 feet; Thence 64.97 feet along the arc of a curve to the right having a radius of 200.00 feet, through a central angle of 180 36' 46", subtended by a chord bearing North 48° 48' 54" West a distance of 64.69 feet to a point of reverse curvature; Thence 204.39 feet along the are of a curve to the left having a radius of 150.00 feet, through a central angle of 78° 04' 15", subtended by a chord bearing North 78° 32' 38" West a distance of 188.94 feet; Thence South 620 25' 14" West a distance of 38.83 feet; Thence 92.16 feet along the arc of a tangent curve to the right having a radius of 300.00 feet, through a central angle of 17° 36' 08", subtended by a chord bearing South 71° 13' 18" West a distance of 91.80 feet; Thence South 80° 01' 22" West a distance of 131.59 feet; Thence 53.67 feet along the are of a tangent curve turning to the left having a radius of 500.00 feet, through a central angle of 06° 09' 01 ", subtended by a chord bearing South 760 56' 51" West a distance of 53.65. feet; Thence South 73° 52' 21" West a distance of 47.98 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 3 of 4 pages Thence 117.61 feet along the arc of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 13° 28' 38", subtended by a chord bearing South 800 36' 40" West a distance of 117.34 feet; Thence South 87° 20' 50" West a distance of 60.93 feet; Thence 98.87 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 11 ° 19' 45", subtended by a chord bearing South 81 ° 41' 06" West a distance of 98.71 feet; Thence South 76° 0V 13" West a distance of 92.91 feet; Thence 92.38 feet along the are of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 10° 35' 10", subtended by a chord bearing South 810 18' 48" West a distance of 92.25 feet; Thence South 860 36' 23" West a distance of 85.77 feet; Thence 120.88 feet along the are of a tangent curve to the left having a radius of 200.00 feet, through a central angle of 34°37141 ", subtended by a chord bearing South 69117' 33". West a distance of 119.04 feet; Thence South 510 58' 42" West a distance of 159.22 feet; Thence 39.95 feet along the arc of a tangent curve to the left having a radius of 100.00 feet, through a central angle of 22°53'26", subtended by a chord bearing South 6302512511 West a distance of 39.69 feet to the west line of the Grantor's land and the POINT OF TERMINOUS, said terminus bears South 02043' 18" West 247.13 feet from a 3/4" Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937, 1/4, S 10, 11, T30S R36E" at the Y+ corner common to Sections 10 and 11, Township 30 South, Range 36 East, Mount Diablo Meridian. The sidelines of said strip shall be lengthened or shortened so as to intersect the boundary lines of said Grantor's land. The Basis of Bearings for this description -is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distances by 1.0001545 to obtain ground distances. The above -described strip contains 9.98 acres, more or less. North Sky River Energy Windfarm Access Strip EXHIBIT C Page 4 of 4 pages End of Description Date: J o l l SS ZO I D David J Stringer, rLS 5590 AS DEPICTED ON EXHIBIT C-1 W. 1/4 CI SECTION T306, W S02" 43' J l"� 247.13 (TIE LINE TABLE LINE / BEARING DISTANCE L8 N50'52'49"W 431.22 L9 N19'IS'30"W 271.41 L10 N37VW37'W 90.67 L11 N14'01'14'W 396.94 L12 N28'4W57"W 481.41 L13 N53'28'18"W 131.31 L14 N15'55'54"W 91.40 LIS N58'07'17"W 312.09 LIS S62'2WI4"W 38.83 L17 SBO'01'22"W 131.59 LIS S73'32'21"W 47.98 L19 S87'2W59"W 60.93 CURVE TABLE L20 L21 S76'01'13"W S86.36'23"W 92.91 85.77 CURVE./ LENGTH RAdUS DELTA BEARING DISTANCE L22 S51'5W42'W 159.22 C7 232.00 .1000.00 13'17'34" S57'31'36"E 231.48 CB 8831-05 ISM-00 31'37'19" S35-04-09"E 871.89 C9 155.04 500.00 17'5VO7' N25'10'33"W 155.01 CIO 201.35 500.00 2504'22" S25-33.23-E 199.99 C11 129.28 500.00 14'48'42" N21'23'36"W 126.90 L2 C12 214.73 500.00 24'36'21" N41-08.07"W 213.OB LI 11Q L1 C16 C13 65.46 100.00 37'30'24' S34'41'06"E 64.30 C115 C14 73.64 100.00 4291'23" N37'01'35'W 71.98 22 15 C15 64.97 200.00 18'36'46" S48'48'54-E 64.69 1 13 C16 204.39 150,00 78-04-15" N78'32'38"W 168.94 CC17 20 I8 LI 13 C17 C18 92.16 53.87 300.00 500.00 1776'08" 06'09'01" N71-13.18"E S76'55'51"W 91.50 53.65 C2 C19 C19 117.61 500.00 13'28'38" N80'36'40"E 117.34 :2 CI C20 98.87 500.00 11'19'45" S81'41'06"W 98.71 L12 C21 92.38 500.00 10-35.10" N81'18'48"E 92.25 C22 120.88 200.00 34'37'41" S6997'33"W 119.04 C23 39.95 100.00 22'53'26' S63'25'25"W 39.69 C1 SECTION 11 LI T30S; R36E, MDM C1 10 RENU RESOURCES LLC � APN-44407009 40if- 8c; l ce 1 GNA OJS i"�1000' ALT-JB-44407009.&g CRI+IGEN EXHIBIT C-1 RENU RESOURCES LLC SECTION 11, T30S, R36E, MOUNTDIABLO MERIDIAN SE COINER SECTNNI 11 T303, R36E c;,-v/[J--6 Xlv RECORDING REQUESTED,BY AND WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Willard Yamaguchi, City Attorney Recording Fee: Exempt pursuant to California Government Code § 27383 AMENDED AND RESTATED TRANSMISSION EASEMENT AGREEMENT THIS AMENDED AND RESTATED TRANSMISSION EASEMENT AGREEMENT (this "Agreement") is made as of January 14, 2011 (the "Effective Date"), by ReNu RESOURCES, LLC, a Delaware limited liability company ("ReNu" or "Grantor") to the CITY OF VERNON, a California chartered city ("Vernon" or "Grantee'). Each of Grantor and Grantee are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Unless otherwise indicated, capitalized terms have the meanings given them in this Agreement. RECITALS A. ReNu owns that certain real property located in the unincorporated areas of Kern County, as more particularly described on Exhibit A attached hereto (the "Easement Property"). B. ReNu sold and conveyed to Vernon certain real property located in the unincorporated areas of Kern county, as more particularly described on Exhibit.B attached hereto (the "Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions (the "Original PSA") by and between ReNu and Vernon and dated as of October 8, 2008, a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198. The Original PSA was amended by that certain letter amendment dated October 12, 2009 from Vernon to ReNu (the "First Amendment"), and further amended by that certain Second Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated October 17, 2010 by and between ReNu and Vernon (the "Second Amendment") and that certain Third Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated December 1, 2010 (the "Third Amendment"; the Original PSA as amended by the First Amendment, Second Amendment and Third Amendment, the "PSA"). C. Pursuant to the PSA, the Parties entered into that certain Transmission Easement dated October 16, 2008 and recorded by the County Recorder of Kern County on October 17, 20,08 as document number 0208165193 (the "Original Agreement"). D. Pursuant to the Original Agreement, Grantor granted to Grantee, among other things, a general easement appurtenant to and benefitting the Appurtenant Property, which allows Grantee to designate a route for easements on the Easement Property over which Grantor LA\2211092.5 will grant Grantee easements required to access and use electric power transmission lines and other uses. E. The Parties have determined, identified and agreed to such preferred, specific easement route, as more particularly described on Exhibit C attached hereto (the "Specific Easement Route"). F. The Parties now desire to amend and restate the Original Agreement in order to put of record the Specific Easement Route, and to establish the rights and duties of the Parties with respect to each other and the Easements. 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: AGREEMENT Section 1. GRANT OF EASEMENTS.' 1.1 Easements. Grantor hereby grants to Grantee and Grantee accepts from Grantor non-exclusive easements (the "Easements") appurtenant to and benefitting the Appurtenant Property located in, over, across and through the Specific Easement Route to permit Grantee (a) to access and use electric power transmission lines of (collectively, the "Transmission Owners") the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner, (b) to construct, operate, maintain, replace, relocate or remove Transmission Facilities, and (c) to access, construct, use or maintain roads to serve the transmission line and related facilities, in each case in a manner that is consistent with the Easement Requirements set forth in Section 1.3. Such access is limited to the Specific Easement Route. Grantee shall be responsible for all reasonable maintenance of such roads or other facilities based on Grantee's usage of such improvements. "Transmission Facilities" consist of facilities reasonably necessary for the access and use of electric power transmission lines described in clause (a) above, including without limitation electrical substation(s), capacitor yards, batteries and other devices for storage of electrical energy, electrical cables and wires (including underground), telecommunications lines, junction or splice boxes, poles, "H" frame structures, towers, cables, wires, conduits, anchors, guys, and devices and equipment typically associated with such access and use. 1.1.1 Additional Transmission Easement Route. Pursuant to Section 1(d)(iii)(B) of the PSA, Grantor acknowledges and agrees that Grantee shall have a one-time right to designate an Additional Transmission Easement Route (as defined therein) on the Easement Property subject to the requirements of this Section 1 and said Section l (d)(iii)(B) of the PSA. 1.2 Alternate Route; Minor Amendments. From and after the recording of this Agreement until the earlier of (i) the Wind Permitting Date (as defined in the PSA) and (ii) December 31, 2012, Grantee shall have (x) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route (as defined in the PSA)for interconnection with LADWP, (y) a one-time right to designate an alternate route for the WL Specific Transmission 2 LA\2211092.5 Easement Route for interconnection with SCE and (z) a one -.time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Grantee to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Grantee, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Grantor shall, at the request of Grantee, amend this Agreement for re-recording to an alternate route designated by Grantee and subject to Grantor's approval, which approval shall not be unreasonably withheld. Grantee shall reimburse Grantor for any reasonable, out-of-pocket, third party costs incurred by Grantor in connection with documenting and analyzing any requested amendment to the WL Specific Transmission Easement Agreement in accordance with this Section 1.2. From time to time, Grantee may also request minor amendments to the WL 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). Grantor 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 Grantee's right to designate an alternate route for the WL Specific Transmission Easement Route pursuant to the first sentence of this Section 1.2. 1.3 Easement Requirements. Notwithstanding any other provision of this Agreement, the Easements granted herein are subject to the following requirements, rights and restrictions ("Easement Requirements'): 1.3.1 Access Requirements. (a) Any use of any easement, right-of-way, license or other access right granted hereunder by its holder shall be subject to reasonable conditions as the owner of the real property subject to such easement, right-of-way, license or other access right may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (b) the use of any easement, right-of-way, license or other access right granted hereunder by its holder shall not interfere in any material respect with the use of the real property subject to such easement, right-of-way, license or other access right by the owner thereof (collectively, the "Access Requirements"). 1.3.2 Grantor's Rights. (a) No provision of this Agreement shall restrict Grantor's -right to cross the Easements or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Easements, unless the foregoing would materially interfere with Grantee's intended use of the Easements. (b) Grantor and its agents shall be permitted to use any access, maintenance or patrol roads installed on the Specific Easement Route or serving the Easements unless such use would materially interfere with Grantee's intended use of the Easements. 3 LA\2211092.5 (c) The Easements shall generally be non-exclusive, but shall be exclusive in areas, if any, 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) and where Grantee has provided Grantor with written notice of the same, except that Grantor shall be entitled to use any roads installed by Grantor unless such use would materially interfere with Grantee's intended use of the Easements. (d) In no event shall' the holder of the Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Easements. (e) Grantor may from time to time request Grantee to amend this Agreement to exclude any portions of the Easement Property on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to exclude from the Easements. . Provided Grantor uses commercially reasonable efforts to provide alternate routes for the Easements, Grantee shall consent to any reasonable request and execute an appropriate amendment to this Agreement in recordable form. Grantor shall reimburse Grantee for any reasonable out-of- pocket, third party costs incurred by Grantee in connection with documenting and analyzing, any requested amendment to this Agreement. (f) Grantee acknowledges that it has inspected the Specific Easement Route and shall be deemed to have accepted the Specific Easement Route "AS IS," in their then condition, and Grantee hereby releases Grantor from any liability or loss caused by the use of the Easements by Grantee. Grantor shall not be responsible for and Grantee expressly releases Grantor from and waives any claim .for loss or damage to person or property (including vehicles) occurring within the Easement Property due to theft, vandalism, accident or other cause, unless such claim, loss or damage is caused by the gross negligence or willful misconduct of Grantor or any of Grantor's invitees, employees, agents, contractors or tenants. In no event shall Grantor be liable for consequential damages for any cause whatsoever. (g) Except as indicated on Exhibit C, and without limiting the width of the Specific Easement Route as specified therein, the width of the corridor of the Easements specified in this Section 1.1 shall not exceed the industry standard for the type of transmission line at issue. Section 2. TERM. The term of the Easements (the "Term") shall begin upon the Effective Date, and shall continue in perpetuity. Each of the Easements granted is irrevocable except as otherwise specified in this Agreement. Section 3. COST. Except as provided in Section 1.2 hereof, the use of the Easements shall be at no additional cost paid by Grantee to Grantor; provided that nothing in this Section 3 shall limit Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements. 4 LA\2211092.5 Section 4. TAXES. Grantee will pay or reimburse Grantor for any transfer taxes assessed in connection with the granting of the Easements. Grantee shall pay any increase in the real or personal property taxes on the Easement Property that is directly attributable to the installation by Grantee of any roads or other improvements (including Transmission Facilities) (the "Wind Project Improvements") on the Specific Easement Route. Grantee shall request that the Wind Project Improvements be separately assessed and that taxing authorities bill Grantee directly for taxes attributable .to the Wind Project Improvements. Grantee shall not be liable for taxes attributable to facilities installed by Grantor or others on the Easement Property (including on the Specific Easement Route), to the underlying value of the Easement Property itself or for any increase due to any other cause. Grantee agrees to reimburse Grantor for any taxes paid by Grantor that are properly payable by Grantee under the terms of this Agreement. To receive reimbursement, Grantor must submit any property tax bill to Grantee for reimbursement within thirty (30) days after Grantor receives the bill from a taxing authority. The Parties agree to fully cooperate to obtain any available tax reductions, refunds or tax .abatements. Section 5. GRANTEE'S DUTIES AND REPRESENTATIONS. 5.1 Care and Appearance. Grantee shall at all times maintain the Wind Project Improvements in a neat, clean and presentable condition. Grantee shall not willfully destroy the Easement Property and shall keep the Specific Easement Route and all Wind Project Improvements thereon clean and free of debris created by Grantee, its contractors or others brought on to the Easement Property by Grantee. Grantee shall be responsible for any required weed control on those portions of Specific Easement Route that are not used as pasture or. grasslands or actively farmed by Grantor. Grantee shall not use the Specific Easement Route for storage of materials or staging of construction, except in connection with staging of construction of roads consented to pursuant to Section 1.1 hereof or as otherwise permitted herein. 5.2 Installation of Underground Facilities by Grantor and .Grantee. Grantee and Grantor agree to consult each other when either Party desires to install underground facilities such as pipes and wires that will cross Specific Easement Route. Grantee and Grantor shall first consult with the other Party and obtain approval of the plans, specifications, exact depths and locations of the proposed underground facilities before construction. Because of danger of damage to Grantee's Wind Project Improvements and Grantor's existing improvements (the "Existing Improvements") and the safety hazard to persons working in the vicinity of Grantee's Collection Facilities and other equipment, each Party shall give the other at least five (5) days' notice as to when installation of any such underground facilities is to occur. Each Party shall coordinate work in these areas to permit the other Party's representative to be present at all times that excavation or other type of sub -surface, work is performed by such Party within these areas. Each Party agrees to indemnify the other Party against liability for injuries and claims resulting from such Parry's failure to comply with the requirements of this Section 5.2. If Grantee's installation of the underground facilities damages Grantor's Existing Improvements, Grantee at Grantee's expense shall promptly repair the damaged Existing Improvements to the condition they were in before installation of the underground facilities. If Grantor's installation of the underground facilities damages Grantee's Wind Project Improvements, Grantor at Grantor's expense shall promptly repair the damaged Wind Project Improvements to the condition they were in before installation of the underground facilities. LA\2211092.5 5.3 Fences and Gates. At Grantor's request, Grantee shall repair or replace any fences, gates or cattle guards damaged or removed in connection with Grantee's activities on Easement Property. Fences removed from the Specific Easement Route, if replaced, shall be rebuilt by Grantee at its expense in mutually agreeable locations on the Easement Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Grantor. To minimize the need for temporary fencing, Grantor will cooperate with Grantee to avoid grazing animals on or near the affected Specific Easement Route during periods of construction, maintenance or removal activity by Grantee. 5.4 Insurance and Indemnity. During the term of this Agreement, Grantee shall maintain policies of general liability insurance, including contractual liability, completed operations and products liability coverage with a combined single limit of not less than $5,000,000 applicable to bodily injury, sickness or death and loss of or damage to property in any one occurrence and $5,000,000 in the aggregate. Coverage shall be written on an occurrence basis (not claims made) and coverage shall be at least as broad as the Insurance Services Office Commercial General Liability Coverage (occurrence form CG0001). Grantor shall be named by endorsement as an additional insured on such general liability policy. Grantee shall furnish certificates of insurance to Grantor evidencing the insurance required under this Section 5.3. Each certificate shall provide that thirty (30) days prior written notice shall be given to Grantor in the event of cancellation or material change in the policies. All certificates must contain reference to the additional insured endorsement as required herein. All insurance shall be placed with California admitted or licensed insurers with a current AM Best's rating of no less than ANII. Grantee in accordance with the procedures provided in Section 5.7.2 will indemnify, defend and hold Grantor harmless against any and all losses, damages, claims, expenses and other liabilities asserted against Grantor by a third party, including, without limitation, reasonable attorneys' fees, resulting from or arising out of Grantee's exercise of any rights granted to the Grantee under this Agreement, including (i) any operations of Grantee on the Specific Easement Route, (ii) any negligent act or negligent failure to act on the part of Grantee or anyone else engaged in doing work for Grantee or (iii) any breach of this Agreement by Grantee. This indemnity agreement does not cover losses of rent, business opportunities, crop production, profits and the like that may result from Grantor's loss of use of the Specific Easement Route. 5.5 Requirements of Governmental Agencies. Grantee shall comply in all material respects with valid laws applicable to the Wind Project Improvements. Grantee shall have the right, in its sole discretion and at its sole expense, to contest the validity or applicability to the Specific Easement Route or Wind Project Improvements of any law, ordinance, statute, order, regulation, property assessment or the like made by any governmental agency or entity. Grantee shall control any such contest and Grantor shall cooperate with Grantee in every reasonable way in such contest, at no out-of-pocket expense to Grantor. 5.6 Mechanic's Liens. Grantee shall not permit any default arising out of a mechanic's lien related to Grantee's use of the Specific Easement Route under this Agreement to be filed against the Specific Easement Route or Easement Property. If Grantee wishes to contest any such default, Grantee shall, within sixty (60) days after it receives notice of the default, 6 LA\2211092.5 provide a bond or other security Grantor may reasonably request or remove such default from the Specific Easement Route in the manner provided by applicable law. 5.7 Hazardous Materials. 5.7.1 Definitions. As used in this Agreement, the terms defined below shall have the meanings indicated. 5.7.1.1 "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation which imposes any liability on any Grantor, occupant, lender, mortgagee or party in interest or which places any restriction on the ownership, occupancy, transferability or use of any real property by reason of any presence or use of or occurrence regarding any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") 42 U.S.C. Section 9601 et seq., as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA"), Pub. L. 99-499, 100 Stat. 1613, . the Resource, Conservationand Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Clean Air Act ("CAA"), Pub. L. 84-159, as amended by Pub. L. 101-549, 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act (as amended by the Clean Water Act of 1977 ("CWA")), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act of 1976 ("TSCA"), 15 U.S.C. Section 2601 et seq., California Health and Safety Code, Section 25249.5 et seq., and any modifications, amendments, and successors to any of the foregoing. 5.7.1.2 "Violation of Environmental Law" shall mean any violation of any Environmental Law, or any event, occurrence or condition as a consequence of which, pursuant to any Environmental Law (i) Grantee, Grantor or any occupant or person having any interest in the Specific Easement Route shall be liable, (ii) the Specific Easement Route shall be subject to any restriction on use, ownership, transferability or (iii) any remedial work pertaining to Hazardous Substances shall be required at or in connection with the Specific Easement Route. 5.7.1.3 "Hazardous Substance" shall include without limitation: 5.7.1.3.1 Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in CERCLA, RCRA, Sections 307 and 311 of CWA, and the Hazardous Materials Transportation Authorization Act, 49 U.S.C. Sections 1501 et seq., or in any successors thereto, or in the regulations promulgated pursuant to said laws; 5.7.1.3.2 Those substances defined as "hazardous waste, "extremely hazardous waste," or "restricted hazardous waste" in Sections 25115, 25117, 25122.7, and 25140 of the California Health and Safety Code, or as "hazardous substances" in Sections 25316 and 25281 of the LA\2211092.5 California Health and Safety Code, and in the regulations promulgated pursuant to said laws; 5.7.1.3.3 Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); 5.7.1.3.4 Petroleum, asbestos, polychlorinated biphenyls, flammable explosives, radioactive materials, or any material containing any of the foregoing; and 5.7.1.3.5 Such other substance, materials, and wastes which are or become regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Law or other applicable federal, state, or local law, statute, ordinance, or regulation, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. 5.7.2 Indemnification. Grantee shall indemnify, hold harmless, protect, and with counsel chosen by Grantee defend Grantor and Grantor's directors, officers, employees, agents, successors and assigns from and against any and all claims, judgments, penalties, fines, losses, damages, costs, expenses and liabilities, including attorneys' fees and costs, directly or indirectly arising out of or attributable to any actual or alleged Violation of Environmental Law by Grantee on the Specific Easement Route or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge, disposal, or any other presence or existence of any Hazardous Substance on, under or about the Specifics Easement Route, or any transportation, migration, or other movement of any Hazardous Substance from the Specific Easement Route. This indemnity shall survive the expiration of the term of this Agreement. In any circumstance in which this indemnity applies, if Grantee fails to provide a defense as required by this Section 5.7.2, Grantor may employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of action, and Grantor shall havetheright to compromise or settle the same in good faith without the necessity of showing actual liability therefore, and without the consent of Grantee. Grantee shall reimburse .Grantor upon demand for. all costs and expenses incurred by Grantor, including the amount of all costs of settlements entered into in good faith, and the fees and other costs and expenses of such attorneys and consultants; provided, however, if Grantor enters into a settlement without Grantee's consent, Grantee shall not be liable to indemnify Grantor unless Grantor establishes by final judgment of a court of competent jurisdiction that Grantee caused the damage on account of which settlement payment was made and that the amount of the settlement was fair and reasonable. Notwithstanding any other provisions in this Agreement, the indemnity and reimbursement obligations of Grantee set forth in this Section 5.7.2 shall not apply to (i) any matter directly or indirectly arising out of or attributable to any actual or alleged violation of Environmental Law or any actual or alleged use, generation, manufacture, 8 LA\2211092.5 production, storage, spillage, release, threatened release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Route or any transportation, migration, or other movement of any Hazardous Substance to or from the Specific Easement Route which either (a) was in existence as of the date of this Agreement, (b) is caused by either Grantor or the grantees, licensees, employees or agents of Grantor (exclusive of Grantee, its grantees, licensees, employees and agents), and/or (c) is caused by a third party and is unrelated to Grantee's operations on the Specific Easement Route or (ii) any matter brought by Grantor against Grantee independent of a claim against Grantor by a third party. 5.7.3 Notice of Actions. 5.7.3.1 Grantee shall give immediate written notice to Grantor of: (i) any proceeding, inquiry, notice, or other communication by or from any governmental authority, including, without limitation, the California State Department of Health Services and the Environmental Protection Agency, regarding the presence or existence of any Hazardous Substance on, under, or about the Specific Easement Route or any migration thereof from or to the Specific Easement Route or any actual or alleged Violation of Environmental Law; (ii) all claims made or threatened against Grantee or the Specific Easement Route relating to any loss or injury resulting from or pertaining to any Hazardous Substance or Violation of Environmental Law; (iii) Grantee's discovery of any bccurrence or condition on any real property that cause the Specific Easement Route or any part thereof to be subject to any restrictions on, ownership, occupancy, transferability, or use, or subject the Grantor or any person having any interest in the Specific Easement Route to any liability, penalty, or disability under any Environmental Law including, without limitation, any that cause the Specific Easement Route .or any part thereof to be classified as "border -zone property" under the provisions of California Health and Safety Code Sections 25220 et seq. or any regulation thereunder or in connection therewith; and (iv) Grantee's receipt of any notice or discovery of any information regarding any actual, alleged or potential use, manufacture, production, storage, spillage, seepage, release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Route or any Violation of Environmental Law pertaining to Grantee or the Specific Easement Route. 5.7.3.2Immediately upon receipt of the same, Grantee shall deliver to Grantor copies of any and all orders, notices, permits, applications, reports, and other communications, documents, and instruments pertaining to the actual or alleged presence of any Hazardous Substance on, under or about the Specific Easement Route or Violation of Environmental Law pertaining to Grantee or the Specific Easement Route. 5.7.3.3 Grantor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Specific Easement Route involving any Hazardous Substance or any Environmental Law, and Grantee shall reimburse Grantor upon demand for all of Grantor's costs and 9 LA\2211092.5 expenses in connection therewith, including attorneys' fees, if it is determined that Grantee's violation of any Environmental Law caused the damage or contamination complained of in such legal proceedings or actions. 5.8 Removal of Wind Project Improvements. Grantor shall have no ownership or other interest in any Wind Project Improvements installed by Grantee on the Specific Easement Route, and Grantee shall -have the express right, at any time and in its sole discretion, to remove any Wind Project Improvements (excluding roads) from the Specific Easement Route. 5.9 Water Lines . and Existing Improvements. Grantee shall not harm existing waterlines or other improvements on the Easement Property. Grantee will coordinate with Grantor to determine the locations of the existing waterlines and improvements. Grantee shall immediately repair any waterline or improvement it damages 5.10 Breach by Grantee. Upon a breach by Grantee of its duties under this Agreement, Grantor shall have all remedies against Grantee that it may have under this Agreement, at law or in equity (including the right to seek an injunction to compel Grantee to specifically perform its obligations under this Agreement), provided, however, that Grantor specifically waives any right it may have to terminate this Agreement or the Easements granted hereunder. No delay or omission of Grantor to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any breach by Grantee. Section 6. GRANTOR'S DUTIES AND REPRESENTATIONS. 6.1 Grantor's Authority. Grantor is the sole fee interest owner of the Easement Property including the Specific Easement Route and has the unrestricted right and authority to sign this Agreement and to grant Grantee the Easements and other rights granted in this Agreement. The persons signing this Agreement, are all of the persons necessary to grant Grantee the Easements and other rights granted in this Agreement. When signed by both Parties, this Agreement constitutes a valid and binding agreement enforceable against Grantor in accordance with its terms. 6.2 Requirements of Governmental Agencies, No Opposition. Grantor shall assist and fully cooperate with Grantee, at no out-of-pocket expense to Grantor, in complying with or obtaining any zoning and land use permits and approvals, building permits, environmental impact reviews or any other approvals required for the financing, construction, installation, replacement, relocation, maintenance, operation or removal of the Wind Project Improvements, including execution of applications for such approvals. Grantor shall not oppose, directly or indirectly (including without limitation assisting any third party directly or indirectly in opposing) the development or operation of a wind energy project or projects on the Appurtenant Property, the environmental clearance for such project or related or similar projects of Grantee on the Appurtenant Property (including under CEQA and NEPA, or any -CEC equivalent process) or any associated activities or facilities (including without limitation transmission or gathering systems, interconnection equipment and related system upgrades or similar matters). 10 LA\221 I092.5 Section 7. FINANCING BY GRANTEE. 7.1 Right to Mortgage. Grantee may, upon notice to Grantor, without Grantor's consent or approval, mortgage, grant deeds of trust, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement, the Easements, the Specific Easement Route and the Wind Project Improvements (collectively, its "Wind Project Assets") in connection with any financing secured by the Appurtenant Property. These various security interests in all or a part of the Wind Project Assets are collectively referred to as "Mortgages" and the holders of the Mortgages, their designees and assigns are referred to as "Mortgagees". Mortgagees shall use the Wind Project Assets only for the uses permitted under this Agreement. Mortgagees shall have all rights and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Mortgagee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. The term "Grantee" includes any person or entity which holds the entire grantee's interest under this Agreement. Grantor agrees to consent in writing to financing documents as may reasonably be required by Mortgagees, including financing documents typically required in the context of non - recourse project financings containing, among others, provisions for material notices, extended cure periods and replacement easement agreements. Except for a Mortgage or pursuant to Section 9.19 hereof, Grantee shall not assign or otherwise encumber the Wind Project Assets without Grantor's prior consent, which consent may be withheld in Grantor's sole discretion. 7.2 Mortgagee Obligations. Any Mortgagee whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior to the time the Mortgagee directly holds an interest in this Agreement, or succeeds toabsolute title to Grantee's interest. A Mortgagee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title. 7.3 Certificates, etc. Grantor shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) and consents to assignment as Grantee or any Mortgagee or Permitted Assignee (as defined below) may reasonably request from time to time. Grantor and Grantee shall cooperate in amending this Agreement from time to time to include any provision that may be reasonably requested by Grantee or any Mortgagee or Grantor to implement the provisions contained in this Agreement or to preserve a Mortgagee's security interest or the interest of the Grantor, provided such amendments shall not impair any then existing security interests. Section 8. NOTICES. 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 or electronic transmission, and addressed to the following addresses: 11 LA\2211092.5 If to Grantee: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Mark Whitworth, City Administrator Telephone: (323) 583-8811 Facsimile: (323) 587-7596 E-mail: mwhitworth@ci.vernon.ca.us with a copy to: Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attn: ,David B. Rogers Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: david.rogers@lw.com If to Grantor: c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 with a copy to: CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin Facsimile No: (323) 860-4901 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq. Facsimile No: (213) 430-6407 Section 9. MISCELLANEOUS. 9.1 No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Easement Property to or for the general public or for 12 LA\2211092.5 any public use or purpose whatsoever, it being the intention of the Parties that the Easements and rights granted in this 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 and their respective successors and assigns. 9.2 Unavoidable Delays; Force Majeure. If either Party is delayed, hindered in or prevented from performing any act required under this Agreement by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, natural disasters, war, civil strife or other violence; the affected Party, upon giving notice to the other Party, shall be excused from performing the act (exceptpayment of consideration) for the period of the delay. The affected Party shall use its reasonable efforts to avoid or remove the causes of nonperformance and shall continue performance whenever the causes for nonperformance are removed. 9.3 Run With the Land. The Easements and any restrictions in this Agreement are binding upon and shall inure to the benefit of the Parties' Mortgagees and their respective successors and assigns (including Permitted Assignees (as defined below)), heirs, personal representatives, tenants invitees and licensees or persons claiming through them. All of the. provisions of this 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. 9.4 Entire Agreement/Amendments. This Agreement constitutes the entire agreement between Grantor and Grantee respecting its subject matter and replaces and supersedes any prior agreements. Any agreement, understanding or representation respecting the subject matter of this Agreement not expressly set forth in this Agreement or a later writing signed by both Parties, is null and void. This Agreement and the Easements shall not be modified or amended except in a writing signed by the Parties or their successors in interest. The Parties agree to cooperate in the approval and substitution of exhibits and in executing any additional agreements or amendments reasonably needed by the Parties for their business purposes so long as they do not adversely affect the rights of either Party or violate the terms and spirit of this Agreement. 9.5 Dispute Resolution. Any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to this Agreement, or to either Parry's performance or failure .of performance under this Agreement, shall be governed by Section 30 of the PSA, which is incorporated herein.by this reference. 9.6 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 9.7 Partial Invalidity.' Should any provision of this Agreement be held, in a final and unappealable decision by a ,court of competent jurisdiction, to be either invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, unimpaired by the holding. Notwithstanding any other provision of this Agreement, the Parties 13 LA\2211092.5 agree that in no event shall the Term be for longer periods than the longest periods permitted by applicable law. 9.8 Tax Credits. If under applicable law Grantee becomes ineligible for any tax credit, benefit or incentive for alternative energy expenditure established by any local, state or federal government, then, at Grantee's option, Grantor and Grantee shall amend this Agreement or replace it with a different instrument so as to convert Grantee's interest in the Specific Easement Route to a substantially similar interest that makes Grantee eligible for such tax credit; . benefit or incentive. Grantee agrees to pay the Grantor's attorney fees to review such changes. 9.9 Approvals. No approval required by this Agreement shall be unreasonably delayed, conditioned or withheld, except in instances where this Agreement specifically permits a Party to act in its sole discretion. Requests for approvals shall be delivered to the other Parry according to the notice procedures in Section 8 of this Agreement. Unless a longer or shorter time is specified, all approvals required of either Party shall be given or refused in writing delivered to the other Party according to the notice procedures in Section 8 of this Agreement within ten (10) business days after receipt of the request for approval. Failure by either Party to respond to a request for action or approval within fifteen (15) business days by either approving or denying the request shall be deemed an approval. 9.10 Authorization of Other Users. Grantee in its discretion may authorize its employees, agents, contractors or tenants to use the Specific Easement Route for the purposes stated in this Agreement. . 9.11 Lateral Support..Grantee shall have and exercise the right of subjacent and lateral support for Wind Project Improvements on the Specific Easement Route to whatever extent is necessary for the safe construction, operation and maintenance of Wind Project Improvements. Grantor expressly covenants that Grantor shall not excavate so near the sides of or underneath the Wind Project Improvements as to undermine or otherwise adversely affect their stability. 9.12 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 9.13 Article Headings. _Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. 9.14 Relationship of Parties. The relationship between Grantor and Grantee is that of grantor and grantee of the Easements only, and neither Grantor nor Grantee is, nor shall it hold itself out to be, the agent, employee, joint venturer or partner of the other. 9.15 Third Party Beneficiaries. This Agreement is between and for the exclusive benefit of the Parties, and shall not benefit any third parties. 9.16 Mortgagee Protection. No breach or violation of this 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 by Grantor in good faith and for value with respect to any ( LA\2211092.5 14 portion of the Specific Easement Route, but all of the provisions of this 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 Specific Easement Route, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. 9.17 Estoppel. Grantee shall execute commercially reasonable estoppel certificates (certifying as- to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) as Grantor may reasonably request from time to time. 9.18 Limitation of Liability. No shareholder, member, director, officer, agent or employee of any Party shall have personal liability for the obligations to be performed by the parties hereunder. 9.19 Assignment. The rights, powers, and obligations hereunder conferred upon each Party shall not at any time be transferred or assigned, except to one or more persons or entities ("Permitted Assignees") (a) that own a fee interest in all or any portion of the Appurtenant Property, (b) through a transfer of such Party's fee interest in all or .any portion of the Appurtenant Property or Easement Property, as applicable, or (c) that are a lender in connection with a financing or refinancing on the Appurtenant Property or Easement Property, as applicable. Without limiting the generality of the foregoing sentence, Grantee shall have the right, upon notice to Grantor, without Grantor's consent, to sell, convey, or assign all or any portion of its Wind Project Assets to Permitted Assignees or to grant sub -easements, co -easements, separate easements, or similar rights, however denominated, to Permitted Assignees. Permitted Assignees shall use the Wind Project Assets only for the uses permitted under this Agreement. Permitted Assignees shall have all rights, obligations and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Permitted Assignee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. Each Party shall have liability only for the obligations to be performed by such Party for the time that such Party owns the property burdened or benefited hereby. In the event of any transfer by either Party of its interest in the burdened or benefited property, such Party shall be relieved from all future liability accruing from and after the date of the transfer or conveyance, and such obligations shall be binding upon the successor in interest to such Parry. 9.20 Enforcement. The Parties and their respective successors and assigns shall have the right to enforce, by proceedings at law or in equity, the covenants, restrictions and easements imposed by this Agreement. The right to enforce this Agreement shall include, without limitation, the right to maintain a proceeding at law or in equity against, any person or persons who have violated or who are attempting to violate any of the covenants or restrictions of this Agreement, to enjoin or prevent them from doing so, to cause the violations to be remedied, and/or to recover damages for any violations. 9.21 Original_ Agreement. On or after the date that is the later of (a) the exercise or expiration, as applicable, of Grantee's rights under Section 1.1.1 hereof and (b) the exercise or expiration, as applicable, of Grantee's rights under Section 1.2 hereof, Grantee shall execute any documents reasonably requested by Grantor to release from the Original Agreement areas of the Easement Property that are not part of the Specific Easement Route. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first written above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., ;to C)",-ratinrr AAanar r By: ACKNOWLEDGEMENT State of California ) County of O>c AW4) On - 20//1 before//�� ate, a Notary Public, personally appeared Fii! `_ who proved to me on the basis of satisfactory evidence to be the person(&) whose name(a) is/twe subscribed to the within instrument and acknowledged to me that he/skey executed the same in his/herLt�authorized capacity(ie&), and that by his/ham signature(-s) on the instrument the person(4), or the entity upon behalf of which the person(s4 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 hand and official seal. Signa re �d'OL � (Seal) ��;,.. OIANA VILLALBA Commission #� 1856885 z ; -s Notary Public - California i z Los Angeles County �, My Comm. Ex ires Jul 6, 2013 GRANTEE: CITY OF VERNON, a California chartered city ATTEST: By: Mar Whitworth tllard Yama ch' Cit -Administrator City Clerk APPROVED AS TO FORM: ACKNOWLEDGEMENT State of California I) County of On //J'nllll- j �� 20 // _ before me. -a Al-41, 11 UC�1 q a Notary Public, pe onally appeared N%glkhG/� 4C rhLVj[n -fh , 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) ANA KARINA R�D Commission #E 1900284 Z Notary Public - California D Los Mpeles County My Comm. E ires Au 19. 2014 EXHIBIT A Easement Property Parcel 1: (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 2: (APM 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. Except 1/16`h 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 3: (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-4: (APN: 1536180-04) 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 5: (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 6: (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. Exhibit A - 1 LA\2211092.5 Parcel 7: (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 8: (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. Parcel 9: (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 10: (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 11: (APN: 442-020-26) 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 '/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: 442-010-10) 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 Exhibit A - 2 LA\2211092.5 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 13: (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 14: (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.- Parcel 15: (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 16: (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. Exhibit A - 3 LA\2211092.5 EXHIBIT B Appurtenant 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: 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. 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. Exhibit B - 1 LA\2211092.5 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. 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, 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. Parce118: (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; Countyof Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, 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. Exhibit B - 3 LA\2211092.5 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. Parcel26: (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. 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. Exhibit B - 4 LA\2211092.5 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: 444480-13 & 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 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. Exhibit B - 5 LA\2211092.5 - Parcel39: (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. 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 Exhibit B - 6 LA\2211092.5 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 2.7, 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 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. 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 B - 7 LA\2211092.5 EXHIBIT C Specific Easement Route [Attached] Exhibit C - 1 LA\2211092.5 EASEMENT DESCRIPTION: An easement aver property owned by Renu Resources LLG, (°Grantors"), situate in Section 19, Tovmship 30 South, Range 37 East, Mount Diablo Meridian, Kern County, California, and being more particularly described as follows 'rho portion of "Grantor's" land shown above (see easement document) Contains: 18.10 acres, more or less, (as described) 'THIS DRAWING SHOULD BE USED ONLYAS A REPRESENTATION OF THE LOCATION OFTHE EASEMENT BEINGCOWEYED. THE EXACT LOCATION OFALL STRUCTURES, LINES AND APPURTENANCES IS SUMECTTO CHANGE WITHIN THE BOUNDARIES OF THE RIGHr OF WAY HERF.04 GRANTED REV DATE: G114110 DESC. UESCRIPTION I BY CM CHK OH JAPP CH �'= E E C T R (C RyLp EXHIBIT C NExTer " C C 0 N I U I i d N 1 S, INC C "OUG SECTION 9, U CES LLC PROPERTY EN ER ".µ me« SALT LAKE CITY, UTAH MOUNT DIABLO MERIDIAN B50 V.A 7W SmA %m& am Ur HV (Wa 202-BL% - SCALE V-800' Tuesday, June t5, 201.0 ItENU R1sSn1JRC'ES LLC APN 18108011 DI?SCR.IPTION An easement 150 feet in width, situate in the North 1-ialf of Section 19,'rowuship 30 South, Range 37 Fast, Mount Diablo Meridian, Kern County, California. Said easement being 75 feet perpendicularly distant each side of the following described centerline, to wit: Beginning at a point on the west line of said Section 19, which is 1029.67 feet, more or. Less, N.00°04'05" W along the section line from the West quarter corner of said Section 19 and running thence 5.82°42'47"Ii 5457,77 feet to the east line of said Section 19 and tcmunating. LESS and excepting that portion lying within the City of Los Angeles pipeline property, APN 1810834.fhe sidelines of said easement shall be prolonged or shortened so as to intersect the west line of said land at the point of beginumg and the cast line of said land at the point of termination. The above -described easement contains 788,650 square feet or 18.10 acres, more or less. EXHIBIT C (continued) N . C R.- S .2 i i Renu Resources LLC APN--18108030 SECTION 21 T30S, R37E, MDM I. I Jawbone Canyon Rd. W.114 COFL City of Los Angeles SEC. 21 APN-18108029 P.O.B. So'04'48"W 10.00'(TIE) — S61 °58'00"E 218.06' 75.00' ;• A .. 160.00, S61'581001E 721.8T `' •.: ' •:.. S61'58'00"E 2618.7IT • ......:. S61°58'00"E 262,18' Renu Resources LLC I APN-18108030. ' City of Los Angeles APN-18108033 S61'58'00'E 1820.01, EASEMENT DESCRIPTION: An easement over property owned by Renu Resources LLC, ("Grantors"), situate In Section 21, Township 30 South, Range 37 Eas4 Mount Diablo Meridian, Kam County, California, and being more particularly described as follows: Tile portion of "Grantors" land shown above (see easement document) Contains: 17.77 acres, more or less, (as described) THIS DRAWING SHOULD BE USED ONLY ASAREPRESENTATION OFTHELOCATIONOFTHE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURE% LINES AND APPURTENANCES IS SU&IECTTD CHANGE WITHIN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED - REV - DATE UiVIO I DESC. DESCRIPTION BY CM CHK GH " APP W 1yA••b•rt• w EXHIBIT C Emmil E� 1 R I C A L (continued) NEXTera CO u !III * ll} r1 I u p THROUGI I RENU RESOURCES LLC PROPERTY E1 V E 1 NYAw.O�,C°,a, II i 1I 1 II 1 i II 4 SECTION 21 T30S., R37E s SALT LAKECITY, UTAH MOUNTDIABLDMERIDIAN aN Wat 700 swlh Ww& Ow4 LIT WO (0) W-M sCAI E r=800 ,Tuesday, June 15, 2010 RF.NUI RESOURCES LLC APN 181.08030 DESCRIPTION An easement 150 feet in width, situate in Section 21, Township 30 South, Range 37 East, Mount Diablo Meridian, Kern County, California. Said easement being 75 feet perpendicularly distant each side of the following described centerline, to wit: Beginning at a point on the west line of said Section 21, which is 10.09 feet, more or less, 5.00°04'48"W along the section line from the West quarter corner of said Section 21 and roaming thence S.61°58'00" E 5641.79 feet to the south line of said Section 21 and terminating. LESS and excepting those portions lying within the City of .Los Angeles pipeline property, APN 1810829 and transmission line property, APN 18108033. 'The sidelines of said easement shall be prolonged or shortened so as to intersect the west line of said land at the point of beginning and the south line of said land at the point of termination. The above -described easement contains 774,096 square feet or 17.77 acres, more or .less. EXHIBIT C (continued) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: James W. Fitch Assessor— Recorder PATTI Kern County Official Aecords 3/16/2011 Recorded at the request of 10:04 AM Document Process Solution D0C#: 0211034177 The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Willard Yamaguchi, City Attorney $tat Types: 1 Pages: 55 Fees 0.00 Taxes 0.00 Others 0.00 PAID $0.00 Recording Fee: Exempt pursuant to California Government Code § 27383 AMENDED AND RESTATED ACCESS EASEMENT AND LICENSE AGREEMENT THIS AMENDED AND RESTATED ACCESS EASEMENT AND LICENSE AGREEMENT (this "Agreement") is made as of January 14, 2011 (the "Effective Date"), by ReNu RESOURCES, LLC, a Delaware limited liability company ("ReNu" or "Grantor") to the CITY OF VERNON, a California chartered city ("Vernon" or "Grantee"). Each of Grantor and Grantee are sometimes referred to herein individually as a "PgM" and collectively as the "Parties". Unless otherwise indicated, capitalized terms have the meanings given them in this Agreement. RECITALS A. ReNu owns that certain real property located in the unincorporated areas of Kern County, as more particularly described on Exhibit A attached hereto (the "Easement Property"). B. ReNu sold and conveyed to Vernon certain real property located in the unincorporated areas of Kern county, as more particularly described on Exhibit B attached hereto (the "Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions (the "Original PSA") by and between ReNu and Vernon and dated as of October 8, 2008, a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198. The Original PSA was amended by that certain letter amendment dated October 12, 2009 from Vernon to ReNu (the "First Amendment"), and further amended by that certain Second Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated October 17, 2010 by and between ReNu and Vernon (the "Second Amendment") and that certain Third Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated December 1, 2010 (the "Third Amendment"; the Original PSA as amended by the First Amendment, Second Amendment and Third Amendment, the "PSA"). C. Pursuant to the PSA; the Parties entered into that certain Access Easement and License Agreement dated October 16, 2008 and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165195 (the "Original Agreement"). D. Pursuant to the Original Agreement, Grantor granted to Grantee, among other things, a general easement appurtenant to and beneiitting the Appurtenant Property, which allows Grantee to designate locations for easements on the Easement Property over which Grantor will grant Grantee easements required to access utilities and to access or construct roads. LA\2145419.13 t. E. The. Parties have determined, identified and agreed to such preferred, specific easement locations, as more particularly described on Exhibit C attached hereto (the "Specific Easement Locations"). F. The Parties now desire to amend and restate the Original Agreement in order to put of record the Specific Easement Locations, and to establish the rights and duties of the Parties with respect to each other and the Easements. 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: AGREEMENT Section 1. GRANT OF EASEMENTS AND LICENSE. 1.1 Easements. Grantor hereby grants to Grantee and Grantee accepts from Grantor non-exclusive easements (the "Easements") appurtenant to and benefitting the Appurtenant Property located in, over, across and through the Specific Easement Locations to permit Grantee (a) to access Utility Facilities (including the right to construct, operate, maintain, replace, relocate or remove facilities reasonably necessary for such access, including without limitation piping, electrical cables and wires (including underground), junction or splice boxes, electrical energy storage or similar facilities) and (b) to access (or, with the consent of Grantor not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved, including for transportation of cranes, turbines and other equipment and materials used in connection with the Wind Project (as defined below)), in each case in a manner that is consistent with the Easement Requirements set forth in Section 1.3 and only to the extent that any such access or related rights cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Appurtenant Property to access the relevant utilities or constructing roads on the Appurtenant Property over the costs that would be incurred from using the Easement Property) on the Appurtenant Property or within or adjacent to the WL Specific Transmission Easement Route (as defined in the PSA). Such access is limited to the Specific Easement Locations. Grantee shall be responsible for all reasonable maintenance of such roads or other facilities based on Grantee's usage of such improvements. "Utility Facilities" consist of facilities that provide utility services, including without limitation water, electricity, piping, drainage and other services typically associated with utility service. 1.1.1 Additional Easement Locations. Pursuant to Section 1(e)(v) of the PSA, Grantor acknowledges and agrees that Grantee shall have the right from time to time but no later than December 31, 2012 to designate on the Easement Property additional Easements subject to the requirements of this Section 1 and said Section l(e)(v) of the PSA. 1.2 License. Grantor hereby grants to Grantee and Grantee accepts from Grantor an irrevocable, non-exclusive license, expiring on the first anniversary of the date of commencement of commercial operation of a wind energy project (the "Wind Project") on the Appurtenant Property, to access the Easement Property for the purpose of conducting studies, 2 LA\2145419.13 investigations and tests thereon, and the physical components thereof, to the extent reasonably related to the development of the Appurtenant Property, in each case in a manner that is consistent with the Access Requirements set forth in Section 1.3.1 (collectively, the "License"). 1.3 Easement Requirements'. Notwithstanding any other provision of this Agreement, the Easements and License granted herein are subject to the following requirements, rights and restrictions ("Easement Requirements"): 1.3.1 Access Requirements. (a) Any use of any easement, right-of-way, license or other access right granted hereunder by its holder shall be subject to reasonable conditions as the owner of the real property subject to such easement, right-of-way, license or other access right may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (b) the use of any easement, right-of-way, license or other access right granted hereunder by its holder shall not interfere in any material respect with the use of the real property subject to such easement, right-of-way, license or other access right by the owner thereof (collectively, the "Access Requirements"). 1.3.2 Grantor's Rights. (a) No provision of this Agreement shall restrict Grantor's right to cross the Easements or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Easements, unless the foregoing would materially interfere with Grantee's intended use of the Easements. (b) Grantor and its agents shall be permitted to use any access, maintenance or patrol roads installed on the Specific Easement Locations or serving the Easements unless such use would materially interfere with Grantee's intended use of the Easements. (c) The Easements shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive and where Grantee has provided Grantor with written notice of the same, except that Grantor shall be entitled to use any roads installed by Grantor unless such use would materially interfere with Grantee's intended use of the Easements. (d) In no event shall the holder of the Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Easements. (e) Grantor may from time to time request Grantee to amend this Agreement to exclude any portions of the Easement Property on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to exclude from the Easements. Provided Grantor uses commercially reasonable efforts to provide alternate routes for the Easements, Grantee shall consent to any reasonable request and execute an appropriate amendment to this Agreement in recordable form. Grantor shall reimburse Grantee for any reasonable out-of- 3 LA\2145419.13 pocket, third party costs incurred by Grantee in connection with documenting and analyzing any requested amendment to this Agreement. (f) Grantee acknowledges that it has inspected the Specific Easement Locations and shall be deemed to have accepted the Specific Easement Locations "AS IS," in their then condition, and Grantee hereby releases Grantor from any liability or loss caused by the use of the Easements by Grantee. Grantor shall not be responsible for and Grantee expressly releases Grantor from and waives any claim for loss or damage to person or property (including vehicles) occurring within the Easement Property due to theft, vandalism, accident or other cause, unless such claim, loss or damage is caused by the gross negligence or willful misconduct of Grantor or any. of Grantor's invitees, employees, agents, contractors or tenants. In no event shall Grantor be liable for consequential damages for any cause whatsoever. (g) Except as indicated on Exhibit C, and without limiting the width of the Specific Easement Locations as specified therein, the width of the corridor of the Easements specified in this Section 1.1 shall not exceed the. industry standard for such easements at issue. Section 2. TERM. The term of the Easements (the "Term") shall begin upon the Effective Date, and shall continue in perpetuity. Each of the Easements granted is irrevocable except as otherwise specified in this Agreement. The License shall expire on the first anniversary of the date of commencement of commercial operation of the Wind Project, and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release and reconvey the License following its expiration. Section 3. COST. The use of the Easements shall be at no additional cost paid by Grantee to Grantor; provided that nothing in this Section 3 shall limit Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements. Section 4. TAXES. Grantee will pay or reimburse Grantor for any transfer taxes assessed in connection with the granting of the Easements. Grantee shall pay any increase in the real or personal property taxes on the Easement Property that is directly attributable to the installation by Grantee of any roads approved by Grantor or other improvements permitted hereunder (the "Wind Project Improvements") on the Specific Easement Locations. Grantee shall request that the Wind Project Improvements be separately assessed and that taxing authorities bill Grantee directly for taxes attributable to the Wind Project Improvements. Grantee shall not be liable for taxes attributable to facilities installed by Grantor or others on the Easement Property (including on the Specific Easement Locations), to the underlying value of the Easement Property itself or for any increase due to any other cause. Grantee agrees to reimburse Grantor for any taxes paid by Grantor that are properly payable by Grantee under the terms of this Agreement. To receive reimbursement, Grantor must submit any property tax bill to Grantee for reimbursement within thirty (30) days after Grantor receives the bill from a taxing authority. The Parties agree to fully cooperate to obtain any available tax reductions, refunds or tax abatements. 4 LA\2145419.13 Section 5. GRANTEE'S DUTIES AND REPRESENTATIONS. 5.1 Care and Appearance. Grantee shall at all times maintain the Wind Project Improvements in a neat, clean and presentable condition. Grantee shall not willfully destroy the. Easement Property and shall keep the Specific Easement Locations and all Wind Project Improvements_ thereon clean and free of debris created by Grantee, its contractors or others brought on to the Easement Property by Grantee. Grantee shall be responsible for any required weed control on those portions of Specific Easement Locations that are not used as pasture or grasslands or actively farmed by Grantor. Grantee shall not use the Specific Easement Locations for storage of materials or staging of construction, except in connection with staging of construction of roads consented to pursuant to Section 1.1 hereof or as otherwise permitted herein. 5.2 Installation of Underground Facilities by Grantor and Grantee. Grantee and Grantor agree to consult each other when either Party desires to install underground facilities such as pipes and wires that will cross Specific Easement Locations. Grantee and Grantor shall first consult with the other Party and obtain approval of the plans, specifications, exact depths and locations of the proposed underground facilities before construction. Because of danger of damage to Grantee's Wind Project Improvements and Grantor's existing improvements (the "Existing Improvements") and the safety hazard to persons working in the. vicinity of Grantee's Collection Facilities and other equipment, each Party shall give the other at least five (5) days' notice as to when installation of any such underground facilities is to occur. Each Party shall coordinate work in these areas to permit the other Party's representative to be present at all times that excavation or other type of sub -surface work is performed by such Party within these areas. Each Party agrees to indemnify the other Party against liability for injuries and claims resulting from such Party's failure to comply with the requirements of .this Section 5.2. If Grantee's installation of the underground facilities damages Grantor's Existing Improvements, Grantee at Grantee's expense shall promptly repair the damaged Existing Improvements to the condition they were in before installation of the underground facilities. If Grantor's installation of the underground facilities damages Grantee's Wind Project Improvements, Grantor at Grantor's expense shall promptly repair the damaged Wind Project Improvements to the condition they were in before installation of the underground facilities. 5.3 Fences and Gates. At Grantor's request, Grantee shall repair or replace any fences, gates or cattle guards damaged or removed in connection with Grantee's activities on Easement Property. Fences removed from the Specific Easement Locations, if replaced; shall be rebuilt by Grantee at its expense in mutually agreeable locations on the Easement Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Grantor. To minimize the need for temporary fencing, Grantor will cooperate with Grantee to avoid grazing animals on or near the affected Specific Easement Locations during periods of construction, maintenance or removal activity by Grantee. 5.4 Insurance and Indemnity. During the term of this Agreement, Grantee shall maintain policies of general liability insurance, including contractual liability, completed operations and products liability coverage with a combined single limit of not less than $5,000,000 applicable to bodily injury, sickness or death and loss of or damage to property in any one occurrence and $5,000,000 in the aggregate. Coverage shall be written on an occurrence basis (not claims made) and coverage shall be at least as broad as the Insurance Services Office Commercial General Liability Coverage (occurrence form CG0001). Grantor shall be named by endorsement as an additional insured on such general liability policy. Grantee shall furnish certificates of insurance to Grantor evidencing the insurance required under this Section 5.3. Each certificate shall provide that thirty (30) days prior written notice shall be given to Grantor in the event of cancellation or material. change in the policies. All certificates must contain reference to the additional insured endorsement as required herein. All insurance shall be placed with California admitted or licensed insurers with a current AM Best's rating of no less than A: VII. Grantee in accordance with the procedures provided in Section 5.7.2 will indemnify, defend and hold Grantor harmless against any and all losses, damages, claims, expenses and other liabilities asserted against Grantor by a third party, including, .without limitation, reasonable attorneys' fees, resulting from or arising out of Grantee's exercise of any rights granted to the Grantee under this Agreement, including (i) any operations of Grantee on the Specific Easement Locations, (ii) any negligent act or negligent failure to act on the part of Grantee or anyone else engaged in doing work for Grantee or (iii) any breach of this Agreement by Grantee. This indemnity agreement does not cover losses of rent, business opportunities, crop production, profits and the like that may result from Grantor's loss of use of the Specific Easement Locations. 5.5 Requirements of Governmental Agencies. n�. Grantee shall comply in all material respects with valid laws applicable to the Wind Project Improvements. Grantee shall have the right, in its sole discretion and at its sole expense, to contest the validity or applicability to the Specific Easement Locations or Wind Project Improvements of any law, ordinance, statute, .order, regulation, property assessment or the like made by any governmental agency or entity. Grantee shall control any such contest and Grantor shall cooperate with Grantee in every reasonable way in such contest, at no out-of-pocket expense to Grantor. 5.6 Mechanic's Liens. Grantee shall not permit any default arising out of a mechanic's lien related to Grantee's use of the Specific Easement Locations under this Agreement to be filed against the Specific Easement Locations or Easement Property. If Grantee wishes to contest any such default, Grantee shall, within sixty (60) days after it receives notice of the default, provide a bond or other security Grantor may reasonably request or remove such default from the Specific Easement Locations in the manner provided by applicable law. 5.7 Hazardous Materials. 5.7.1 Definitions. As used in this Agreement, the terms defined below shall have the meanings indicated. 5.7.1.1 `Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation which imposes any liability on any Grantor, occupant, lender, mortgagee or party in interest or which places any restriction on the ownership, occupancy, transferability or use of any real property by reason of any presence or use of or occurrence regarding any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, 6 LA\2145419.13 Compensation and Liability Act of 1980 ("CERCLA") 42 U.S.C. Section 9601 et seq., as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA" ), Pub. L. 99-499, 100 Stat. 1613, the Resource, Conservation and Recovery Act of 1976 ("RCRA" ),' 42 U.S.C. Section 6901 et seq., the Clean Air Act ("CAA"), Pub. L. 84-159, as amended by Pub. L. 101-549, 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act (as amended by the Clean Water Act of 1977 ("CWA" )), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act of 1976 ("TSCA'), 15 U.S.C. Section 2601 et seq., California Health and Safety Code, Section 25249.5 et seq., and any modifications, amendments, and successors to any of the foregoing. 5.7.1.2 "Violation of Environmental Law" shall mean any violation of any Environmental Law, or any event, occurrence or condition as a consequence of which, pursuant to any Environmental Law (i) Grantee, Grantor or any occupant or person having any interest in the Specific Easement Locations shall be liable, (ii) the Specific Easement Locations shall be subject to any restriction on use, ownership, transferability or (iii) any remedial work pertaining to Hazardous Substances shall be required at or in connection with the Specific Easement Locations. 5.7.1.3 "Hazardous Substance" shall include without limitation: 5.7.1.3.1 Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in CERCLA, RCRA, Sections 307 and 311 of CWA, and the Hazardous Materials Transportation Authorization Act, 49 U.S.C. Sections 1501 et seq., or in any successors thereto, or in the regulations promulgated pursuant to said laws; 5.7.1.3.2 Those substances defined as "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" in Sections 25115, 25117, 25122.7, and 25140 of the California Health and Safety Code, or as "hazardous substances" in Sections 25316 and 25281 of the California Health and Safety Code, and in the regulations promulgated pursuant to said laws; 5.7.1.3.3 Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); 5.7.1.3.4 Petroleum, asbestos, polychlorinated biphenyls, flammable explosives, radioactive materials; or any material containing any of the foregoing; and 7 LA\2145419.13 5.7.1.3.5 Such other substance, materials, and wastes which are or become regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Law or other applicable federal, state, or local law, statute, ordinance, or regulation, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. 5.7.2 Indemnification. Grantee shall indemnify, hold harmless, protect, and with counsel chosen by Grantee defend Grantor and Grantor's directors, officers, employees, agents, successors and assigns from and against any and all claims, judgments, penalties, fines, losses, damages, costs, expenses and liabilities, including attorneys' fees and costs, directly or indirectly arising out of or attributable to any actual or alleged Violation of Environmental Law by Grantee on the Specific Easement Locations or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge, disposal, or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Locations, or any transportation, migration, or other movement of any Hazardous Substance from the Specific Easement Locations. This indemnity shall survive the expiration of the term of this Agreement. In any circumstance in which this indemnity applies, if Grantee fails to provide a defense as required by this Section 5.7.2, Grantor may employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of action, and Grantor shall have the right to compromise or settle the same in good faith without the necessity of showing actual liability therefore, and without the consent of Grantee. Grantee shall reimburse Grantor upon demand for all costs and expenses incurred by Grantor, including the amount of . all costs of settlements entered into in good faith, and the fees and other costs and expenses of such attorneys and consultants; provided, however, if Grantor enters into a settlement without Grantee's consent, Grantee shall not be liable to indemnify Grantor unless Grantor establishes by final judgment of a court of competent jurisdiction that Grantee caused the damage on account of which settlement payment was made and that the amount of the settlement was fair and reasonable. Notwithstanding any other provisions in this Agreement, the indemnity and reimbursement obligations of Grantee set forth in this Section 5.7.2 shall not apply to (i) any matter directly or indirectly arising out of or attributable to any actual or alleged violation of Environmental Law or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Locations or any transportation, migration, or other. movement of any Hazardous Substance to or from the Specific Easement Locations which either (a) was in existence as of the date of this Agreement, (b) is caused by either Grantor or the grantees, licensees, employees or agents of Grantor (exclusive of Grantee, its grantees, licensees, employees and agents), and/or (c) is caused by a third party and is unrelated to Grantee's operations on the Specific Easement Locations or (ii) any matter brought by Grantor against Grantee independent of a claim against Grantor by a third party. 8 5.7.3 Notice of Actions. 5.7.3.1 Grantee shall give immediate written notice to Grantor of: (i) any proceeding, inquiry, notice, or other communication by or from any governmental authority, including, without limitation, the California State Department of Health Services and the Environmental Protection Agency, regarding the presence or existence of any Hazardous Substance on, under, or about the Specific Easement Locations or any migration thereof from or to the Specific Easement Locations or any actual or alleged Violation of Environmental Law; (ii) all claims made or threatened against Grantee or the Specific Easement Locations relating to any loss or injury resulting from or pertaining to any Hazardous Substance or Violation of Environmental Law; (iii) Grantee's discovery of any occurrence or condition on any real property that cause the Specific Easement Locations or any part thereof to be subject to any restrictions on ownership, occupancy, transferability, or use, or subject the Grantor or any person having any interest in the Specific Easement Locations to any liability, penalty, or disability under any Environmental Law including, without limitation, any that cause the Specific Easement Locations or any part thereof to be classified as "border -zone property" under the provisions of California Health and Safety Code Sections 25220 et seq. or any regulation thereunder or in connection therewith; and (iv) Grantee's receipt of any notice or discovery of any information regarding any actual, alleged or potential use, manufacture, production, storage, spillage, seepage, release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Locations or any Violation of Environmental Law pertaining to Grantee or the Specific Easement Locations. 5.7.3.2Immediately upon receipt of the same, Grantee shall deliver to Grantor copies of any and all orders, notices, permits, applications, reports, and other communications, documents, and instruments pertaining to the actual or alleged presence of any Hazardous Substance on, under or about the Specific Easement Locations or Violation of Environmental Law pertaining to Grantee or the Specific Easement Locations. 5.7.3.3 Grantor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Specific Easement Locations involving any Hazardous Substance or any Environmental Law; and Grantee shall reimburse Grantor upon demand for all of Grantor's costs and expenses in connection therewith, including attorneys' fees, if it is determined that Grantee's violation of any Environmental Law caused the damage or contamination complained of in such legal proceedings or actions. 5.8 Removal of Wind Project Improvements. Grantor shall have no ownership or other interest in any Wind Project Improvements installed by Grantee on the Specific Easement Locations, and Grantee shall have the express right, at any time and in its sole discretion, to remove any Wind Project Improvements (excluding roads) from the Specific Easement` Locations. 9 LA\2145419.13 5.9 Water Lines and Existing Improvements. Grantee shall not harm existing waterlines or other improvements on the Easement Property. Grantee will coordinate with Grantor to determine the locations of the existing waterlines and improvements. Grantee shall immediately repair any waterline or improvement it damages.. 5.10 Breach by Grantee. Upon a breach by Grantee of its duties under this Agreement, Grantor shall have all remedies against Grantee that it may have under this Agreement, at law or in equity (including the right to seek an injunction to compel Grantee to specifically perform its obligations under this Agreement), provided, however, that Grantor specifically waives any right it may have to terminate this Agreement or the Easements granted hereunder. No delay or omission of Grantor to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any breach by Grantee. Section 6. GRANTOR'S DUTIES AND REPRESENTATIONS. 6.1 Grantor's Authority. Grantor is the sole fee interest owner of the Easement Property including the Specific Easement Locations and has the unrestricted right and authority to sign this Agreement and to grant Grantee the Easements and other rights granted in this Agreement. The persons signing this Agreement are all of the persons necessary to grant Grantee the Easements and other rights granted in this Agreement. When signed by both Parties, this Agreement constitutes a valid and binding agreement enforceable against Grantor in accordance with its terms. 6.2 Requirements of Governmental Agencies, No Opposition. Grantor shall assist and fully cooperate with Grantee, at no out-of-pocket expense to Grantor, in complying with or obtaining any zoning and land use permits and approvals, building permits; environmental impact reviews or any other approvals required for the financing, construction, installation, replacement, relocation, maintenance, operation or removal of the Wind Project Improvements, including execution of applications for such approvals. Grantor shall not oppose, directly or indirectly (including without limitation assisting any third party directly or indirectly in opposing) the Wind Project, the environmental clearance for such project or related or similar projects of Grantee on the Appurtenant Property (including under CEQA and NEPA, or any CEC equivalent process) or any associated activities or facilities (including without limitation transmission or gathering systems, interconnection equipment and related system upgrades or similar matters). Section 7. FINANCING BY GRANTEE. 7.1 Right to Mortgage. Grantee may, upon notice to Grantor, without Grantor's consent or approval, mortgage, grant deeds of trust, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement, the Easements, the Specific Easement Locations and the Wind Project Improvements (collectively, its "Wind Project Assets") in connection with any financing secured by the Appurtenant Property. These various security interests in all or a part of the Wind Project Assets are collectively referred to as "Mortgages" and the holders of the Mortgages, their designees and assigns are referred to as. ."Mortgagees". Mortgagees shall use the Wind Project Assets only for the uses permitted under this Agreement. Mortgagees shall have all rights and remedies allowed them under then existing 10 LA\2145419.13 laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Mortgagee have any greater rights of ownership or use of Easement Property than, the rights granted to Grantee in this Agreement. The term "Grantee" includes any person or entity which holds the entire grantee's interest under this Agreement. Grantor agrees to consent in writing to financing documents as may reasonably be required by Mortgagees, including financing documents typically required in the context of non - recourse project financings containing, among others, provisions for material notices, extended cure periods and replacement easement agreements. Except for a Mortgage or pursuant to Section 9.19 hereof, Grantee shall not assign or otherwise encumber the Wind Project Assets without Grantor's prior consent, which consent may be withheld in Grantor's sole discretion. 7.2 Mortgagee Obligations. Any Mortgagee whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior to the time the Mortgagee directly holds an interest in this Agreement, or succeeds to absolute title to Grantee's interest. A Mortgagee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title. 7.3 Certificates, etc. Grantor shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) and consents to assignment as Grantee or any Mortgagee or Permitted Assignee (as defined below) may reasonably request from time to time. Grantor and Grantee shall cooperate in amending this Agreement from time to time to include any provision that may be reasonably requested by Grantee or any Mortgagee or Grantor to implement the provisions contained in this Agreement or to preserve a Mortgagee's security interest or the interest of the Grantor, provided such amendments shall not impair any then existing security interests. Section 8. NOTICES. 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 or electronic transmission, and addressed to the following addresses: If to Grantee: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Mark Whitworth, City Administrator Telephone: (323) 583-8811 Facsimile: (323) 587-7596 E-mail: mwhitworth@ci.vernon.ca.us 11 LA\2145419. l3 with a copy to: Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attn: David B. Rogers Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: david.rogers@lw.com If to Grantor: c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 with a copy to: CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin Facsimile No: (323) 860-4901 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq. Facsimile No: (213) 430-6407 Section 9. MISCELLANEOUS. 9.1 No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Easement Property to. or for the general public or for any public use or purpose whatsoever, it being the intention of the Parties that the Easements, the License and rights granted in this 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 and their respective successors and assigns. 9.2 Unavoidable Delays; Force Majeure. If either Party is delayed, hindered in or prevented from performing any act required under this Agreement by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, natural disasters, war, civil strife or other violence, the affected Party, upon giving 12 LA\2145419.13 notice to the other . Party, shall be excused from performing the act (except payment of consideration) for the period of the delay. The affected Party shall use its reasonable efforts to avoid or remove the causes of nonperformance and shall continue performance whenever the causes for nonperformance are removed. 9.3 Run With the Land. The Easements and any restrictions in this Agreement are binding upon and shall inure to the benefit of the Parties' Mortgagees and their respective successors and assigns (including Permitted Assignees (as defined below)), heirs, personal representatives, tenants invitees and licensees or persons claiming through them. All of the provisions of this 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. 9.4 Entire Agreement/Amendments. This Agreement constitutes the entire agreement between Grantor and Grantee respecting its subject matter and replaces and supersedes any prior agreements. Any agreement, understanding or representation respecting the subject matter of this Agreement not expressly set forth in this Agreement or a later writing signed by both Parties, is null and void. This Agreement and the Easements shall not be modified or amended except in a writing signed by the Parties or their successors in interest. The Parties agree to cooperate in the approval and substitution of exhibits and in executing any additional agreements or amendments reasonably needed by the Parties for their business purposes so long as they do not adversely affect the rights of either Party or violate the terms and spirit of this Agreement. 9.5 Dispute Resolution. Any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to this Agreement, or to either Party's performance or failure of performance under this Agreement, shall be governed by Section 30 of the PSA, which is incorporated herein by this reference. 9.6 Waiver of JuryTrial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 9.7 Partial Invalidity. Should any provision of this Agreement be held, in a final and unappealable decision by a court of competent jurisdiction, to be either invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, unimpaired by the holding. Notwithstanding any other provision of this Agreement, the Parties agree that in no event shall the Term be for longer periods than the longest periods permitted by applicable law. 9.8 Tax Credits. If under applicable law Grantee becomes ineligible for any tax credit, benefit or incentive for alternative energy expenditure established by any local, state or federal government, then, at Grantee's option, Grantor and Grantee shall amend this Agreement or replace it with a different instrument so as to convert Grantee's interest in the Specific Easement Locations to a substantially similar interest that makes Grantee eligible for such tax credit, benefit or incentive. Grantee agrees to pay the Grantor's attorney fees to review such 13 9.9 Approvals. No approval required by this Agreement shall be unreasonably delayed, conditioned or withheld, except in instances where this Agreement specifically permits a Party to act in its sole discretion. Requests for approvals shall be delivered to the other Party according to the notice procedures in Section 8 of this Agreement. Unless a longer or shorter time is specified, all approvals required of either Party shall be given or refused in writing delivered to the other Party according to the notice procedures in Section 8 of this Agreement within ten (10) business days after receipt of the request for approval. Failure by either Party to respond to a request for action or approval within fifteen (15) business days by either approving or denying the request shall be deemed an approval. 9.10 Authorization of Other Users. Grantee in its discretion may authorize its employees, agents, contractors or tenants to use the Specific Easement Locations for ` the purposes stated in this Agreement. 9.11 Lateral Support. Grantee shall have and exercise the right of subjacent and lateral support for Wind Project Improvements on the Specific Easement Locations to whatever extent is necessary for the safe construction, operation and maintenance of Wind Project Improvements. Grantor expressly covenants that Grantor shall not excavate so near the sides of or underneath the Wind Project Improvements as to undermine or otherwise adversely affect their stability. 9.12 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 9.13 Article Headinas. Article headings in this Agreement are for convenience only and, are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. 9.14 Relationship of Parties. The relationship between Grantor and Grantee is that of grantor and grantee of the Easements only, and neither Grantor nor Grantee is, nor shall it hold itself out to be, the agent, employee, joint venturer or partner of the other. 9.15 Third Party Beneficiaries. This Agreement is between and for the exclusive benefit of the Parties, and shall not benefit any third parties. 9.16 Mortgagee Protection. No breach or violation of this 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 by Grantor in good faith and for value with respect to any portion of the Specific Easement Locations, but all of the provisions of this 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 Specific Easement Locations, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. 9.17 Estoppel. Grantee shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) as Grantor may reasonably request from time to time. 14 LA\2145419.13 9.18 Limitation of Liability. No shareholder, member, director, officer, agent or employee of any Party shall have personal liability for the obligations to be performed by the parties hereunder. 9.19 Assi nment. The rights, powers, and obligations hereunder conferred upon each Party shall not at any time be transferred or assigned, except to one or more persons or entities ("Permitted Assigner") (a) that own a fee interest in all or any portion of the Appurtenant Property, (b) through a transfer of such Party's fee interest in all or any portion of the Appurtenant Property or Easement Property, as applicable, or (c) that are a lender in connection with a financing or refinancing on the Appurtenant Property or Easement Property, as applicable. Without limiting the generality of the foregoing sentence, Grantee shall have the right, upon notice to Grantor, without Grantor's consent, to sell, convey, or assign all or any portion of its Wind Project Assets to Permitted Assignees or to grant sub -easements, co -easements, separate easements, sub -licenses or similar rights, however denominated, to Permitted Assignees. Permitted Assignees shall use the Wind Project Assets only for the uses permitted under this Agreement. Permitted Assignees shall have all rights, obligations and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Permitted Assignee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. Each Party shall have liability only for the obligations to be performed by such Party for the time that such Party owns the property burdened or benefited hereby. In the event of any transfer by either Party of its interest in the burdened or benefited property, such Party shall be relieved from all future liability accruing from and after the date of the transfer or conveyance, and such obligations shall be binding upon the successor in interest to such Party. 9.20 Enforcement. The Parties and their respective successors and assigns shall have the right to enforce, by proceedings at law or in equity, the covenants, restrictions and easements imposed by this Agreement. The right to enforce this Agreement shall include, without limitation, the right to maintain a proceeding at law or in against any person or persons who have violated or who are attempting to violate any of the covenants or restrictions of this Agreement, to enjoin or prevent ahem from doing so, to cause the violations to be remedied, and/or to recover damages for any violations. 9.21 Originalgreement. On or after the date that Grantee's right to designate additional easement locations shall terminate pursuant to Section l (e)(v) of the PSA, Grantee shall execute any documents reasonably requested by Grantor to release from the Original Agreement areas of the Easement Property that are not part of the Specific Easement Locations. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Parties have each executed this Agreement as of.the date first written above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., its Operating Manager By willer resident ACKNOWLEDGEMENT State of California ) County of '4-7/5 ) On / 20 //, fore me �, /� 'i a Notary Public, personally appeared cGU����?/-._ who proved to me on the basis of satisfactory evidence to be the person(s-) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that he/sh executed the same in his/hefAkerr authorized capacity(•ie4), and that by his/hertheir signature(s) 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 and and official seal. Signatu c- = (Seal) DIANA VILLALBA Commission # 1856885 Z a "•� Notary Public - California z Z :Los Angeles County My Comm. Expires Jul 6, 2013 GRANTEE: CITY OF VERNON, a California chartered city By:/'Xl"' Ma Whitworth Cit Administrator ATTEST: B ' 'hard Yama uc i City Clerk APPROVED AS TO FORM: B _ Willard Yamagu i City Attorney ACKNOWLEDGEMENT State of California ) County of /—O j' �4e,6P ) On 61a 20H, before me, Aq G�'!%�� l�U�'�,�I , a Notary Public, p sonally appeared _ /ar//fhl�J�/�, 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 seat Signature- ' _ (Seal) —Ah1A KARINA RUEOA Commission # 1900284 • Notary Public - California D Los Angeles County My Comm. Expires Aug19, 2014 EXHIBIT A Easement Property EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) 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. i 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. 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. Exhibit A - 1 LA\2145419.13 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: 153-17,0-04) 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. 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. 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. Exhibit A - 3 LA\2145419.13 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. Parcel23: (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. 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) Exhibit A 4 LA\2145419.13 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. Except 1/16th 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) . Exhibit A - 5 LA\2145419.13 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. 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. Exhibit A - 6 LA\2145419.13 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'/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 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 %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 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. 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. Exhibit A - 7 LA\2145419.13 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 A - 8 LA\2145419.13 EXHIBIT B Appurtenant 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: 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. . 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. Exhibit B - 1 LA\2145419.13 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 mineraldeposits 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. 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. Exhibit B - 2 LA\2145419.13 862) 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, 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. Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, 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. Exhibit B - 3 LA\2145419.13 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) Section17, 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. 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. Exhibit B - 4 LA\2145419.13 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. Parcel38: (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. Exhibit B - 5 LA\2145419.13 1 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. 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 Exhibit B - 6 LA\2145419.13 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) Section29, Township 30 South, Range 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: 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 B - 7 LA\2145419.13 EXHIBIT C Specific Easement Locations [Attached] LA\2145419.13 North Sky River Energy Windfarm EXHIBIT C Access Strips Page 1 of 3 pages APN:153-180-04 RENU RESOURCES, LLC Description Situated in a portion of Section 29, Township 29 South, Range 36 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. Three strips of land, 80.00 feet in width, running from Jawbone Canyon Road, a Kern County Road, said strips being 40 feet perpendicularly distant each side of the following described centerline, to wit: Skip 1 COMMENCING AT a 2" Iron Post monument with a 2 1 /2" brass cap marked "US General Land Office Survey, 1920, T29S R35E, 529, S28, 532, S33" at the Section Corner common to Sections 29, 28, 32, and 33, Township 29 South, Range 36 East, Mount Diablo Meridian; Thence along the lime common to said Sections 29 and 32, North 89°57'58" West a distance of 1396.40 feet to the Point of Beginning, said point being on the south line of the Grantor's land; Thence leaving said Section line and south line, North 32°14'26" West a distance of 413.75 feet; Thence 162.54 feet along the arc of a tangent curve right with a radius of 1000.00 feet, through a central angle of 09° 18'47", subtended by a chord bearing North 27035103" West a chord distance of 162.36 feet; Thence North 22°55'40" West a distance of 392.35 feet; Thence 158.79 feet along the arc of a tangent curve right with a radius of 500.00 feet, through a central angle of 18*1146", subtended by a chord bearing North 13149'46" West a chord distance of 158.13 feet; Thence North 04°43'53" West a distance of 237.51 feet; Thence 54.28 feet along the arc of a tangent curve left with a radius of 170.00 feet, through a central angle of 18°17'38", subtended by a chord bearing North 13°52'42" West a chord distance of 54.05 feet to the point of termination on the north line of the Grantor's land, said point bears North 30°4832" East a distance of 1510.30 feet from the quarter section corner common to said Sections 29 and 32. End of Strip 1 description North Sky River Energy Windfarm EXHIBIT C Access Strips Page 2 of 3 pages Striv 2 COMMENCING AT a 2" Iron Post monument with a 21 brass cap Secion Cornett common to S General Land Office Survey, 1920, T29S R35E, S29, S28, S32, 533 Sections 29, 28, 32, and 33, Township 29 South, Range 36 East, Mount Diablo Meridian; The along the line common to said Sections 29 and 32, North 89297'58" and ; West a distance of 2689.01 feet to the quarter section corner common to ec Thence leaving said common line and grantor's south line, North 30°48'32" East a distance of 1510.30 feet more or less to the Grantor's north line; Thence along said north line North 89°21'06" West a distance of 306.30 feet to the Point of Beginning, Thence from said POINT OF BEGINNING, South 38°14'49" West a distance of 729.04 feet; Thence 106.70 feet along the arc of a tangent curved bearing South 20rus ° 1 of 17We0stf a chord d d through central angle of 35o57 45 , subtended by a of feet; fc of a 104.96 feet along the arreverse tangent curve to the right with a radius of 500.00 Thence 6 feet; feet, through a central angle of 25°05' 15", subtended by a chord bearing South 14°49'42" West 217.19 feet; Thence through a feet al angle f 48 38'52'arc of a e subtended by a chord bearse tangent curve to the n g South 03°02' 4" West with a radius of 500.00 feet, through a central angle o 411.90 feet; et along the arc of a reverse tangent curve to the right with a radius Thence approximately 8:98 fe of 150.00 feet, through a central angle of 03°25'43", subtended by a chord bearing South 1903T41" East 8.97 feet to the point of termination being on the Grantor's south line and the line common to said Sections 29 and 32, said point of terminus bears North 89'59' 11" West a - distance of 106.29 feet from quarter section corner common to said Sections 29 and 32. End of Strip 2 description North Sky River Energy Windfarm EXHIBIT C Access Strips Page 3 of 3 pages. Stria 3 COMMENCING at the Section Corner common to said Sections 30, 29, 31, and 32, Township 29 South, Range 36,East, Mount Diablo Meridian; Thence along the line common to Sections 29 and 32 and the south line of the Grantor's land, South 99159' 11" East a distance of 337.05 feet to the Point of Beginning; Thence from said POINT OF BEGINNING, North 43°28'49" West a distance of approximately 514. l3 feet to the line common to Sections 29 and 30 and the west line of the Grantor's land; Thence along said common and grantor's west line, South 02134'02"East a distance of 373.35 feet to the Section Comer common to said Sections 30, 29, 31, and 32, Township 29 South, Range 36 East, Mount Diablo Meridian. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distances by 1.0002433 to obtain ground distances. The sidelines of said strips shall be lengthened or shortened so as to intersect the north, south and west lines of said Grantor's land. The above -described strips contains 6.28 acres, more or less, total. End of Descriptions Date: David J Stringer, PS 5590 AS DEPICTED ON EXHIBIT C-1 LINE TABLE LINE NO. BEARING DISTANCE L7 N32'14'26"W 413.75 L2 N22'55'40"W 392.35 L3 N04'43'53"W 237.51 L4 S38'14'49"W 729.04 - CURVE TABLE L5 N43'28'49"W 514-13 CURVE NO. LENGTH RADIUS DELTA Cl- 162.54 1000.00 09'18'47" C2 158.79 500.00 18'11'46" C3 54.28 170.00 18*17'38" C4 106.70 170.00 35'57'45" C5 218.93 500.00 25*05'15" C6 424.53 500.00 48'38'52" C7 8.98 150.00 03'25'43" SECTION 29 N89"21'06"w T29S, R36E, MDM 306.30 (TIE) RENU RESOURCES, LLC ERMINUS APN 153-180-04 P.O.B. Cv N ASV ERMINUS NO2°34'02"W 373.35 (TIE) P.O.B. ERMINUS `� ,— N89° 57' S8"W �' "v �N89° 57' 58"W"W —•' 2689.01 (TIE) �� ���V0' �V 1292.65 (TIE) 1396.40 (TIE) ��O �� P.O.B. (v0 N89° 59' 11"W cad N89` 59' 11"W y� ��' 337.05 (TIE) off. � 106.29 (TIE) JAWBONE CANYON ROAD DATE: DRAWN BY: CHK BY: SCALE: — — — EXHIBIT C-1 6/30/10 GNA JRC 1"=1000' DRAWING: NRSE—apn_15318004_NE_Access_Road.dwg - RENU RESOURCES, LLC Cp I+ I^ E A � SECTION 29 T29S, R36E, R v V MOUNT DIABLO MERIDIAN PAGE 1 OF 1 North Sky River Energy Windfarm Access Strip EXHIBIT C Page 1 of 2 pages APN:181-080-30 RENU RESOURCES LLC Description Situated in a portion of Section 21, Township 30 South, Range 37 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. A strip 80.00 feet in width, the centerline of which is coincident with the centerline of Jawbone Canyon Road (a Kern County Road), running from the easterly line of said Section 21 to the westerly line of said Section 21, said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit: COMMENCING AT a 2 1/2" Iron Post monument in concrete with a 2" washer marked "Kern County Surveyor, Jan 1991; T30S R37E, 21, 22, 28, 27" at the Section Corner common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian; Thence North 00105'32" West 170.07 feet along the Section line common to Sections 21 and 22, said Township and Range, to the Point of Beginning, said point being on the east line of the Grantor's land and the centerline of said Jawbone Canyon Road; Thence from said POINT OF BEGINNING, North 55'02' 18" West a distance of 167.47 feet; Thence North 56°49'21" West a distance of 1455.67 feet; Thence 820.09 feet along the are of a tangent curve right with a radius of 1100.00 feet, through a central angle of 42°42'58", subtended by a chord bearing North 35°27'53" West a chord distance of 801.23 feet; Thence North 14°06'24" West a distance of 521.56 feet; Thence 191.97 feet along the arc of a tangent curve left with a radius of 150.00 feet, through a central angle of 73°19'35", subtended by a chord bearing North 50'46'11" West a chord distance of 179.13 feet; Thence 702.91 feet along the arc of a reverse tangent curve right with a radius of 7770.24 feet, through a central angle of 05°10'59", subtendcd by a chord bearing North 84°50'29". West 702.67 feet to a point; Thence 332.30 feet along the are of a compound tangent curve right with a radius of 325.00 feet, through a central angle of 589458", subtended by a chord bearing North 52°57'30" West a chord distance of 318.01 feet; Thence North 23°40'01" West distance of 138.12 feet; Thence 390.38 feet along the arc of a tangent curve left with a radius of 450.00 feet, through a central angle of 49�42'18", subtended by a chord bearing North 48*31'10" West a chord distance of 378.26 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 2 of 2 pages Thence North 730221191, West a distance of 298.33 feet; Thence 53.64 feet along the arc of a tangent curve right with a radius of 600.00 feet, through a central angle of 05°07'21" , subtended by a chord bearing North 70'48'38" West a chord distance of 53.63 feet; Thence 724.14 feet along the arc of a reverse tangent curve left with a radius of 6000.00 feet, through a central angle of 06°54'54", subtended by a chord bearing North 71 °42'25" West 723.70 feet to a point; Thence North 75°09'52" West a distance of approximately 920.64 feet to the Section Line common to Sections 20 and 21, said Township and Range, and there terminating on the west line of the Grantor's land, said terminus bears North 56°17'01" West 6363.00 feet from said 2 1/2" Iron Post monument in concrete with a 2" washer at the Section Corner common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian. EXCEPTING THEREFROM those portions lying within the City of Los Angeles pipe]ine property, being APN 18108029 and transmission line property, APN 18108033. The sidelines of said strip shall be lengthened or shortened so as to intersect the east and west lines of said Grantor's land. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distances by 1.0001545 to obtain ground distances. The above described strip contains 11.2 acres, more or less, net. End of Description Date: JJ c -1 David J Stringer, LS 5590 AS DEPICTED ON EXHIBIT C-1 LINE TABLE CURVE TABLE LINE # BEARING DISTANCE CURVE # LENGTH RADIUS DELTA L1 N55' 02' 18"W 167.47 Cl 820.09 1100.00 42-42-58" L2 N14' 06' 24"W 521.56 C2 191.97 150.00 73'19.35- L3 N23' 40' 01"W 138.12 C3 702.91 7770.24 05-10-59" L4 N73' 22' 19"W 298.33 C4 C5 332.30 325.00 58'34'58" 390.38 450.00 49'42'18" LS N75' 09' 52"W 920.64 C6 53.64 600.00 05'07'21" C7 724.14 600 .00 06'54'54" R US � SECTION 21 T30S, R37E, MDM CSC4 wB HF W Q4,9 YON RpqD S LA a 4 qoH OF C3 C2 �ry %\ 8O \6 N 9AN'e�(O s 'd C s`�E ��' s `` s 306 �O 9N �o-auZFgs ( Fj C�✓4 0NP RENU RESOURCES, LLC Nss�49Y0�R APN 181-080---30 ss� 1400' 05' 32"W, 170.a7(TIE) N.E. COR. - SEC. 26 DATE: IDRAYM BY: CHK BY: SCALE: 6/28/10 1 GNA DJS 1"=sod EXHIBIT C-.1 VKAWNG* NRSE-apn_18108030.dwg RENU RESOURCES. LLC SECTION 21, T30S, R37E, MOUNT DIABLO MERIDIAN I + I r n I `J ' V -- North Sky River Energy Windfarm Access Strip EXHIBIT C Page 1 of 3 pages APN:181-080-11 RENU RESOURCES LLC Description Situated in a portion of Section 19, Township 30 South, Range 37 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. A strip, 80.00 feet in width, the centerline of which is coincident with the centerline of Jawbone Canyon Road (a Kern County Road), said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit: COMMENCING AT a 2 1/2" Iron Post monument in concrete with a 2" washer marked "Kern County Surveyor, Jan 1991, T30S R37E, 21, 22, 28, 27" at the Section Corner common to Sections 21, 22, 28, and 29, Township 30 South, Range 37 East, Mount Diablo Meridian; Thence North 64055'59" West a distance of approximately 10747.39 feet to the Point of Beginning, said point being on the east line of the Grantor's land and the line common to Sections 19 and 20, township 30 South, Range 37 East; Thence from said POINT OF BEGINNING, North 72°09'44" West a distance of 333.70 feet; Thence 56.88 feet along the arc of a tangent curve left with a radius of 500.00 feet, through a central angle of 06031'04", subtended by a chord bearing North 75'25'16" West a chord distance of 56.85 feet; Thence 231.02 feet along the arc of a reverse tangent curve right with a radius of 400.00 feet, through a central angle of 33°05'26", subtended by a chord bearing North 62°08'05" West 227.82 feet; Thence 230.06 feet along the arc of a reverse tangent curve left with a radius of 200.00 feet, through a central angle of 65°54'28", subtended by a chord bearing North 78°32'36" West 217.59 feet; Thence South 68°30' 10" West a distance of 354.33 feet; Thence 853.70 feet along the arc of a tangent curve right with a radius of 675.00 feet, through a central angle of 72°27'51 subtended by a chord bearing North 75° 15'54" West a chord distance of 797.93 feet; Thence North 39001'59" West a distance of 253.82 feet; Thence 403.76 feet along the arc of a tangent curve left with a radius of 400.00 feet, through a central angle of 57°50'01", subtended by a chord bearing North 67°56'59" West a chord distance of 386.83 feet; Thence 344.55 feet along the arc of a reverse tangent curve right with a radius of 1130.00 feet, through a central angle of 17°28'13", subtended by a chord bearing North 88°07'54" West 343.22 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 2 of 3 pages Thence 241.79 feet along the arc of a reverse tangent curve left with a radius of 300.00 feet. through a central angle of 46010'46", subtended by a chord bearing South 77'30'50" West 235.30 feet; Thence 265.24 feet along the are of a reverse tangent curve right with a radius of 300.00 feet, through a central angle of 50°39'26", subtended by a chord bearing South 79°45'10" West 256.69 feet; Thence North 74°55'07" West a distance of 298.87 feet; Thence 31.61 feet along the arc of a tangent curve right with a radius of 200.00 feet, through a central angle of 09103'20", subtended by a chord bearing North 70023'27" West a chord distance of 31.58 feet; Thence 201.35 feet along the arc of a reverse tangent curve left with a radius of 2018.26 feet, through a central angle of 05°42'58", subtended by a chord bearing North 68'43'16" West 201.26 feet; Thence 350.85 feet along the arc of a compound tangent curve left with a radius of 600.00 feet, through a central angle of 33"30'14", subtended by a chord bearing North 88°19'52" West a chord distance of 345.87 feet; Thence South 74°55'01" West a distance of 474.36 feet; Thence 223.56 feet along the are of a tangent curve right with a radius of 500.00 feet, through a central angle of 25°37'04", subtended by a chord bearing South 87°43'33" West a chord distance of 221.70 feet; Thence North 79°27'55" West a distance of 170.35 feet; Thence 489.80 feet along the arc of a tangent curve left with a radius of 1400.00 feet, through a central angle of 20°02'43", subtended by a chord bearing South 89°29'17" West a chord distance of approximately 4 87.3 1 feet and there terminating on the west line of the Grantor's land, said terminus bears North 78°35'27" East 19263.34 feet from a 1 1/2" Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937,'/4 S21/S28 T30S R36E" at the quarter Section corner common to Sections 21 and 28, Township30 South, Range 36 East, Mount Diablo Meridian. . EXCEPTING THEREFROM those portions lying within the City of Los Angeles property, being APN 18108034. The sidelines of said strip shall be lengthened or shortened so as to intersect the east and west lines of said Grantor's land. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid_ . Multiply distances by 1.0001545 to obtain' ground distances. The above -described strip contains 8.18 acres, more or less. North Sky River Energy Windfarm Access Strip EXHIBIT C Page 3 of 3 pages End of Description Date: 2, ZQ f! bad David J Stringer, PL 5590 AS DEPICTED ON EXHIBIT C-1 CITY OF LOS ANGELES APN 181-080-34 TERMINUS I I . NORTH 1 /4 COR. SEC. 21,28 T30S. R36E LINE TABLE LINE BEARING DISTANCE L7 N78' 35' 27"E 19263.34 L2 N72' 09' 44"W 333.70 L3 S68' 30' 10"W 354.33 L4 N39' 01' 59"W 253.82 L5 N74' 55' 07"W 298.87 L6 S74' 55' 01"W 474.36 L7 N79' 27' 55"W 170.35 UAWq Cs CgNYOIV c a _C . ROAD C4 C3 SECTION 19 T30S, R37E, MDM P.O.B. N64' 55' 59"W 10747.39(TIE) RENU RESOURCES LLC N.E. COR. APN 181-080-11 T 0S,R37E CURVE TABLE CURVE # LENGTH RADIUS DELTA Cl 56.88 500.00 06'31'04" C2 231.02 400.00 33'05'26" C3 230.06 200.00 65'54'28" C4 853.70 675.00 72'27'51" C5 403.76 400.00 , 57'50'01 C6 344.551130.00 17'28'13" C7 241.79 300.00 46'10'46" C8 265.24 300.00 50'39'26" C9 31.61 200.00 09'03'20" CIO 201.35 2018.26 05'42'58" C11 350.85 600.00 3Y30'14" C12 223.56 500.00 25'37'04" C13 489.80 1400.00 20'02'43" DRAWN BY: CHK BY: SCALE: EXHIBIT L+- I 0 GNA DJS 1".800' I NRSE-apn_18108011.dwg CSECTION 19, T30S, R37E, AI THROUGH RENU RESOURCES PROPERTY CJRI+IGEN MOUNT DIABLO MERIDIAN North Sky River Energy Windfarm Access Strip EXHIBIT C Page 1 of 4 pages APN: 44407009 RENU RESOURCES LLC Description Situated in a portion of Section 11, Township 30 South, Range 36 East, Mount Diablo Meridian, in an unincorporated area of the County of Kern, State of California. A strip, 80.00 feet in width, said strip being 40 feet perpendicularly distant each side of the following described centerline, to wit: COMMENCING at a 2" Iron Post monument with a 2-1/2" brass cap marked "US General Land Office Survey, 1937, S11, 12, 13, 14, T30S, R36E" at the corner common to Sections 11, 12, 13 and 14, Township 30 South, Range 36 East, Mount Diablo Meridian. Thence North 82*31'00" West a distance of 1402.63 feet along the north line of the Grantor's land and the line common to Sections 11 and 14, Township 30 South, Range 36 East, Mount Diablo Meridian, being the Point of Beginning; Thence from said POINT OF BEGINNING North 500 52' 49" West a distance of 431.22 feet; Thence 883.05 feet along the are of a tangent curve to the right having a radius of 1600.00 feet, through a central angle of 31 ° 37' 19", subtended by a chord bearing North 35° 04' 09" West a distance of 871.89 feet; Thence North 19° 15' 30" West a distance of 271.41 feet; Thence 155.64 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 17° 50' 07", subtended by a chord bearing North 28' 104 33" West a distance of 155.01 feet; Thence North 37' 05' 37" West a distance of.90.87 feet; Thence 201.35 feet along the arc of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 23' 04' 22", subtended by a chord bearing North 25° 33' 25" West a distance of 199.99 feet; Thence North 14° O1' 14" West a distance of 398.94 feet; Thence 129.26 feet along the are of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 140 48' 42", subtended by a chord bearing North 21° 25' 36" West a distance of 128.90 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 2 of 4 pages Thence North 280 49' 57" West a distance of 481.41 feet; Thence 214.73 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 24° 36' 21 ", subtended by a chord bearing North 41 ° 08' 07" West a distance of 213.08 feet; Thence North 53' 26' 18" West a distance of 131.31 feet; Thence 65.46 feet along the are of a tangent curve to the right having a radius of 100.00 feet, through a central angle of 37° 30' 24", subtended by a chord bearing North 3V 41' 06" West a distance of 64.30 feet; Thence North 15° 55' 54" West a distance of 91.40 feet; Thence 73.64 feet along the arc of a curve to the left having a radius of 100.00 feet, through a central angle of 42 11' 23", subtended by a chord bearing North 37° 01' 35" West a distance of 71.98 feet; Thence North 58° 07' 17" West a distance of 312.09 feet; Thence 64.97 feet along the are of a curve to the right having a'radius of 200.00 feet, through a central angle of 18' 36' 46", subtended by a chord bearing North 48° 48' 54" West a distance of 64.69 feet to a point of reverse curvature; Thence 204.39 feet along the are of a curve to the left having a radius of 150.00 feet, through a. central angle of 78° 04' 15", subtended by a chord bearing North 78° 32' 38" West a distance of 188.94 feet; Thence South 620 25' 14" West a distance of 38.83 feet; Thence 92.16 feet along the arc of a tangent curve to the right having a radius of 300.00 feet, through a central angle of 17' 36' 08", subtended by a chord bearing South 71' 13' 18" West a distance of 91.80 feet; Thence South 80° O1' 22" West a distance of 131.59 feet; Thence 53.67 feet along the are of a tangent curve turning to the left having a radius of 500.00 feet, through a central angle of 06° 09' 01 ", subtended by a chord bearing South 76° 56' 51" West a distance of 53.65 feet; Thence South 73' 52' 21" West a distance of 47.98 feet; North Sky River Energy Windfarm Access Strip EXHIBIT C Page 3 of 4 pages Thence 117.61 feet along the are of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 130 28' 38", subtended by a chord bearing South 800'36' 40" West a distance of 117.34 feet; Thence South 87° 20' 50" West a distance of 60.93 feet; Thence 98.87 feet along the arc of a tangent curve to the left having a radius of 500.00 feet, through a central angle of 11 ° 19' 45", subtended by a chord bearing South 81 ° 41' 06" West a .distance of98.71 feet; Thence South 76° 01' 13" West a distance of 92.91 feet; Thence 92.38 feet along the arc of a tangent curve to the right having a radius of 500.00 feet, through a central angle of 10' 35' 10", subtended by a chord bearing South 81 ° 18' 48" West a distance of 92.25 feet; Thence South 86° 36' 23 West a distance of 85.77 feet; Thence 120.88 feet along the are of a tangent curve to the left having a radius of 200.00 feet, through a central angle of 34° 37' 41 ", subtended by a chord bearing South 690 17' 33" West a distance of 119.04 feet; Thence South 510 58' 42" West a distance of 159.22 feet; Thence 39.95 feet along the arc of a tangent curve to the left having a radius of 100.00 feet, through a central angle of 22°53'26", subtended by a chord bearing South 63°25'25" West a distance of 39.69 feet to the west line of the Grantor's land and the POINT OF TERNIINOUS, said terminus bears South 020431811 West 247.13 feet from a 3/4"Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937, 1/4, S 10, 11, T30S R36E" at the '/4 corner common to Sections 10 and 11, Township 30 South, Range 36 East, Mount Diablo Meridian. The sidelines of said strip shall be lengthened or shortened so as to intersect the boundary lines of said Grantor's land. The Basis of Bearings for this description.is The California Coordinate System, Zone 5, NAD 83, Epoch 2002.00 (Grid). All distances are also grid. Multiply distances by 1.0001545 to obtain ground distances. The above -described strip contains 9.98 acres, more or less. North Sky River Energy Windfarm Access Strip EXHIBIT C Page 4 of 4 pages End of Description Date: Jk4I S Z D I D l 44 David J Stringer, LS 5590 AS DEPICTED ON EXHIBIT C-1 LINE TABLE LINE # BEARING DISTANCE L8 N50'52'49"W 431.22 L9 N19'15'30"W 271.41 L10 N37'05'37"W 90.87 - Lit - N14'01'14"W 398.94 - - L12 N28-49'57"W 4.81.41 L13 N53'26'18"w - 131.31 - - - - L14 N15'55'54"W. 91.40 L15 N58'07'17"W 312.09 L16 S62'25'14"W. 38.83 , L17 S80'01'22"W 131.59 _ L18 S73'52'21"W 47.98 - 1-19 S87'20'59"W 60.93 CURVE TABLE L20 S76-01'13"W 92.91 CURVE #LENGTH RADIUS CHORD CHORD L21 S86'36'23"W 85.77 DELTA BEARING DISTANCE L22 S51'58'42"W 159.22 C7 232.00 1000.00 13'1734" S57'31'36"E 231.48 C8 883.05 1600.00 31-37'19" S35-04'09"E 871.89 W. 1/4 CORNER C9 C10 155.64 201.35 500.00 500,00 17'50'07" 23'04'22" N28'10'33"W 155.01 SECTION11 T30S, R36E C71 129:26 500,00 14'48'42`" S25'33'25"E N21'25'36"W 199.99 128.90 S02' 43' 18"'W L2 L1 L1 C16 C12 C13 214.73 65.46 500.00 100 00 24-36'21" N41'08'07"W 213.08 247.13 (TIE) L19 C77 1 C14 73.64 100.00 37'30'24" 42'11'23" S34'41'06"E N37'01'35"W 64.30 . IN ERMUS 22 �15 C15 64.97 200.00 18-36'46" S48'48'54"E 71.98 64.69 rr C2 17 14 13 C16 C17 204.39 92.16 150.00 78-04'15" N78'32'38"W 188.94 C20 18 L14 13 C18 53.67 300.00 500 00 17'36'08" 06'09'01'' 01-13'18"E S76'56'51 "W 91.80 53.65 C223 C19 C19 117.61 500.00 13-28'38" N80'36'40"E 117.34 - C7 - C20 98,87 500.00 11'19'45" .. S81'41'06"W 98.71 L12 021 92.38 500-00. 10'35'10" N81'18'48"E 92.25 C22 120,88 200.00 3437'41" S69'17'33"W 119.04 C23 39.95 100:o0 22'53'26" S63'25'25"W 39.69 C7 SECTION 11 Li T30S, R36E, MDM CI 10 RENU RESOURCES LLC APN-44407009 w1D� CS QiQ 8. P.0.8 N82' SE CORNER 31 oO..w ION 11 1402 63 TSECT 30S. N (TIE) DATE: DRAWN BY:" CHK BY: SCALE: 7/14/10 GNA DJs i+'=i000 EXHIBIT C-1 ALT-JB-44407009.dwg RENU RESOURCES LLC R I .{. I SECTION 11, T30S, R36E, V 1 Vn' MOUNT DIABLO MERIDIAN North Sky River Energy Windfarm Access Strip Exhibit A Page 1 of 2 pages APN: 44409007 CITY OF VERNON Description. Situated in a portion of Section 23, Township 30 South, Range 36 East,Mount Diablo Meridian in an unincorporated area of the County of Kern, State of California. An strip of land 80.00 feet in width, said strip being 40 feet perpendicularly distant each side of the following described centerline; to wit: COMMENCING at a 2 a 1 1/2 Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937, 1/4 S21/S28 T30S R36E at the quarter Section corner common to Sections 21 and 28, Township 30 South, Range 36 East, Mount Diablo Meridian; Thence North 71 °5T26" East a distance of 13343.86 feet to the intersection of the centerline of. Jaw Bone Canyon Road and the east line of the Grantor's land, said line being the line common to Sections 23 and 24, Township 30 South, Range 36 East, Mount Diablo Meridian; Thence leaving said east line, North 61 °00'09" West along said centerline a distance of 274.42. feet to the Point of Beginning; Thence from said POINT OF BEGINNING North 07°45'38" East a distance of 291.09 feet; Thence 132.50 feet along the arc of a tangent curve left with a radius of 500.00 feet, through a central angle of 1591'00' , subtended by a chord bearing North 00° 10'08" East a distance of 132.11 feet to the north line of the Grantor's land and the POINT OF TERMINUS, said terminus bears South 84°14'46 East 4851.90 feet from a 2" Iron Post monument with a 2 1/2" brass cap marked "US General Land Office Survey, 1937, .S14,15,22,23, T30S R36E" at the corner common to Sections 14, 15, 22 and 23, Township 30 South, Range 36 East, Mount Diablo Meridian. The sidelines of said strip shall be lengthened or shortened so as to intersect the boundary lines of said Grantor's land. The Basis of Bearings for this description is The California Coordinate System, Zone 5, NAD 83, Epoch 200.2.00 (Grid): All distances are also grid. Multiply distances by 1.0001545 to obtain ground distances. The above -:described strip contains or 0.778 acres, more or less. N84° 14' T ���' — 46"w 4851.90 (TIE) ERMINUS 1-10 p 80' WIDE L1 ,�2,v>v—/k& James W. Fitch Assessor— Recorder PATTI Kern County official Records 311612011 Recorded at the request of 10:04 AM Document Process solution RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Willard Yamaguchi, City Attorney DOC#: 0211034178 Stat Types: 1 Pages: 33 Fees 0.00 Taxes 0.00 Others 0.00 PAID$0.00 Recording Fee: Exempt pursuant to California Government Code § 27383 6~ AMENDED AND RESTATED TRANSMISSION EASEMENT AGREEMENT THIS AMENDED AND RESTATED TRANSMISSION EASEMENT AGREEMENT (this "Agreement") is made as of January 14, 2011 (the "Effective Date"), by ReNu RESOURCES, LLC, a Delaware limited liability company ("ReNu" or "Grantor") to the CITY OF VERNON, a California chartered city ("Vernon" or "Grantee"). Each of Grantor and Grantee are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Unless otherwise indicated, capitalized terms have the meanings given them in this Agreement. RECITALS A. ReNu owns that certain real property located in the unincorporated areas of Kern County, as more particularly described on Exhibit A attached hereto (the "Basement Property"). B. ReNu sold and conveyed to Vernon certain real property located in the unincorporated areas of Kern county, as more particularly described on Exhibit.B attached hereto (the "Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions (the "Original PSA") by and between ReNu and Vernon and dated as of October 8, 2008, a memorandum of which was recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165198. The Original PSA was amended by that certain letter amendment dated October 12, 2009 from Vernon to ReNu (the "First Amendment"), and further amended by that certain Second Amendment to Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated October 17, 2010 by and between ReNu and Vernon (the "Second Amendment") and that certain Third Amendment to Amended and Restated. Purchase and Sale Agreement and Joint Escrow Instructions dated December 1, 2010 (the "Third Amendment"; the Original PSA as amended by the First Amendment, Second Amendment and Third Amendment, the "PSA"). C. Pursuant to the PSA, the Parties entered into that certain Transmission Easement dated October 16, 2008 and recorded by the County Recorder of Kern County on October 17, 2008 as document number 0208165193 (the "Original Agreement"). D. Pursuant to the Original Agreement, Grantor granted to Grantee, among other things, a general easement appurtenant to and benefitting the Appurtenant Property, which allows Grantee to designate a route for easements on the Easement Property over which Grantor LA\2211092.5 will grant Grantee easements required to access and use electric power transmission lines and other uses. E. The Parties have determined, identified and agreed to such preferred, specific easement route, as more particularly described on Exhibit C attached hereto (the "Specific Easement Route"). F. The Parties now desire to amend and restate the Original Agreement in order to put of record the Specific Easement Route, and to establish the rights and duties of the Parties with respect to each other and the Easements 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: AGREEMENT Section 1. GRANT OF EASEMENTS. 1.1 Easements. Grantor hereby grants to Grantee and Grantee accepts from Grantor non-exclusive easements (the "Easements") appurtenant to and benefitting the Appurtenant Property located in, over, across and through the Specific Easement Route to permit Grantee (a) to access and use electric power transmission lines of (collectively, the "Transmission Owners") the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner, (b) to construct, operate, maintain; replace, relocate or remove- Transmission Facilities, and (c) to access, construct, use or maintain roads to serve the transmission line and related facilities, in each case in a manner that is consistent with the Easement Requirements set forth in Section 1.3. Such access is limited to the Specific Easement Route. Grantee shall be responsible for all reasonable maintenance of such roads or other facilities based on Grantee's usage of such improvements. "Transmission Facilities" consist of facilities reasonably necessary for the access and use of electric power transmission lines described in clause (a) above; including without limitation electrical substation(s), capacitor yards, batteries and other devices for storage of electrical energy, electrical cables and wires (including underground), telecommunications lines, junction or splice boxes, poles, "H" frame structures, towers, cables, wires, conduits, anchors, guys, and devices and equipment typically associated with such access and use. 1.1.1 Additional Transmission Easement Route. Pursuant to Section 1(d)(iii)(B) of the PSA, Grantor acknowledges and agrees that Grantee shall have a one-time right to designate an Additional Transmission Easement Route (as defined therein) on the Easement Property subject to the requirements of this Section 1 and said Section 1(d)(iii)(B) of the PSA. 1.2 Alternate Route; Minor Amendments. From, and after the recording of this Agreement until the earlier of (i) the Wind Permitting Date (as defined in the PSA) and (ii) December 31, 2012, Grantee shall have (x) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route (as defined in the PSA) for interconnection with LADWP, (y) a one-time right to designate an alternate route for the WL Specific Transmission 2 Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Grantee to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Grantee, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Grantor shall, at the request of Grantee, amend this Agreement for re-recording to an alternate route designated by Grantee and subject to Grantor's approval, which approval shall not be unreasonably withheld. Grantee shall reimburse Grantor for any reasonable, out-of-pocket, third party costs incurred by Grantor in connection with documenting and analyzing any requested amendment to the WL Specific Transmission Easement Agreement in accordance with this Section 1.2. From time to time, Grantee may also request minor amendments to the WL 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). Grantor 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 Grantee's right to designate an alternate route for the WL Specific Transmission Easement Route pursuant to the first sentence of this Section 1.2. 1.3 Easement Requirements. Notwithstanding any other provision of this Agreement, the Easements granted herein are subject to the following requirements, rights and restrictions ("Easement Requirements'): 1.3.1 Access Requirements. (a) Any use of. any easement, right-of-way, license or other access right granted hereunder by its holder shall be subject to reasonable conditions as the owner of the real property subject to such easement, right-of-way, license or other access right may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (b) the use of any easement, right-of-way, license or other access right granted. hereunder by its holder shall not interfere in any material respect with the use of the real property subject to such easement, right-of-way, license or other access right by the owner thereof (collectively, the "Access Requirements"). 1.3.2 Grantor's Rights. (a) No provision of this Agreement shall restrict Grantor's right to cross the Easements or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Easements, unless the foregoing would materially interfere with .Grantee's intended use of the Easements. (b) Grantor and its agents shall be permitted to use any access, maintenance or patrol roads installed on the Specific Easement Route or serving the Easements unless such use would materially interfere with Grantee's intended use of the Easements. 3 LA\2211092.5 (c) The Easements shall generally be non-exclusive, but shall be exclusive in areas, if any, 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) and where Grantee has provided Grantor with written notice of the same, except that Grantor shall be entitled to use any roads installed by Grantor unless such use would materially interfere with Grantee's intended use of the Easements. (d) In no event shall the holder of the Easements use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Easements. (e) Grantor may from time to time request Grantee to amend this Agreement to exclude any portions of the Easement Property on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to exclude from the Easements. Provided Grantor uses commercially reasonable efforts to provide alternate routes for the Easements, Grantee shall consent to any reasonable request and execute an appropriate amendment to this Agreement in recordable form. Grantor shall reimburse Grantee for any reasonable out-of- pocket; third party costs incurred by Grantee in connection with documenting and analyzing any requested amendment to this Agreement. (f) Grantee acknowledges that it has inspected the Specific Easement Route and shall be deemed to have accepted the Specific Easement Route "AS IS," in their then condition, and Grantee hereby releases Grantor from any liability or loss caused by the use of the Easements by Grantee. Grantor shall not be responsible for and Grantee expressly releases Grantor from and waives any claim for loss or damage to person or property (including vehicles) occurring within the Easement Property due to theft, vandalism, accident or other cause, unless such claim, loss_ or damage is caused by the gross negligence or willful misconduct of Grantor or any of Grantor's invitees, employees, agents, contractors or tenants. In no event shall Grantor be liable for consequential damages for any cause whatsoever. (g) Except as indicated on Exhibit C, and without limiting the width of the Specific Easement Route as specified therein, the width of the corridor of the Easements specified in this Section 1.1 shall not exceed the industry standard for the type of transmission line at issue. Section 2. TERM. The term of the Easements (the "Term") shall begin upon the Effective Date, and shall continue in perpetuity. Each of the Easements granted is irrevocable except as otherwise specified in this Agreement. Section 3. COST. Except as provided in Section 1.2 hereof, the use of the Easements shall be at no additional cost paid by Grantee to Grantor; provided that nothing in this Section 3 shall limit Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements. 4 LA\2211092.5 Section 4. TAXES. Grantee will pay or reimburse Grantor for any transfer taxes assessed in connection with the granting of the Easements. Grantee shall pay any increase in the real or personal property taxes on the Easement Property that is directly attributable to the installation by Grantee of any roads or other improvements (including Transmission Facilities) (the "Wind Project Improvements") on the Specific Easement Route. Grantee shall request that the Wind Project Improvements be separately assessed and that taxing authorities bill Grantee directly for taxes. attributable to the Wind Project Improvements. Grantee shall not be liable for taxes attributable to facilities installed by Grantor or others on the Easement Property (including on the Specific Easement Route), to the underlying value of the Easement Property itself or for any increase due to any other cause. Grantee agrees to reimburse Grantor for any taxes paid by Grantor that are properly payable by Grantee under the terms of this Agreement. To receive reimbursement, Grantor must submit any property tax bill to Grantee for reimbursement within thirty (30) days after Grantor receives the bill from a taxing authority. The Parties agree to fully cooperate to obtain any available tax reductions, refunds or tax abatements. Section 5. GRANTEE'S DUTIES AND REPRESENTATIONS. 5.1 Care and Appearance. Grantee shall at all times maintain the Wind Project Improvements in a neat, clean and presentable condition. Grantee shall not willfully destroy the Easement Property and shall keep the Specific Easement Route and all Wind Project Improvements thereon clean and free of debris created by Grantee, its contractors or others brought on to the Easement Property by Grantee. Grantee shall be responsible for any required weed control on those portions of Specific Easement Route that are not used as pasture or grasslands or actively farmed by Grantor. Grantee shall not use the Specific Easement Route for storage of materials or staging of construction, except in connection with staging of construction of roads consented to pursuant to Section 1.1 hereof or as otherwise permitted herein. 5.2 Installation of Underground Facilities by Grantor and Grantee. Grantee and Grantor agree to consult each other when either Party desires to install underground facilities such as pipes and wires that will cross Specific Easement Route. Grantee and Grantor shall first consult with the other Party and obtain approval of the plans, specifications, exact depths and locations of the proposed underground facilities before construction. Because of danger of damage to Grantee's Wind Project Improvements and Grantor's existing improvements (the `Existing Improvements") and the safety hazard to persons working in the vicinity of Grantee's Collection Facilities and other equipment, each Party shall give the other at least five (5) days' notice as to when installation of any such underground facilities;is to occur. Each Party shall coordinate work in these areas to permit the other Parry's representative to be present at all times that excavation or other type of sub -surface work is performed by such Party within these areas. Each Party agrees to indemnify the other Party against liability for injuries and claims resulting from such Parry's failure to comply with the requirements of this Section 5.2. If Grantee's installation of the underground facilities damages Grantor's Existing Improvements, Grantee at Grantee's expense shall promptly repair the damaged Existing Improvements to the condition they were in before installation of the underground facilities. If Grantor's installation of the underground facilities damages Grantee's Wind Project Improvements, Grantor at Grantor's expense shall promptly repair the damaged Wind Project Improvements to the condition they were. in before installation of the underground facilities. LA\2211092.5 5.3 Fences and Gates. At Grantor's request, Grantee shall repair or replace any fences, gates or cattle guards damaged or removed in connection with Grantee's activities on Easement Property. Fences removed from the Specific Easement Route, if replaced, shall be rebuilt by Grantee at its expense in mutually agreeable locations on the Easement Property. Once completed, all replacement fences, gates and cattle guards shall be owned and maintained by Grantor. To minimize the need for temporary fencing, Grantor will cooperate with Grantee to avoid grazing animals on or near the affected Specific Easement Route during periods of construction, maintenance or removal activity by Grantee 5.4 Insurance and Indemnity. During the term of this Agreement, Grantee shall maintain policies of general liability insurance, including contractual liability, completed operations and products liability coverage with a combined single limit of not less than $5,000,000 applicable to bodily injury, sickness or death and loss of or damage to property in any one occurrence and $5,000,000 in the aggregate. Coverage shall be written on an occurrence basis (not claims made) and coverage shall be at least as broad as the Insurance Services Office Commercial General Liability Coverage (occurrence form CG0001). Grantor shall be named by endorsement as an additional insured on such general liability policy. Grantee shall furnish certificates of insurance to Grantor evidencing the insurance required under this Section 5.3. Each certificate shall provide that thirty (30) days prior written notice shall be given to Grantor in the event of cancellation or material change in the policies. All certificates must contain reference to the additional insured endorsement as required herein. All insurance shall be placed with California admitted or licensed insurers with a current AM Best's rating of no less than AXII. Grantee in accordance with the procedures provided in Section 5.7.2 will indemnify, defend and hold Grantor harmless against any and all losses, damages, claims, expenses and other liabilities asserted against Grantor by a third party, including, without limitation, reasonable attorneys' fees, resulting from or arising out of Grantee's exercise of any rights granted to the Grantee under this Agreement, including (i) any operations of Grantee on the Specific Easement Route, (ii) any negligent act or negligent failure to act on the part of Grantee or anyone else engaged in doing work for Grantee or (iii) any breach of this Agreement by Grantee. This indemnity agreement does not cover losses of rent, business opportunities, crop production, profits and the like that may result from Grantor's loss of use of the Specific Easement Route. 5.5 Requirements of Governmental Agencies. n�. Grantee shall comply in all material respects with valid laws applicable to the Wind Project Improvements. Grantee shall have the right, in its sole discretion and at its sole expense, to contest the validity or applicability to the Specific Easement Route or Wind Project Improvements of any law, ordinance, statute, order, regulation, property, assessment or the like made by any governmental agency or entity. Grantee shall control any such contest and Grantor shall cooperate with Grantee in every reasonable way in such contest, at no out-of-pocket expense to Grantor. 5.6 Mechanic's Liens. Grantee shall not permit any default arising out of a mechanic's lien related to Grantee's use of the Specific Easement Route under this Agreement to be filed against the Specific Easement Route or Easement Property. If Grantee wishes to contest any such default, Grantee shall, within sixty (60) days after it receives notice of the default,. 6 LA\2211092.5 provide a bond or other security Grantor may reasonably request or remove such default from the Specific Easement Route in the manner provided by applicable law. 5.7 Hazardous Materials. 5.7.1 Definitions. As used in this Agreement, the terms defined below shall have the meanings indicated. 5.7.1.1 `Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation which imposes any liability on any Grantor, occupant, lender, mortgagee or party in interest or which places any restriction on the ownership, occupancy, transferability or use of any real property by reason of any presence or use of or occurrence regarding any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") 42 U.S.C. Section 9601 et seq., as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA"), Pub. L. 99-499, 100 Stat. 1613, . the Resource, Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq., the Clean Air Act ("CAA"), Pub. L. 84-159, as amended by Pub. L. 101-549, 42 U.S.C. Section 7401 et seq., the Federal Water Pollution Control Act (as amended by the Clean Water Act of 1977 ("CWA")), 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act of 1976 ("TSCA"), 15 U.S.C. Section 2601 et seq., California Health and Safety Code, Section 25249.5 et seq., and any modifications, amendments, and successors to any of the foregoing. 5.7.1.2 "Violation of Environmental Law" shall mean any violation of any Environmental Law, or any event, occurrence or condition as a consequence of which, pursuant to any Environmental Law (i) Grantee, Grantor or any occupant or person having any interest in the Specific Easement Route shall be liable, (ii) the Specific Easement Route shall be subject to any restriction on use, ownership, transferability or (iii) any remedial work pertaining to Hazardous Substances shall be required at or in connection with the Specific Easement Route. 5.7.1.3 "Hazardous Substance" shall include without limitation: 5.7.1.3.1 Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in CERCLA, RCRA, Sections 307 and 311 of CWA, and the Hazardous Materials Transportation Authorization Act, 49 U.S.C. Sections 1501 et seq., or in any successors thereto, or in the regulations promulgated pursuant to said laws; 5.7.1.3.2 Those substances defined as "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" in Sections 25115, 25117, 25122.7, and 25140 of the California Health and Safety Code, or as "hazardous substances" in Sections 25316 and 25281 of the 7 LA\2211092.5 California Health and Safety Code, and in the regulations promulgated pursuant to said laws; 5.7.1.3.3 Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); 5.7.1.3.4 Petroleum, asbestos, polychlorinated biphenyls, flammable explosives, radioactive materials, or any material containing any of the foregoing; and 5.7.1.3.5 Such other substance, materials, and wastes which are or become regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Law or other applicable federal, state, or local law, statute, ordinance, or regulation, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. 5.7.2 Indemnification. Grantee shall indemnify, hold harmless, protect, and with counsel chosen by Grantee defend Grantor and Grantor's directors, officers, employees, agents, successors and assigns from and against any and all claims, judgments, penalties, fines, losses, damages, costs, expenses and liabilities, including attorneys' fees and costs, directly or indirectly arising out of or attributable to any actual or alleged Violation of Environmental Law by Grantee on the Specific Easement Route or any actual or alleged use, generation, manufacture, production, storage, spillage, release, threatened release, discharge, disposal, or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Route, or any transportation, migration, or other movement of any Hazardous Substance from the Specific Easement Route. This indemnity shall survive the expiration of the term of this Agreement. In any circumstance in which this indemnity applies, if Grantee fails to provide a defense as required by this Section 5.7.2, Grantor may employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of action, and Grantor shall have the right to compromise or settle the same in good faith without the necessity of showing actual liability therefore, and without the consent of Grantee. Grantee shall reimburse Grantor upon demand for all costs and expenses incurred by Grantor, including the amount of all costs of settlements entered into in good faith, and the fees and other costs and expenses of such attorneys and consultants; provided, however, if Grantor enters into a settlement without Grantee's consent, Grantee shall not be liable to indemnify Grantor unless Grantor establishes by final judgment of a court of competent jurisdiction that Grantee caused the damage on account of which settlement payment was made and that the amount of the settlement was fair and reasonable. Notwithstanding any other provisions in this Agreement, the indemnity and reimbursement obligations of Grantee set, forth in this Section 5.7.2 shall not apply to (i) any matter directly or indirectly arising out of or attributable to any actual or alleged violation of Environmental Law or any actual or alleged use, generation, manufacture, 8 LA\2211092.5 production, storage, spillage, release, threatened release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Route or any transportation, migration, or other movement of any Hazardous Substance to or from the Specific Easement Route which either (a) was in existence as of the date of this Agreement, (b) is caused by either Grantor or the grantees, licensees, employees or agents of Grantor (exclusive of Grantee, its grantees, licensees, employees and agents), and/or (c) is caused by a third party and is unrelated to Grantee's operations on the Specific Easement Route or (ii) any matter brought by Grantor against Grantee independent of a claim against Grantor by a third party. 5.7.3 Notice of Actions. 5.7.3.1 Grantee shall give immediate written notice to Grantor of. (i) any proceeding, inquiry, notice, or other communication by or from any governmental authority, including, without limitation, the California State Department of Health Services and the Environmental Protection Agency, regarding the presence or existence of any Hazardous Substance on, under, or about the Specific Easement Route or any migration thereof from or to the Specific Easement Route or any actual or alleged Violation of Environmental Law; (ii) all claims made or threatened against Grantee or the Specific Easement Route relating to any loss or injury resulting from or pertaining to any Hazardous Substance or Violation of Environmental Law; (iii) Grantee's discovery of any occurrence or condition on any real property that cause the Specific Easement Route or any part thereof to be subject to any restrictions on ownership, occupancy, transferability, or use, or subject the Grantor or any person having any interest in the Specific Easement Route to any liability, penalty, or disability under any Environmental Law including, without limitation, any that cause the Specific Easement Route or any part thereof to be classified as "border -zone property" under the provisions of California Health and Safety Code Sections 25220 et seq. or any regulation thereunder or in connection therewith; and (iv) Grantee's receipt of any notice or discovery of any information regarding any actual, alleged or potential use, manufacture, production, storage, spillage, seepage, release, discharge, disposal or any other presence or existence of any Hazardous Substance on, under or about the Specific Easement Route or any Violation of Environmental Law pertaining to Grantee or the Specific Easement Route. 5.7.3.2 Immediately upon receipt of the same, Grantee shall deliver to Grantor copies of any and all orders, notices, permits, applications, reports, and other communications, documents, and instruments pertaining to the actual or alleged presence of any Hazardous Substance on, under or about the Specific Easement Route or Violation of Environmental Law pertaining to Grantee or the Specific Easement Route. 5.7.3.3 Grantor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Specific Easement Route involving any Hazardous Substance or any Environmental Law, and Grantee shall reimburse Grantor upon demand for all of Grantor's costs and 9 LA\2211092.5 expenses in connection therewith, including attorneys' fees, if it is determined that Grantee's violation of any Environmental Law caused the damage or contamination complained of in such legal proceedings or actions. 5.8 Removal of Wind Project Improvements. Grantor ' shall have no ownership or other interest in any Wind Project Improvements installed by Grantee on the Specific Easement Route, and Grantee shall have the express right, at any time and in its sole discretion, to remove any Wind Project Improvements (excluding roads) from the Specific Easement Route. 5.9 Water Lines and Existing Improvements. Grantee shall not harm existing waterlines or other improvements on the Easement Property. Grantee will coordinate with Grantor to determine the locations of the existing waterlines and improvements. Grantee shall immediately repair any waterline or improvement it damages. 5.10 Breach by Grantee. Upon a breach by Grantee of its duties under this Agreement, Grantor shall have all remedies against Grantee that it may have under this Agreement, at law or, in equity (including the right to seek an injunction to compel Grantee to specifically perform its obligations under this Agreement), provided, however, that Grantor specifically waives any right it may have to terminate this Agreement or the Easements granted hereunder. No delay or omission of Grantor to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any breach by Grantee. Section 6. GRANTOR'S DUTIES AND REPRESENTATIONS. 6.1 Grantor's Authority. Grantor is the sole fee interest owner of the Easement Property including the Specific Easement Route and has the unrestricted right and authority to sign ,this Agreement and to grant Grantee the Easements and other rights granted in this Agreement. The persons signing this Agreement are all of the persons necessary to grant Grantee the Easements and other rights granted in this Agreement. When signed by both Parties, this Agreement constitutes a valid and binding agreement enforceable against Grantor in accordance with its terms. 6.2 Requirements of Governmental Agencies; No Opposition. Grantor shall assist and fully cooperate with Grantee, at no out-of-pocket expense to Grantor, in complying with or obtaining any zoning and land use permits and approvals, building permits, environmental impact reviews or any other approvals required for the financing, construction, installation, replacement, relocation, maintenance, operation or removal of the Wind Project Improvements, including execution of applications for such approvals. Grantor shall not oppose, directly or indirectly (including without limitation assisting any third party directly or indirectly in opposing) the development or operation of a wind energy project or projects on the Appurtenant Property, the environmental clearance for such project or related or similar projects of Grantee on the Appurtenant Property (including under CEQA and NEPA, or any CEC equivalent process) or any associated activities or facilities (including without limitation transmission or gathering systems, interconnection equipment and related system upgrades or similar matters). 10 LA\2211092.5 Section 7. FINANCING BY GRANTEE. 7.1 Right to Mortgage. Grantee may, upon notice to Grantor, without Grantor's consent or approval, mortgage, grant deeds of trust, collaterally assign, or otherwise encumber and grant security interests in all or any part of its interest in this Agreement; the Easements, the Specific Easement Route and the Wind Project Improvements (collectively, its "Wind Project Assets") in connection with any financing secured by the Appurtenant Property. These various security interests in all or a part of the Wind Project Assets are collectively referred to as "Mortgages" and the holders of the Mortgages, their designees and assigns are referred to as "Mortgagees". Mortgagees shall use the Wind Project Assets only for the uses permitted under this Agreement. Mortgagees shall have all rights and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Mortgagee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. The term "Grantee" includes any person or entity which holds the entire grantee's interest under this Agreement. Grantor agrees to consent in writing to financing documents as may reasonably be required by Mortgagees, including financing documents typically required in the context of non - recourse project financings containing, among others, provisions for material notices, extended cure periods and replacement easement agreements. Except for a Mortgage or pursuant to Section 9.19 hereof, Grantee shall not assign or otherwise encumber the Wind Project Assets without Grantor's prior consent, which consent may be withheld in Grantor's sole discretion. 7.2 Mortgagee Obligations. Any Mortgagee whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior to the time the Mortgagee directly holds an interest in this Agreement, or succeeds to absolute title to Grantee's interest. A Mortgagee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title. 7.3 Certificates, etc. Grantor shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) and consents to assignment as Grantee or any Mortgagee or Permitted Assignee (as defined below) may reasonably request from time to time. Grantor and Grantee shall cooperate in amending this Agreement from time to time to include any provision that may be reasonably requested by Grantee or any Mortgagee or Grantor to implement the provisions contained in this Agreement or to preserve a Mortgagee's security interest or the interest of the Grantor, provided such amendments shall not impair any then existing security interests. Section 8. NOTICES. 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 or electronic transmission, and addressed to the following addresses: 11 LA\2211092.5 If to Grantee: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Mark Whitworth, City Administrator Telephone: (323) 583-881I Facsimile: (323) 587-7596 E-mail: mwhitworth@ci.vernon.ca.us with a copy to: Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attn: David B. Rogers Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: david.rogers@lw.com If to Grantor: c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 with a copy to: CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin Facsimile No: (323) 860-4901 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq. Facsimile No: (213) 430-6407 Section 9. MISCELLANEOUS. 9.1 No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Easement Property to or for the general public or for 12 LA\2211092.5 any public use or purpose whatsoever, it being the intention of the Parties that the Easements and rights granted in this 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 and their respective successors and assigns. 9.2 Unavoidable Delays; Force Majeure. If either Party is delayed, hindered in or prevented from performing any act required under this Agreement by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, natural disasters, war, civil strife or other violence, the affected Party, upon giving notice to the other Party, shall be excused from performing the act (except payment of consideration) for the period of the delay. The affected Party shall use its reasonable efforts to avoid or remove the causes of nonperformance and shall continue performance whenever the causes for nonperformance are removed. 9.3 Run With the Land. The Easements and any restrictions in this Agreement are binding upon and shall inure to the benefit of the Parties' Mortgagees and their respective successors and assigns (including Permitted Assignees (as defined below)), heirs, personal representatives, tenants invitees and licensees Ior persons claiming through them. All of the provisions of this 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. 9.4 Entire Agreement/Amendments. This Agreement constitutes the entire agreement between Grantor and Grantee respecting its subject matter and replaces and supersedes any prior agreements. Any agreement, understanding or representation respecting the subject matter of this Agreement not expressly set forth in this Agreement or a later writing signed by both Parties, is null and void. This Agreement and the Easements shall not be modified or amended except in a writing signed by the Parties or their successors in interest. The Parties agree to cooperate in the approval and substitution of exhibits and in executing any additional agreements or amendments reasonably needed by the Parties for their Ibusiness purposes so long as they do not adversely affect the rights of either Party or violate the terms and spirit of this Agreement. 9.5 Dispute Resolution. Any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to this Agreement, or to either Party's performance or failure of performance under this Agreement, shall be governed by Section 30 of the PSA, which is incorporated herein by this reference. 9.6 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 9.7 Partial Invalidity. Should any provision of this Agreement be held, in a final and unappealable decision by a court of competent jurisdiction, to be either invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, unimpaired by the holding. Notwithstanding any other provision of this Agreement, the Parties 13 agree that in no event shall the Term be for longer periods than the longest periods permitted by applicable law. 9.8 Tax Credits. If under applicable law Grantee becomes ineligible for any tax credit, benefit or incentive for alternative energy expenditure established by any local, state or federal government, then, at Grantee's option, Grantor and Grantee shall amend this Agreement or replace it with a different instrument so as to convert Grantee's interest in the Specific Easement Route to a substantially similar interest that makes Grantee eligible for such tax credit, benefit or incentive. Grantee agrees to pay the Grantor's attorney fees to review such changes. 9.9 Approvals.. No approval required by this Agreement shall be unreasonably delayed, conditioned or withheld, except in instances where this Agreement specifically permits a Party to act in its sole discretion. Requests for approvals shall be delivered to the other Party according to the notice procedures in Section 8 of this Agreement. Unless a longer or shorter time is specified, all approvals required of either Party shall be given or refused in writing delivered to the other Party according to the notice procedures in Section 8 of this Agreement within ten (10) business days after receipt of the request for approval. Failure by either Party to respond to a request for action or approval within fifteen (15) business days by either approving or denying the request shall be deemed an approval. 9.10 Authorization of Other Users. Grantee in its discretion may authorize its employees, agents, contractors or tenants to use the Specific Easement Route for the purposes stated in this Agreement. 9.11 Lateral Support. .Grantee shall have and exercise the right of subjacent and lateral support for Wind Project Improvements on the Specific Easement Route to whatever extent is necessary for the safe construction, operation and maintenance of Wind Project Improvements. Grantor expressly covenants that Grantor shall not excavate so near the sides of or underneath the Wind Project Improvements as to undermine or otherwise adversely affect their stability. 9.12 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 9.13 Article Headings. Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. 9.14 Relationship of Parties. The relationship between Grantor and Grantee is that of grantor and grantee of the Easements only, and neither Grantor nor Grantee is, nor shall it hold itself out to be, the agent, employee, joint venturer or partner of the other. 9.15 Third Party Beneficiaries. This Agreement is between and for the exclusive benefit of the Parties, and shall not benefit any third parties. 9.16 Mortgagee Protection. . No breach or violation of this 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 by Grantor in good faith and for value with respect to any 14 LA\2211092.5 i portion of the Specific. Easement Route, but all of the provisions of this 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 Specific Easement Route, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. 9.17 Estoppel. Grantee shall execute commercially reasonable estoppel certificates (certifying as to truthful matters, including without limitation that no default then exists under this Agreement, if such be the case) as Grantor may reasonably request from time to time. 9.18 Limitation of Liability. No shareholder, member, director, officer, agent or employee of any Party shall have personal liability for the obligations to be performed by the parties hereunder. 9.19 Assignment. The rights, powers, and obligations hereunder conferred upon each Party shall not at any time be transferred or assigned, except to one or more persons or entities ("Permitted Assign`") (a) that own a fee interest in all or any portion of the Appurtenant Property, (b) through a transfer of such- Party's fee interest in all or .any portion of the Appurtenant Property or Easement Property, as applicable, or (c) that are a lender in connection with a financing or refinancing on the Appurtenant Property or Easement Property, as applicable. Without limiting the generality of the foregoing sentence, Grantee shall have the right, upon notice to Grantor, without Grantor's consent, to sell, convey, or assign all or any portion of its Wind Project Assets to Permitted Assignees or to grant sub -easements, co -easements, separate easements, or similar rights, however denominated, to Permitted Assignees. Permitted Assignees shall use the Wind Project Assets only for the uses permitted under this Agreement. Permitted Assignees shall have all rights, obligations and remedies allowed them under then existing laws except as limited by their individual agreements with Grantee, provided that under no circumstances shall any Permitted Assignee have any greater rights of ownership or use of Easement Property than the rights granted to Grantee in this Agreement. Each Party shall have liability only for the obligations to be performed by such Party for the time that such Party owns the property burdened or benefited hereby. In the event of any transfer by either Party of its interest in the burdened or benefited property, such Party shall be relieved from all future liability accruing from and after the date of the transfer or conveyance, and such obligations shall be binding upon the successor in interest to such Party. 9.20 Enforcement. The Parties and their respective successors and assigns shall have the right to enforce, by proceedings at law or in equity, the covenants, restrictions and easements imposed by this Agreement. The right to enforce this Agreement shall include, without limitation, the right to maintain a proceeding at law or in equity against,, any person or persons who have violated or who are attempting to violate any of the covenants or restrictions of this Agreement, to enjoin or prevent them from doing so, to cause the violations to be remedied, and/or to recover damages for any violations. 15 LA\2211092.5 9.21 Original . Agreement. On or after the date that is the later of (a) the exercise or expiration, as applicable, of Grantee's rights under Section 1.1.1 hereof and (b) the exercise or expiration, as applicable, of Grantee's rights under Section 1.2 hereof, Grantee shall execute any documents reasonably requested by Grantor to release from the Original Agreement areas of the Easement Property that are not part of the Specific Easement Route. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first written above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: CIM/Onyx Ranch Manager, LLC, a Delaware limited liability company, its Managing Member By: Renewable Resources Group Holding Company, Inc., its Operating Manager By: ACKNOWLEDGEMENT State of California County of�% ) On 1 �i� 20//, before n i . � C�i -�, a Notary Public, personally appeared ��G'r/6 `/L_ who proved to me on the basis of satisfactory evidence to be the person(4") whose name(&) is/afe subscribed to the within instrument and acknowledged to me that he/sue executed the same in his/lam-authorized capacity(i@&), and that by his/hePA4eir signature(-s) on the instrument the person(*), or the entity upon behalf of which the person(S) 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 hand and official seal. Signa re �� _ . ��-'f�C (Seal) DIANA VILLALBA Commission # 1856885 a �m Notary Public - California. z ``i Los Angeles County My Comm. Ex ires Jul 6, 2013 GRANTEE: CITY OF VERNON, ATTEST: a California chartered city By: y Mar Whitworth illard Yam a ch' Cit .Administrator City Clerk APPROVED AS TO FORM: ACKNOWLEDGEMENT State of California ) County of Iw Acht) On 20//, before me, 7413a ka lfia kUC4111, a Notary Public, pe onally appeared a na-11/61Wh j� / 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. 9 Signature(Seal) ANA KARINA RUEDA Commission #E 1900284 Notary Public- California v Los An9e105 County My Comm. E iras An 19, 2014 EXHIBIT A Easement Property Parcel 1: (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 2: (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. Except l/16`1i 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 3: (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 4: (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 5: (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 6: (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. Exhibit A - 1 LA\2211092.5 Parcel 7: (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 8: (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. Parcel 9: (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 10: (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 11: (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 ''/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 12: (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. Exhibit A 2 LA\2211092.5 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 13: (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 14: (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. Parcel 15: (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 16: (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. EXHIBIT B Appurtenant 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: 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. Parcel 7: (APN: 181-190-15) The West half of Fractional Section 311 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. Exhibit B - 1 LA\2211092.5 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'/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. Parcel11 (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. 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. Exhibit B - 2 LA\2211092.5 862) 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. Parcel15: (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, 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 anytime to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area; County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, 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. 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. Exhibit B - 4 LA\2211092.5 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. Parcel35: (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. Parcel38: (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.. Exhibit B - 5 LA\2211092.5 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. 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 Exhibit B - 6 LA\2211092.5 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. 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 B - 7 LA\2211092.5 EXHIBIT C Specific Easement Route [Attached] SEC. 19 City of Los Angeles APN-18108034 Jawbone Canyon Rd. nyw` ;';:t+� SB2"42'47"E 200.10'� 582°42'47"E2529.30 ...... _.... !�—N0°04'05"W 1 D29.67'(TIE) 15Q.00' 75.00 ny� :�__� ._ . ,...... ..._...... SECTION 10 S82°42'47"E272B.37' W.1/4COR. T30S, R37E, MDM. SEC. 19 Renu Resources LLC Renu Resources LLC APN-18108011 APN-18108011 l —City of Los . Angeles APN-18108034- I EASEMENT DESCRIPTION: An easement over property owned by Renu Resources LLC, ("Grantors"), situate in Section 19, Township 30 South, Range 37 East, Mount Diablo Merldlan, Kern County, Callfomla, and being more particularly described as follows: The portion of "Grantor's" land shown above (see easement document) Contains: 18.10 acres, more or less,.(as described) 'THIS DRAWING SHOULD 6E USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES, LINES ANDAPPURTENANCESISSUBJECTTOCHANGEWITHINTHEBOUNDARIESOFTHERIGHTOFWAYHEREINGRANTED REV DATE: 6114t10 DESC. DESCRfPTtON BY CMNEXTera CHK GH APP GH `4"Ll RIC Al. EXHIBIT (�j�,� ("� 1 p p r P THROUGH RENU RESOURCES LLGPROPERTY �S rt�t� u Fe «nwcc w C Q N S U I 1 A N 1 J, I N C, SECTION 19. T.30S- R_37E. ' aEsounces SALT LAKE CITY, U7AFF MOUNT DIABLO MERIDIAN _ - - SCALE 1'=900' B99 West 7W &wlh Doss Ur am (am) 292--9954 ,_ - i Tuesday, June 15, 201.0 1ZGNU RESOURCES LLC APN 18/08011 DI?SCRIPTION An easement 150 feet in width, situate in the North Half of Section 19,'.I'owuship 30 South, Range 37 Fast, Mount Diablo Meridian, Kern County, California. Said easement being 75 feet perpendicularly distant each side of the following described centerline, to wit: Beginning at a point on the west line of said Section 19, which is 1029.67 feet, more or less, N.00°04'05" W along the section line from the West quarter corner of said Section 1.9 and running thence 5.82042'47"E 5457,77 feet to the east line of said Section 19 and temunating. LESS and excepting that portion lying within the City of Los Angeles pipeline property, APN 1810834. The sidelines of said casement shall be prolonged or shortened sous to intersect the west line of said land at the point of beginning and the cast line of said land at the point of termination. fhe above -described casement contains 788,650 square feet or 18.10 acres, more or less. N .0 R. SE .2 I P--j Renu Resources LLC APN-18108030 SECTION 21 T30S, R37E, MDM S Jawbone Canyon Rd. W.1I4 COP. City of Los Angeles I— SEC. 21 APN-18108029 P.O.B. SO'04'48"W 10.09'(TIE) — — S61 °58'00"E 218.96' .s.'.".:..... .�-* 75.00' I 1.8 S61 °58'00"E 721.87 15p,00' I $61 "58'00'E 2618,76' S61°58'00"E 262.19' Renu Resources_ LLC �. APN-18108030.;:. City of Los Angeles -APN-18108033 S61°58'DO"E 1820.01' EASEMENT DESCRIPTION: An easement over property owned by Renu Resources LLC, ("Grantors"), situate In Section 21, Township 30 South, Range 37 East, Mount Diablo Meridian, Kern County, California, and being more particularly described as follows: The portion of"Grantor's" land shown above (see easement document) Contains: 17.77 acres, more or less, (as described) THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTATION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACT LOCATION OF ALL STRUCTURES, LINES AND APPURTENANCES IS SUBJECT TO CHANGE WITHIN. rHE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED REV DATE 6114110 DESC. DESCRIPTION _.._. -. ____ EXHIBIT C BY CM I CHK GH APP GH a `_ l f ! C S V I i A N i S, I N C L (continued) THROUGI I REND RESOURCES LLC PROPERTY fel{�EXTe a ER ENER AN FPl GpGW COMP O N SECTION 21 T"30S., R_37E. Resauaces SALT LAKE CITY, UTAH MOUNT DIABLO MERIDIAN - SCALE 1'=900' 60 Wwt 700 caulk WW,13 a -N Ur aw W) 292-9A34 'l'uesday, June 15, 2010 RENU RESOURCES LLC APN 191.08030 DESCRIPTION An easement 150 feet in width, situate in Section 21,'1'ownship 30 South, Range 37 East, Mount Diablo Meridian, Kern County, California. Said easement being 75 feet perpendicularly distant each side of the following described centerline, to wit: Beginning at a point on the west line of said Section 21, which is 10.09 feet, more or less, 5.00°04'48"W along the section line from the West quarter corner of said Section 21 and running thence 5.61°58'00" E 5641.79 feet to the south line of said Section 21 and terminating. LESS and excepting those portions Iying within the City of .Los Angeles pipeline property, APN 1810829 and transmission line property, APN 18108033. 'Thc sidelines of said easement shall be prolonged or shortened so as to intersect the west line of said land at the point of beginning and the south line of said land at the point of termination. The above -described easement contains 774,096 square feet or 17.77 acres, more or .less. EXHIBIT C (continued) JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT r. IVE VERNON CITY OF JUN 2 S 2011 4305 SANTA FE AV VERNON CA 90058 CITY CLERK'S OFFICE There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 488,820 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-080-01-00-3 LOCATION OF PROPERTY REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 488,820 488,820 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 488,820 1 488,820 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 477,605 . This notification is.informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-080-02-00-6 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 477,605 477,605 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 477,605 477,605 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 480,123 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-080-13-00-8 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 480,123 480,123 IMPROVEMENT - OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 480,123 480,123 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 487,618 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-080-15-00-4 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 487,618 487,618 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 487,618 487,618 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH 1115 TRUXTUN AVE KERN COUNTY ASSESSOR - RECORDER BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 480,266 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN 444-100-10-00-4 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 480,266 480,266 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 480,266 480,266 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSF I ELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 496,837 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-100-11-00-7 LOCATION OF PROPERTY REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 496,837 496,837 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 496,837 496,837 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right. to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT RECEPI VERNON CITY OF JUN 2 8 2011 4305 SANTA FE AV VERNON CA 90058 CITY CLERKS OFFICE There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 930,479 . This notification is informal only and is not a tax bill.. A correctedtax bill will be issued by the Tax Collector. ATN 444-030-01-00-8 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE -MINERAL LAND 930,479 930,479 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 930,479 930,479 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the -right _to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305, SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below .which has increased the taxable value in the amount of $ 176,523 This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-030-06-00-3 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 176,523 176,523 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 176,523 1 176,523 We will enroll.the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSF I ELD, CA 93301 VERNON CITY OF 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT 4305 SANTA FE AV VERNON CA 90058 There will be a correction made to the 2009 assessment year roll for the property identified below-..which.has increased thetaxable_ value in the amount of $ 957,680 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-030-08-00-9 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 957,680 957,680 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 957,680 957,680 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by -the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT RECEIVED VERNON CITY OF JUN 2 8 2011 4305 SANTA FE AV CITY CLERK'S OFFICE VERNON CA 90058 There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 939,318 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-030-11-00-7 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 939,318 939,318 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 939,318 939,318 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 345,032 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN 444-040-09-00-5 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 345,032 345,032 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 345,032 345,032 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 234,938 . -This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-040-13-00-6 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 234,938 234,938 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 234,938 234,938 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will.be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 479,861 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-010-13-00-7 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 479,861 479,861 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 479,861 479,861 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173002SIP 20110622 JAMES W. FITCH 1115 TRUXTUN AVE KERN COUNTY ASSESSOR - RECORDER BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENJEC VENON CITY OF IVED JUN 2 8 2d11 4305 SANTA FE AV VERNON CA 90058 CITY CI_ There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 959,883 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN 444-010-10-00-8 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 959,883 959,883 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 959,883 959,883 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of_Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSF I ELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 928,990 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-050-01-00-4 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 928,990 928,990 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 928,990 928,990 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 959,017 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-050-04-00-3 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 959,017 959,017 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 959,017 959,017 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 461,215 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-060-05-00-9 LOCATION OF PROPERTY REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL - LAND 461,215 461,215 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 461,215 461,215 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value intheamount of $ 930,805 This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-060-08-00-8 LOCATION OF PROPERTY . REASON FOR CORRECTION ; VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 930,805 930,805 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 930,805 930,805 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in theamountof $ 960,591 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-010-08-00-3 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 960,591 960,591 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 960,591 960,591 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will' provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH 1115 TRUXTUN AVE KERN COUNTY ASSESSOR - RECORDER BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT RECEIVED VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 JUN 2 8 2011 CITY CLERK'S OFFICE There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 961,093 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-010-06-00-7 LOCATION OF PROPERTY REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 961,093 961,093 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 961,093 961,093 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 480,088 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-010-04-00-1 LOCATION OF PROPERTY REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 480,088 480,088 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 480,088 480,088 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH 1115 TRUXTUN AVE KERN COUNTY ASSESSOR - RECORDER BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 957,405 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-010-01-00-2 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 957,405 957,405 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 957,405 957,405 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 92,515 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 153-180-.10-01-6 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 92,515 92,515 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 92,515 92,515 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment -of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 957,768 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 153-110-04-00-9 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 957,768 957,768 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 957,768 957,768 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 VERNON CITY OF 4305 SANTA FE AV VERNON CA 90058 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 921,599 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 444-040-15-00-2 LOCATION OF PROPERTY REASON FOR CORRECTION VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 921,599 921,599 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 921,599 921,599 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622 JAMES W. FITCH 1115 TRUXTUN AVE KERN COUNTY ASSESSOR - RECORDER BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENTVERNON OF �lC�reO�D oHARRISONTJEFF ESQ `ON 28 2011 4305 SANTA FE AV CITY CLERK'S OFFICE VERNON CA 90058 E There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 99,290 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN 153-180-09-01-4 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 99,290 99,290 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 99,290 99,290 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines. If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP '20110622 JAMES W. FITCH KERN COUNTY ASSESSOR - RECORDER VERNON CITY OF %HARRISON JEFF ESQ 4305 SANTA FE AV VERNON CA 90058 1115 TRUXTUN AVE BAKERSFIELD, CA 93301 06/22/2011 NOTICE OF PROPOSED ESCAPED ASSESSMENT There will be a correction made to the 2009 assessment year roll for the property identified below which has increased the taxable value in the amount of $ 960,928 . This notification is informal only and is not a tax bill. A corrected tax bill will be issued by the Tax Collector. ATN : 153-110-05-01-1 LOCATION OF PROPERTY . REASON FOR CORRECTION : VALUE CHANGE -ASSESSOR REQUESTED VALUES: OLD VALUES NEW VALUES DIFFERENCE MINERAL LAND 960,928 960,928 IMPROVEMENT OTH IMPS/FIXTURES PERSONAL PROPERTY EXEMPTION NET ASSESSED VALUE 960,928 960,928 We will enroll the escape assessment no sooner than 10 days after the date shown at the top of this Notice. A Notice of Enrollment of Escape Assessment will be mailed to you ,following enrollment of the escape assessment. The Notice of Enrollment will provide information regarding both the right to an informal review by the Assessor and the formal right to appeal before the Assessment Apeals Board including filing deadlines - If you do not agree with the new value and wish to discuss this correction with the Assessor, please contact the person below. Sincerely, Kern County Assessor -Recorder Contact: JOHN DIAL Telephone: (661)-868-3485 AS2011173001UIP 20110622