Exhibit 10.9(j)
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SERIES B POWER CO-OWNERSHIP AGREEMENT
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This Series B Power Co-Ownership Agreement ("Series B Co-Ownership
Agreement") is made as of the 30th day of August, 1990, by and between Zond
Systems Inc., a California corporation ("Zond") and Zond Windsystems Partners,
Ltd. Series 85-B, a California limited partnership (the "Series B Partnership").
RECITALS
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A. Southern California Edison Company ("Edison") and Zond entered
into a Power Purchase Contract -- Monolith II, dated as of June 22, 1984, as
amended by that certain Amendment No. 1, dated as of September 20, 1985 (as so
amended and as hereafter amended and supplemented from time to time, the "Power
Purchase Agreement"), pursuant to which Zond agreed to sell and Edison agreed to
purchase electric power delivered to Edison in accordance with the terms and
conditions set forth therein.
B. The right to sell to Edison electricity generated by the
Partnership Turbines (defined below) under the Power Purchase Agreement was
assigned by Zond to the Series B Partnership pursuant to an Assignment of Power
Purchase Contracts ("Assignment") dated as of September 9, 1985.
C. The Series B Partnership owns wind turbine generators,
supporting towers, and other related parts and components thereof ("Partnership
Turbines") for the production of electric power for sale to Edison under the
Power Purchase Agreement. The aggregate production capacity of the Partnership
Turbines is, however, less than the Contract Capacity under and as defined in
the Power Purchase Agreement.
D. The Series B Partnership desires to maximize production under
the Power Purchase Agreement and Zond desires to construct and operate wind
turbine generators, supporting towers and other related parts and components
thereof, to be owned by Zond (the "Zond Turbines") for the production of
electric power for sale to Edison under the Power Purchase Agreement.
E. Zond has acquired leasehold rights to the Operating Site
referred to below, and is willing to make available to the Series A Partnership
and the Series B Partnership (as such terms are defined below) certain prime
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sites on the Operating Site to relocate certain of the wind turbines and related
equipment owned by the Series A Partnership and the Series B Partnership
(herein, collectively, the "Partnerships"), without payments of any additional
fees or other payments to Zond for or in respect of the use of the Operating
Site by either of the Partnerships, but subject to the terms of the Lease
(defined below).
F. The Series B Partnership desires to amend the Power Purchase
Agreement, subject to the consent of Edison, to name Zond as an additional
"Seller" under the Power Purchase Agreement to permit Zond to sell electricity
to Edison pursuant to the Power Purchase Agreement.
G. The Series B Partnership and Zond wish to establish among
themselves their proportionate rights, respectively, to sell wind generated
electricity pursuant to the terms of the Power Purchase Agreement.
NOW, THEREFORE, in consideration of the above premises and the
agreements of the parties made below, and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Certain Definitions.
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1.1 "Operating Site" shall mean that certain real property located in
Xxxx County, California leased by Zond under that certain Lease and Royalty
Agreement For Meteorological Research Sites and the Construction and Operation
of Wind Energy Conversion Systems, dated July 27, 1976 (herein the "Lease") by
and between The Xxxx X. Xxxxxx Family Trust as "Lessor," and Zond, on which the
Partnership Turbines and the Zond Turbines will be located, which property is
more particularly described in Exhibit A hereto.
1.2 "Partnership Turbines" shall have the meaning set forth in Recital
C above.
1.3 "Partnership Windsystem Facilities" shall mean collectively, the
Related Turbine Equipment used in connection with the Partnership Turbines and
the Power Substation.
1.4 "Power Substation" shall mean the thirty (30) megawatt power
station related to the operation of Partnership Turbines.
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1.5 "Power Transfer Facilities" means collectively, the 66 KV power
transfer line, an Edison interconnect facility and other related wires, lines,
cables and devices with associated poles, anchors, fixtures, conduits, services
boxes and other appurtenances constructed and owned by Zond and shared, on a
non-exclusive basis, by the Series A Partnership and the Series B Partnership in
connection with the transmission and delivery of electric power for sale to
Edison.
1.6 "Related Turbine Equipment" shall mean the concrete pad upon which
each wind turbine is situated; the insulated wire cable connecting such turbine
to an intermediate step-up transformer; the intermediate step-up transformers;
and the insulated wire cable connecting such transformers to the Power
Substation.
1.7 "Series A Partnership" shall mean the Zond Windsystem Partners,
Ltd. Series 85-A, a California limited partnership, its successors and assigns.
1.8 "Trustee" shall mean First Interstate Bank of California, a
trustee under that certain Indenture and Security Agreement, dated as of
December 1, 1985, by and between ZCC III and First Interstate Bank of
California, as trustee.
1.9 "ZCC III" shall mean Zond Construction Company III, a California
corporation.
2. Co-Ownership. Zond and the Series B Partnership hereby agree that they
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shall be jointly and collectively considered as the "Seller" under the Power
Purchase Agreement, and as co-owners of all of the Seller's right, title and
interest in, to and under the Power Purchase Agreement. Both Zond and the Series
B Partnership hereby acknowledge and agree that all of the rights, benefits and
obligations of the "Seller" under the Power Purchase Agreement shall be owned
and held by them in the form of undivided interests as tenants in common and
shared and allocated between them as provided herein. Zond's undivided interest
in the capacity, rights, benefits and obligations of Seller under the Power
Purchase Agreement shall be as to 3 (three) megawatts. The parties recognize
that Zond is acting as Project Manager for itself and as agent on behalf of the
Series B Partnership.
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3. Disposition of Revenues.
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3.1 All revenues and other payments received by Seller under the Power
Purchase Agreement (the "SCE Payments") shall be held in a separate bank account
in trust for the benefit of the Series B Partnership and Zond. The Series B
Partnership and Zond acknowledge that all SCE Payments received by Seller under
the Purchase Power Agreement will initially be paid by Edison to Zond in Zond's
capacity as Project Manager. The Series B Partnership and Zond agree that, as
between the Series B Partnership and Zond, such SCE Payments allocated herein to
the Series B Partnership are the sole property of the Series B Partnership, that
Zond has no right, title or interest in or to such SCE Payments and that Zond
holds such SCE Payments in trust solely as agent for the Series B Partnership,
to be paid over to the Series B Partnership by Zond as provided herein.
3.2 The gross revenues for energy and capacity delivered to Edison
during each monthly billing period under the Power Purchase Agreement shall be
allocated between the Series B Partnership and Zond on the basis of the
production of electric power generated by each of the Partnership Turbines and
Zond Turbines, respectively, as measured by the individual kilowatt hour meter
for each turbine during the relevant period for which such payment is made,
subject to the terms and conditions of the Power Purchase Agreement, including,
without limitation, the provisions for application of a loss compensation
factor.
3.3 Promptly after receipt of each monthly SCE Payment, Zond will
allocate such payment between the Series B Partnership and Zond in accordance
with Section 3.2 above. Zond will provide a written statement and accounting of
the allocation made as to each SCE Payment. If the Series B Partnership disputes
the allocation of a SCE Payment, the disputed amount(s) shall be held by Zond in
a separate escrow account for future disposition once Zond and the Series B
Partnership have reached agreement on its proper allocation or the dispute is
otherwise resolved. The Series B Partnership and Zond agree that if the
allocation of disputed amounts cannot be resolved between them, such allocation
shall be determined by an independent certified public accountant mutually
acceptable to both parties. If the parties are unable to agree upon the
selection of a certified public accountant to determine the allocation of such
disputed amounts, such allocation shall be determined pursuant to an arbitration
proceeding, as set forth below.
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3.4 Any reductions in, or adjustment or refund of, the amount(s)
payable by Edison under the Power Purchase Agreement shall be allocated to the
Zond Turbines in the same proportion which the aggregate rated capacity of the
Zond Turbines bears to the total aggregate rated capacity of the Partnership
Turbines and the Zond Turbines (herein the "Zond Proportionate Share").
4. Location of Zond Turbines. Each of the Zond Turbines and the
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Partnership Turbines shall be situated on the Operating Site at the locations
designated on Exhibit B hereto. The location of any of its turbines may be
changed at the election of either the Series B Partnership or Zond, provided
that (a) any relocation shall not materially interfere with the production of
electrical power from wind energy on the Operating Site by others, including,
without limitation, the Series A Partnership; (b) the Series A Partnership shall
have consented to such relocation; and (c) the party electing to relocate its
turbines shall have furnished to the other party hereto, ZCC III, and the
Trustee (i) a relocation plan showing the details of any such relocation, (ii) a
written estimate of the costs and expenses to be incurred in connection with any
such relocation, and (iii) an officer's certificate of the party electing to
relocate its turbines to the effect that in the opinion of such party any such
relocation will improve the performance of such party's turbines, its Related
Turbine Equipment and the Power Substation, taken as a whole, after any such
relocation, together with the relevant engineering data and other documentation
relied upon in support of such opinion; and provided further, that Zond agrees
that in no event shall any of the Zond Turbines be relocated to any point on the
Operating Site which would be upwind of any of the Partnership Turbines.
5. Zond Turbines.
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5.1 The cost of construction of the Zond Turbines and the Related
Turbine Equipment associated with the Zond Turbines shall be the sole obligation
of Zond.
5.2 The Series B Partnership acknowledges and agrees that Zond owns
the Zond Turbines and the Related Turbine Equipment associated with the Zond
Turbines.
5.3 Each of the Zond Turbines shall be equipped with meters and
equipment for the measurement of the electric power produced by such turbine.
All such meters shall be tested by Zond, at Zond's expense, at least once each
year, and at any reasonable time upon request by the Series B Partnership or ZCC
III, at the expense of the requesting party. Metering equipment found to be
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inaccurate shall be repaired, adjusted or replaced by Zond, at Zond's expense,
such that the metering accuracy of said equipment shall be within two (2)
percent.
5.4 Zond shall, at its sole expense, maintain and repair the Zond
Turbines and the Related Turbine Equipment associated with such turbines in
accordance with the utility maintenance and repair practices maintained by ZCC
III with respect to the Partnership Turbines and the Partnership Windsystem
Facilities.
5.5 The Zond Turbines and Related Turbine Equipment associated with
such turbines shall be operated and maintained in a manner which will not
interfere with, disturb or endanger the Partnership Windsystem Facilities or
result in a diminution of the wind energy available for the production of
electric power from the Partnership Turbines on the Operating Site.
5.6 Zond agrees that ZCC III shall have the right to inspect the Zond
Turbines from time to time to ensure that such Turbines are in good operating
conditions and that the operation of the Zond Turbines is in compliance with
Section 5.5 above.
6. Contract Charges. All expenses payable by "Seller" under the Power
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Purchase Agreement for Edison Fees and Power Consumption Liability and payable
by Zond in connection with the administration of the Power Purchase Agreement
("Power Contract Costs") shall be shared by the Series B Partnership and Zond.
Zond shall be allocated the Zond Proportionate Share of Power Contract Charges.
For purposes of this Series B Co-Ownership Agreement, "Edison Fees" shall
include (i) all charges for access, operation and maintenance of the
Interconnection Facilities, under and as defined in the Interconnection
Facilities Agreement, Appendix A to the Power Purchase Agreement, as amended,
and (ii) any and all other charges by Edison pursuant to the Power Purchase
Agreement not based upon the amount of electrical power actually produced or
consumed by the turbines. For purposes of this Series B Co-Ownership Agreement,
Power Consumption Liability shall mean all charges by Edison for electricity
sold by Edison and used by the Zond Turbines and the Partnership Turbines
utilizing the Power Purchase Agreement.
7. Effective Date and Term
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7.1 The effective date of this Series B Co-Ownership Agreement shall,
upon the execution hereof by the Series B Partnership and Zond, be the date on
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which Edison shall have executed its consent to the amendment to the Power
Purchase Agreement contemplated herein (herein, the "Effective Date").
7.2 This Series B Co-Ownership Agreement shall commence on the
Effective Data and shall terminate concurrently with the termination of the
Power Purchase Agreement as provided therein, unless terminated earlier by
either party hereto upon not less than ninety (90) days' prior written notice to
the other party.
8. Liens.
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8.1 Right to Encumber. Each of Zond and the Series B Partnership may,
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at any time and from time to time during the term of this Series B Co-Ownership
Agreement, encumber, mortgage or hypothecate to any person or entity (herein,
the "Mortgagee") by deed of trust or mortgage or other security instrument, (the
"Mortgage") all or part of such party's interest under this Series B
Co-Ownership Agreement without the consent of the other, non-encumbering
co-owner. Any Mortgagee under a lien permitted hereunder shall agree not to
disturb the interest of the other co-owner and its Mortgagee.
8.2 Limitation on Transfer. Except as provided in paragraph 8.1 above,
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neither Zond nor the Series B Partnership shall be permitted to sell, assign,
sublease, hypothecate, transfer or dispose of, whether by operation of law or
otherwise, the whole or any part of this Agreement without the prior written
consent of the other co-owner which consent may not be unreasonably withheld or
delayed.
9. Project Management Responsibilities. The Series B Partnership and Zond
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acknowledge that in accordance with the Assignment, Zond is the designated
project manager on behalf of the Series B Partnership for purposes of the Power
Purchase Agreement. Zond hereby agrees to act as project manager on behalf of
the Series B Partnership and Zond for purposes of the Power Purchase Agreement.
Zond shall not receive any additional compensation from the Series B Partnership
for acting as project manager. The Series B Partnership hereby confirms and
agrees that it will not replace Zond as project manager without the prior
approval of Edison given in accordance with the provisions of Section 4.1.1 of
the Power Purchase Agreement.
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10. Lease
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10.1 Representations and Warranties of Zond Concerning Lease.
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(a) Zond represents and warrants to the Series B Partnership that
Zond has a leasehold interest in the Operating Site free and clear of any lien,
charge or encumbrance arising by, through or under it or any of its affiliates
or assigns (excluding the Series A Partnership and the Series B Partnership)
which would materially, adversely affect the right or ability of the Series B
Partnership to use the Operating Site for the purposes specified in this Series
B Co-Ownership Agreement, and/or to exercise its rights hereunder, pursuant
hereto or under the Power Purchase Agreement.
(b) As of the date first set forth above, the Lease is valid and
existing and is in full force and effect, and neither Zond nor the Lessor is in
default thereunder in any material respect in the performance by either of them
of any of their respective obligations thereunder.
(c) The execution, delivery and performance by Zond and the
Series B Partnership under and as contemplated in this Agreement (i) do not
require any notice or consent of the Lessor or any other Person, and (ii) will
not result in a breach of or constitute a default under the Lease.
10.2 Lease Payments. From and after the Effective Date of this
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Agreement, (i) any and all rent, including, without limitation, adjusted rent
payments, (ii) any and all real property taxes and/or assessments in respect of
the Operating Site and (iii) any and all utility or other charges (without
duplication of charges payable under Section 6 hereof) payable by Zond under the
Lease (collectively, herein, "Lease Payments") shall be shared pro rata by the
Series B Partnership on the basis of the rates of the aggregate rated capacity
of Turbines owned by the Series B Partnership and operated on the Operating Site
on December 31 of each year to the aggregate rated capacity of all wind turbines
operated on the Operating Site on December 31 of each such year (including,
without limitation, wind turbine generators owned by Zond and the Series B
Partnership). Zond shall compute the Series B Partnership pro rata share of each
such Lease Payment payable under the Lease, and will submit each such
computation in writing to the Series B Partnership, together with the relevant
statement, tax xxxx or other supporting data, as applicable. Not later than
fifteen (15) Business Days after receipt of such computation, the Series B
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Partnership shall pay or cause to be paid to Zond its pro rata share of each
such Lease Payment.
10.3 Performance of Lease. Zond covenants and agrees that, for the
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term of this Agreement, it will comply with the terms of, and perform its
obligations under, the Lease so as to maintain and preserve its rights and
interests thereunder and the rights and interests of the Series B Partnership
therein under and pursuant to this Agreement.
11. Indemnification. Zond agrees to indemnify and hold the Series B
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Partnership free and harmless from any losses, liabilities, claims, judgments,
damages, costs and expenses (including without limitation reasonable attorneys'
fees) caused by any breach by Zond, its affiliates or permitted assigns
(excluding the Series A Partnership and the Series B Partnership) or its agents
or employees of a duty, if any, imposed on it or any of them by law or under
this Series B Co-Ownership Agreement or for any injury or damage to persons or
property resulting from or attributable to the fault or neglect of Zond, its
affiliates or assigns (excluding the Series A Partnership and the Series B
Partnership) or its agents or employees. The Series B Partnership agrees to
indemnify and hold Zond harmless from any losses, liabilities, claims,
judgments, damages, costs and expenses (including without limitation reasonable
attorneys' fees) caused by a breach by the Series B Partnership, its agents or
employees (other than Zond or its affiliates) of a duty, if any, imposed on it
or any of them by law or under this Series B Co-Ownership Agreement or for any
injury or damage to persons or property resulting from or attributable to the
fault or neglect of the Series B Partnership, its agents or employees (other
than Zond or its affiliates).
12. Further Assurances. Each of the parties hereto agrees to perform
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all such acts (including, but not limited to, executing and delivering such
instruments and documents) as reasonably may be necessary to fully effectuate
each and all of the purposes and intent of this Series B Co-Ownership Agreement.
13. Arbitration.
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13.1 Agreement to Arbitrate Disputes. Except as provided in Section
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3.3 hereof, any controversy, claim or dispute between the parties arising out of
or related to this Series B Co-Ownership Agreement or the breach hereof which
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cannot be settled amicably by the parties, shall be submitted for arbitration in
accordance with the provisions contained herein and in accordance with the
Commercial Arbitration Rules of the American Arbitration Association ("Rules");
provided, however, that notwithstanding any provisions of such Rules, the
parties shall have the right to take depositions and obtain discovery regarding
the subject matter of the arbitration, as provided in Title III of Part 4
(commencing with Section 1985) of the California Code of Civil Procedure.
Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction. The arbitrators shall determine all questions of fact and
law relating to any controversy, claim or dispute hereunder, including but not
limited to, whether or not any such controversy, claim or dispute is subject to
the arbitration provisions contained herein.
13.2 Commencement of Proceedings. Any party desiring arbitration shall
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serve on the other party and the Los Angeles Office of the American Arbitration
Association, in accordance with the Rules, its Notice of Intent to Arbitrate
("Notice"), accompanied by the name of the arbitrator selected by the party
serving the Notice. A second arbitrator shall be chosen by the other party, and
a third arbitrator shall be chosen by the two arbitrators so selected. If the
party upon whom the Notice is served fails to select an arbitrator and advise
the other party of its selection within fifteen (15) days after receipt of the
Notice, the second arbitrator shall be selected by the first arbitrator. If the
two arbitrators so chosen cannot agree upon a third arbitrator within ten (10)
days after the appointment of a second arbitrator, the third arbitrator shall be
selected in accordance with the Rules. The arbitration proceedings provided
hereunder are hereby declared to be self-executing, and it shall not be
necessary to petition a court to compel arbitration.
13.3 Location. All arbitration proceedings shall be held in Los
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Angeles, California.
13.4 Filing Deadlines. Notice of the demand for arbitration shall be
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filed in writing with the other party to this Agreement and with the American
Arbitration Association. The demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in question has arisen,
and in no event shall it be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statutes of limitations.
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14. Miscellaneous Provisions
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14.1 Notices. Any notice required or permitted to be given by the
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provisions of this Series B Co-Ownership Agreement shall be conclusively deemed
to have been received by a party on the third business day following the date it
is mailed or on the date it is delivered to such party at the address indicated
on the signature page of this Series B Co-Ownership Agreement or at such other
address as the party may designate in accordance with the provisions of this
Section.
14.2 Amendment. This Series B Co-Ownership Agreement may not be
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amended, modified, cancelled, surrendered, subordinated or terminated without
the prior written consent of Zond and the Series B Partnership.
14.3 Assignment. Except as provided in this Section, Zond may not
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assign its rights and/or obligations under this Series B Co-Ownership Agreement
without the prior written consent of the Series B Partnership and ZCC III, which
consent shall not be unreasonably withheld. Any assignment or attempted
assignment which is made in violation of the foregoing sentence shall be null
and void. Notwithstanding the foregoing, Zond and the Series B Partnership agree
that either may collaterally assign (by encumbrance and/or other security
devices) all or any portion of its rights under this Section B Co-Ownership
Agreement to lenders to secure loans made to Zond or any of its affiliates or to
the Series B Partnership.
14.4 Successors and Assigns. Subject to Section 14.3, all of the terms
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and provisions of this Series B Co-Ownership Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and permitted
assigns of the parties hereof.
14.5 Construction of the Series B Production Agreement.
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(a) Governing Law. The terms and provisions of this Series B
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Co-Ownership Agreement shall be interpreted in accordance with the laws of the
State of California.
(b) Interpretation. The parties agree that the terms and
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provisions of this Series B Co-Ownership Agreement embody their mutual intent
and that they are not to be construed more liberally in favor of, nor more
strictly against, any party hereto.
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(c) Partial Invalidity. If any term or provision of this Series B
Co-Ownership Agreement or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Series
B Co-Ownership Agreement, or the application of any such term or provision to
persons or circumstances other than those to which it is held invalid or
unenforceable, as the case may be, shall not be affected thereby, and each
remaining term and provision of this Series B Co-Ownership Agreement shall be
valid and enforceable to the fullest extent permitted by law.
(d) Headings and References. The section and subsection headings
contained in this Series B Co-Ownership Agreement are for purposes of reference
and convenience only and shall not affect in any way the meaning or
interpretation of any provision of this Series B Co-Ownership Agreement. Unless
otherwise indicated, all references to Sections are to Sections in this Series B
Co-Ownership Agreement.
(e) Number and Gender. Where appropriate: words in the singular
include the plural, and vice versa; words in the neuter gender include the
masculine and feminine genders, and vice versa; and words in the masculine
gender include the feminine gender, and vice versa.
14.6 Attorneys' Fees. If any party to this Series B Co-Ownership
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Agreement brings any action or proceeding (including, but not limited to,
arbitration) for enforcement, protection or establishment of any right or remedy
under this Series B Co-Ownership Agreement or for the interpretation of this
Series B Co-Ownership Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and costs in connection with such action
or proceeding, whether or not taxable.
14.7 Authority. Zond and the Series B Partnership each represents and
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warrants to the other that this Series B Co-Ownership Agreement has been duly
authorized, executed and delivered by it and that its obligations under this
Series B Co-Ownership Agreement are legal, valid and binding obligations
enforceable against it in accordance with the terms of this Series B
Co-Ownership Agreement.
14.8 Counterparts. This Series B Co-Ownership Agreement may be
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executed in counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
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14.9 Entire Agreement. The provisions of this Series B Co-Ownership
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Agreement constitute the entire understanding and agreement between the parties
regarding the subject matter of this Series B Co-Ownership Agreement and each
party represents and Warrants to the other that no representation, warranty or
inducement has been made to it regarding its rights which is not expressly set
forth in this Series B Co-Ownership Agreement.
IN WITNESS WHEREOF, the parties have executed this Series B
Co-Ownership Agreement as of the day and year first written above.
ZOND SYSTEMS, INC., a
California corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: ------------------------
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California
limited partnership
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
By its authorized general partner:
ZOND WINDSYSTEMS MANAGEMENT
CORPORATION IV, a California
corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: ----------------------------
AGREED AND CONSENTED TO:
ZOND CONSTRUCTION CORPORATION III,
By: /s/ Xxxxxxx X. Xxxxx
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Title:
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Date:
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PROPERTY DESCRIPTION
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Exhibit A
EXHIBIT "A"
Legal Description of Leased Premises
PARCEL 1: Assessor's Parcel Number 000-000-00
Approximately 141.34 acres consisting of:
All that portion of the Northeast quarter of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 34 East, Mount Diablo Meridian, in the unincorporated area, County
of Xxxx, State of California, as per the official plat thereof on file in the
office of the Surveyor General, lying southwesterly of the Southern Pacific
Railroad Right of Way.
All that portion of the Southeast quarter of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 34 East, Mount Diablo Meridian, in the unincorporated area, County
of Xxxx, State of California, as per the official plat thereof on file in the
office of the Surveyor General. EXCEPTING THEREFROM ALL OF THE FOLLOWING:
All that portion of the Southeast quarter of Section 34, lying within
the Southern Pacific Railroad Right of Way, being 100 feet in width, as same now
exists.
All that portion of the Southeast quarter of Section 34, conveyed to
Southern Pacific Railroad Company, a corporation, by deed recorded in Book 52,
Page 73 of deeds.
All that portion of the Southeast quarter of Section 34, conveyed to
the Mojave-Bakersfield Railroad Company, by deed recorded May 11, 1914 in Book
291 page 187 of deeds, and by deed recorded June 13, 1914 in Book 291, page 421
of deeds.
All that portion of the Southeast quarter of Section 34, conveyed to
the Southern Pacific Railroad Company by deed recorded December 28, 1900 in Book
110, Page 264 of deeds.
All that portion of the Southeast quarter of Section 34, conveyed to
the State of California, for public highway purposes, by deed recorded August 1,
1936 in Book 657, page 10 and Book 643, page 472 both of official records.
All that portion of the Southeast quarter of said Section 34, conveyed
to the State of California for public highway purposes by deed recorded March 4,
1939 in Book 846, page 202 of official records.
All that portion of the Southeast quarter of said Section 34, conveyed
to the State of California for freeway purposes, recorded May 15, 1978 in book
4160, page 906 of official records.
All that portion of the Southeast quarter lying northeasterly of State
Highway 58.
PARCEL 2: ASSESSOR'S PARCEL NUMBER 000-000-00
APPROXIMATELY 8.6 ACRES CONSISTING OF:
All that portion of the Northeast quarter of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 34 East, Mount Diablo Meridian, in the unincorporated area of the
County of Xxxx, State of California, as per the official plat thereof on file in
the office of the Surveyor General, lying Xxxxxxxxxxxxx xx Xxxxx Xxxxxxx Xxxxx
Xx. 00; EXCEPTING THEREFROM THE FOLLOWING:
All that portion of the Northeast quarter of said Section 34, lying
southwesterly of the Southern Pacific Railroad.
All that portion of the Northeast quarter of said Section 34, lying
within the Southern Pacific Railroad Right of Way being 100 feet in width, as
same now exists.
All that portion of the Northeast quarter of said Section 34, conveyed
to Southern Pacific Railroad Company, a corporation, by deed recorded in Book
52, page 73 of deeds.
All that portion of the Northeast quarter of said Section 34, conveyed
to the State of California for public highway purposes, in deeds recorded
August 1, 1936 in book 657, page 10 and book 643, page 472 both of official
records.
All that portion of the Northeast quarter of said Section 34, conveyed
to Xxxxxxx Xxxxxx, et ux, by deed recorded September 15, 1953 in Book 2157, page
19 of official records.
All that portion of the Northeast quarter of said Section 34, conveyed
to the State of California for freeway purposes, by deed recorded May 15, 1968
in book 4160, page 906 of official records.
PARCEL 3: ASSESSOR'S PARCEL NUMBER 000-000-00
APPROXIMATELY 160 ACRES CONSISTING OF:
The Southwest quarter of Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 34 East,
Mount Diablo Meridian, in the unincorporated area of the County of Xxxx, State
of California, as per the official plat thereof on file in the office of the
Surveyor General:
EXCEPT all coal and other minerals in and under said land as reserved
in the patent from the United States of America, recorded January 19, 1932 in
book 363, page 468 of official records.
PARCEL 4: ASSESSOR'S PARCEL NUMBER 000-000-00
APPROXIMATELY 16.47 ACRES CONSISTING OF:
That portion of the Northeast quarter of Section 00, Xxxxxxxx 00
Xxxxx, Xxxxx 34 East, Mont Diablo Meridian, in the unincorporated area of the
County of Xxxx, State of California, as per the official plat thereof on file in
the office of the Surveyor General, lying southwesterly of County Road Xx. 000
xxx Xxxxxxxxxxxxx xx Xxxxx Xxxxxxx Xxxxx Xx. 00; Excepting the 4.38 acres of
Assessor's Parcel Number 000-000-00.
EXHIBIT B
See attached Map
[MAP]
