Exhibit 10.12
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Recording Requested by
TICOR TITLE INSURANCE
Order No. 575680 DJ
AND WHEN RECORDED RETURN TO:
XXXXX X. XXXXXXXX, ESQ.
c/o Zond Systems, Inc.
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
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SERIES B POWER TRANSFER FACILITIES AGREEMENT
Between
ZOND SYSTEMS, INC.,
a California corporation
and
ZOND WINDSYSTEM PARTNERS, LTD. SERIES 85-B,
A California Limited Partnership
September 9, 1985
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SERIES B POWER TRANSFER FACILITIES AGREEMENT
TABLE OF CONTENTS
Section Page
------- ----
1. Certain Definitions................................................................2
1.1 "Effective Date"..........................................................2
1.2 "Power Purchase Contract".................................................2
1.3 "Power Transfer Facilities"...............................................2
1.4 "Series B Construction Agreement".........................................2
1.5 "ZCC III Purchase Notes"..................................................2
2. Installation and Ownership of Power Transfer Facilities............................2
2.1 Installation..............................................................2
2.2 Ownership.................................................................3
3. Shared Use of Power Transfer Facilities............................................3
4. Additional Users and Use of Excess Capacity........................................3
5. Effective Date and Term............................................................4
5.1 Effective Date............................................................4
5.2 Term......................................................................4
6. Maintenance and Repair of Power Transfer Facilities; Payment of Costs Thereof......4
6.1 Maintenance and Repair....................................................4
6.2 Payment of Costs of Maintenance and Repair................................5
7. Destruction or Damage..............................................................5
8. Insurance..........................................................................5
9. Non-Disturbance....................................................................5
10. Compliance.........................................................................5
11. Liens..............................................................................6
12. Protection of Series B Partnership Rights..........................................6
13. Indemnification....................................................................6
14. Miscellaneous Provisions...........................................................7
14.1 Notices...................................................................7
14.2 Waiver....................................................................7
(i)
14.3 Certain Actions Affecting Series B PTF Agreement..........................7
14.4 Assignment................................................................7
14.5 Successors and Assigns....................................................8
14.6 Further Assurances........................................................8
14.7 Construction of Series B PTF Agreement....................................8
14.8 Attorneys' Fees...........................................................9
14.9 Partition.................................................................9
14.10 No Partnership or Joint Venture...........................................9
14.11 Recordation...............................................................9
14.12 Quitclaim Deed............................................................9
14.13 Authority.................................................................9
14.14 Counterparts.............................................................10
14.15 Entire Agreement.........................................................10
SIGNATURE PAGE.............................................................................11
(ii)
SERIES B POWER TRANSFER FACILITIES AGREEMENT
THIS SERIES B POWER TRANSFER FACILITIES AGREEMENT ("Series B PTF
Agreement") is made as of September 9th, 1985 by and between ZOND SYSTEMS, INC.,
a California corporation ("Zond"), and ZOND WINDSYSTEM PARTNERS, LTD. SERIES
85-B, a California Limited Partnership ("Series B Partnership"), in view of the
following facts:
A. Pursuant to that certain Series B Wind Park Easement
Agreement ("Series B Easement Agreement") between Zond Construction Corporation
III, a California corporation ("ZCC III"), and Series B Partnership, ZCC III
granted to Series B Partnership a non-exclusive easement to enter and use, for
the purposes specified therein, certain real property (the "Operating Site")
located in Xxxx County, California, which property is more particularly
described in Exhibit A hereto.
B. Pursuant to that certain Series A Wind Park Easement
Agreement ("Series A Easement Agreement") between ZCC III and Zond Windsystem
Partners, Ltd. Series 85-A, a California Limited Partnership ("Series A
Partnership"), ZCC III granted to Series A Partnership a non-exclusive easement
to enter and use, for the purposes specified therein, the Operating Site.
X. Xxxxxxxx to that certain Xxxxx of Easement
(Interconnect) (Series B) ["Series B Grant of Interconnect Easement"] between
Zond and Series B Partnership, Zond granted to Series B Partnership a
non-exclusive easement to install, construct, operate, maintain, repair,
inspect, replace and remove the Power Transfer Facilities (as defined in Section
1.2) in, upon, across, under and above certain real property ("Servient
Tenement") located in Xxxx County, California and more particularly described in
Exhibit B hereto, all as provided in, and subject to the provisions of, the
Series B Grant of Interconnect Easement.
X. Xxxxxxxx to that certain Xxxxx of Easement
(Interconnect) (Series A) ["Series A Grant of Interconnect Easement"] between
Zond and Series A Partnership, Zond granted to Series A Partnership a
non-exclusive easement to install, construct, operate, maintain, repair,
inspect, replace and remove the Power Transfer Facilities (as defined in Section
1.2) in, upon, across, under and above the Servient Tenement, all as provided
in, and subject to the provisions of, the Series A Grant of Interconnect
Easement.
E. Pursuant to that certain Corporation Xxxxx Xxxx from
Zond to ZCC III, Zond conveyed the Operating Site to ZCC III reserving, however,
to Zond, its successors and assigns, among other reservations, a perpetual,
non-exclusive easement (the "Zond Power Transfer Facilities Easement") to
install, construct, operate, maintain, repair, inspect, restore, replace and
remove a 66KV power transfer line and the equipment interconnecting such 66KV
power transfer line to the power grid owned by Southern California Edison
Company, a California public utility, proximate to the Operating Site
1
across, upon, in, under and above the Operating Site at the location determined
in the Rider attached to such Corporation Grant Deed.
X. Xxxx desires to provide Series B Partnership with
certain rights with respect to using, on a shared non-exclusive basis, the Power
Transfer Facilities.
X. Xxxx will provide Series A Partnership with certain
rights pursuant to a Series A Power Transfer Facilities Agreement ("Series A PTF
Agreement") with respect to using, on a shared non-exclusive basis, the Power
Transfer Facilities.
NOW, THEREFORE, based on the foregoing and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Zond and Series B Partnership agree as follows:
1. Certain Definitions.
As used in this Series B PTF Agreement, the following terms
shall have the designated meaning:
1.1 "Effective Date" means the Effective Date as
defined in Section 5.1.
1.2 "Power Purchase Contract" means collectively
those four (4) Power Purchase Contracts each dated June 22, 1984, between Zond
and Southern California Edison Company, a California public utility, and
designated Monolith IV, Monolith V, Monolith VI and Monolith VII, respectively.
1.3 "Power Transfer Facilities" means collectively,
the 66KV power transfer line, an SCE interconnect facility and other related
wires, lines, cables and devices with associated poles, anchors, fixtures,
conduits, service boxes and other appurtenances to be constructed by Zond, at
its sole expense, upon the Servient Tenement and the Operating Site for the use
by Series B Partnership and Series A Partnership in accordance with this Series
B PTF Agreement and the Series A PTF Agreement.
1.4 "Series B Construction Agreement" means that
certain Windsystem Construction Agreement between ZCC III and Series B
Partnership.
1.5 "ZCC III Purchase Notes" means any promissory
note or notes given by Series B Partnership to ZCC III in connection with the
purchase of wind turbine generators by Series B Partnership from ZCC III
pursuant to the Series B Construction Agreement.
2. Installation and Ownership of Power Transfer Facilities.
2.1 Installation.
Zond and Series B Partnership acknowledge that
the Power Transfer Facilities have already been, or are in the process of being,
installed by Zond, at
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its sole expense, on the Servient Tenement (in accordance with the Series B
Grant of Interconnect Easement and the Series A Grant of Interconnect Easement)
and the Operating Site (in accordance with the Zond Power Transfer Facilities
Easement). If the installation of the Power Transfer Facilities has not been
completed as of the date of this Series B PTF Agreement, Zond, at its sole
expense, agrees to complete installation as soon as reasonably possible.
2.2 Ownership.
Series B Partnership acknowledges and agrees
that Xxxx owns the Power Transfer Facilities.
3. Shared Use of Power Transfer Facilities.
Upon the Effective Date, Series B Partnership, at no
expense to it other than as provided in Section 6.2, shall have the right to,
and be entitled to, use on a shared non-exclusive basis the Power Transfer
Facilities until the termination of this Series B PTF Agreement. Series B
Partnership acknowledges and agrees that its use of the Power Transfer
Facilities will be shared non-exclusively with Series A Partnership and that
Series A Partnership shall have the right to use on a shared non-exclusive basis
the Power Transfer Facilities in accordance with the Series A PTF Agreement.
4. Additional Users and Use of Excess Capacity.
Series B Partnership acknowledges and understands that
Zond reserves the right at any time and from time to time to allow persons or
entities other than Series B Partnership and Series A Partnership to use on a
shared non-exclusive basis the capacity of the Power Transfer Facilities which
is in excess of that required by Series B Partnership and Series A Partnership.
In exercising its rights under this Section, Xxxx agrees that:
(i) It will not, and will not permit such others to,
interfere with Series B Partnership's use and enjoyment of the Power Transfer
Facilities and its rights under this Series B PTF Agreement.
(ii) It will not allow any use by others of the Power
Transfer Facilities which would result in an overloading of the capacity of the
Power Transfer Facilities such that the use thereof by Series B Partnership and
Series A Partnership would be adversely affected. Zond and Series B Partnership
agree that the capacity of the Power Transfer Facilities required by Series A
Partnership is 16 MWs and that the capacity of the Power Transfer Facilities
required by Series B Partnership is 24 MWs.
(iii) It will cause all other users (including without
limitation Series A Partnership) of the Power Transfer Facilities to comply with
all terms and provisions of their agreements with Zond, non-compliance with
which would have an adverse effect on Series B Partnership's use and enjoyment
of the Power Transfer Facilities and its rights under this Series B PTF
Agreement.
3
(iv) It will cause to be included in each agreement with
each other user all terms and provisions necessary and appropriate to carry out
its obligations to Series B Partnership under this Series B PTF Agreement.
(v) Except for Series A PTF Agreement, Xxxx agrees that
the general partner of Series B Partnership and the general partner of Series A
Partnership shall have the right to review and consent to the terms of any such
agreements relating to the use of the excess capacity of the Power Transfer
Facilities, in order to reasonably assure that the terms of such agreements do
not violate the terms of this Series B PTF Agreement then in effect or the terms
of the Series A PTF Agreement then in effect, respectively, or the terms of the
Power Purchase Contract. Series B Partnership agrees with Zond that Series B
Partnership's consent will not be unreasonably withheld. If such consent is
granted, as a further condition, Zond shall supply Series B Partnership with an
opinion of reasonably acceptable counsel, which opinion shall in form and
substance be reasonably acceptable to Series B Partnership and shall state that
the terms of such agreements will not subject Series B Partnership to additional
regulation under Federal or California utilities laws.
5. Effective Date and Term.
5.1 Effective Date.
The Effective Date of this Series B PTF Agreement shall
be the date on which the Power Transfer Facilities are certified to be
operational by Zond to Series B Partnership pursuant to a Power Transfer
Facilities Completion Certificate delivered by Zond to Series B Partnership in
accordance with the provisions of the Series B Construction Agreement.
5.2 Term.
This Agreement shall commence on the Effective
Date and terminate on June 30, 2006 (the "Scheduled Expiration Date"); provided,
however, this Series B PTF Agreement shall terminate before the Scheduled
Expiration Date in the event of, and upon the date of, the termination of the
Series B Easement Agreement pursuant to Section 8.2 (entitled "Remedies on
Default") of the Series B Easement Agreement.
6. Maintenance and Repair of Power Transfer Facilities;
Payment of Costs Thereof.
6.1 Maintenance and Repair.
Zond, at its sole expense, shall maintain and
repair the Power Transfer Facilities in accordance with customary utility
maintenance and repair practice and as may be required under the Power Purchase
Contract so that Series B Partnership at all times may use the Power Transfer
Facilities for their intended purposes.
4
6.2 Payment of Costs of Maintenance and Repair.
Series B Partnership shall pay its prorata share
of the maintenance and repair costs of the Power Transfer Facilities by
reimbursing Zond in the amount of such prorata share. Series B Partnership's
prorata share of such costs shall be determined on the basis of the ratio of the
aggregate rated capacity of wind turbine generators owned and operated by Series
B Partnership on the Operating Site during each calendar quarter (determined on
the last day thereof) to the aggregate rated capacity of all wind turbine
generators (whether on the Operating Site or elsewhere) using the Power Transfer
Facilities during each corresponding calendar quarter (determined on the last
day thereof). Series B Partnership's payments due and payable under this Section
shall be paid not later than sixty (60) days after the end of each calendar
quarter provided that the first calendar quarter shall be deemed to be the
period running from the Effective Date to March 31, 1986. Zond shall compute
such prorata share quarterly and submit each such computation in writing to
Series B Partnership so that Series B Partnership may pay timely such prorata
share.
7. Destruction or Damage.
In the event of any destruction of, or damage to, the
Power Transfer Facilities or any portion thereof, Zond at its sole expense shall
as soon as possible rebuild, restore and/or repair the destroyed or damaged
Power Transfer Facilities or portion thereof destroyed or damaged.
8. Insurance.
Zond at its sole expense shall obtain and maintain, or
cause to be obtained and maintained, during the term of this Series B PTF
Agreement insurance coverage covering loss or damage to the Power Transfer
Facilities, in the amount of the full replacement cost thereof, as such cost may
exist from time to time, against all perils included within the classification
of fire, extended coverage, vandalism, malicious mischief and special extended
perils ("all risk" as such term is used in the insurance industry).
9. Non-Disturbance.
Series B Partnership shall not interfere with, disturb,
endanger or adversely affect Series A Partnership's use and enjoyment of the
Power Transfer Facilities pursuant to the Series A PTF Agreement. Zond shall not
interfere with, disturb, endanger or adversely affect Series B Partnership's use
and enjoyment of the Power Transfer Facilities pursuant to this Series B PTF
Agreement.
10. Compliance.
Zond at its sole expense shall comply with all laws,
statutes, ordinances, rules and regulations of all municipal, state and Federal
authorities now in force or which may hereafter be in force pertaining to Zond's
ownership and operation of the Power Transfer Facilities. Series B Partnership
at its sole expense shall comply with
5
all laws, statutes, ordinances, rules and regulations of all municipal, state
and Federal authorities now in force or which may hereafter be in force
pertaining to Series B Partnership's use of the Power Transfer Facilities and
the exercise of its rights under this Series B PTF Agreement.
11. Liens.
Zond agrees to keep the Power Transfer Facilities at all
times free and clear of any liens arising by, through or under it or any of its
affiliates or assigns (excluding Series B Partnership and Series A Partnership)
which would materially adversely affect the right or ability of Series B
Partnership to use the Power Transfer Facilities and/or to exercise its rights
under this Series B PTF Agreement. Series B Partnership agrees to keep the Power
Transfer Facilities at all times after the date of recordation of this Series B
PTF Agreement free and clear of any liens arising by, through or under it which
are not consented to in writing by Xxxx prior to the creation thereof.
12. Protection of Series B Partnership Rights.
Xxxx agrees to notify Series B Partnership as soon as
possible after Xxxx becomes aware of any event or threatened event which
reasonably could be expected to interfere with Series B Partnership's rights
under this Series B PTF Agreement. Should Series B Partnership receive any such
notice from Zond or should Series B Partnership become aware of any such event
or threatened event, Series B Partnership shall be entitled to perform such acts
and to make such payments, after giving Zond ten (10) days prior written notice
of its intention to do so (except that if such event or threatened event is
likely to occur within less than ten days, Series B Partnership shall not be
required to give Zond any such written notice), as may be necessary or
appropriate to preserve the rights of Series B Partnership under this Series B
PTF Agreement. In the event that Series B Partnership makes any such payments,
Xxxx immediately shall repay the amount thereof, together with interest thereon
at the then prime rate of a New York clearing house bank designated by Series B
Partnership plus 4%, but not in excess of the maximum rate allowed under
California law, from the date of payment by Series B Partnership to the date of
repayment by Zond. In the event that Zond does not comply with, or only
partially complies with, its repayment obligations in the preceding sentence,
Series B Partnership shall be entitled to offset those amounts which Zond is to
repay Series B Partnership against amounts owing Zond by Series B Partnership
under this Series B PTF Agreement.
13. Indemnification.
Zond agrees to indemnify and hold Series B 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 assigns (excluding Series B
Partnership and Series A 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 PTF 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
6
Series B Partnership and Series A Partnership) or its agents or employees.
Without limiting the generality of the preceding, Xxxx agrees to indemnify and
hold Series B Partnership free and harmless from any losses, liabilities,
claims, judgments, damages, costs and expenses (including without limitation
reasonable attorneys' fees) caused by any defect in the design of the Power
Transfer Facilities or any defect in the workmanship involved in the
construction of the Power Transfer Facilities or for any injury or damage to
persons or property resulting from or attributable to any defect in the design
of the Power Transfer Facilities or any defect in the workmanship involved in
the construction of the Power Transfer Facilities. 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 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 PTF Agreement or for any injury or
damage to persons or property resulting from or attributable to the fault or
neglect of Series B Partnership, its agents or employees, (other than Zond or
its affiliates).
14. Miscellaneous Provisions.
14.1 Notices.
Any notice required or permitted to be given by
the provisions of this Series B PTF 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 PTF Agreement or at such other address as
the party may designate in accordance with the provisions of this Section.
14.2 Waiver.
No waiver of any right under this Series B PTF
Agreement shall be effective for any purpose unless in writing and signed by the
party possessing the right. No such waiver shall be construed to be a waiver of
any subsequent right or of any other right, term or provision of this Series B
PTF Agreement.
14.3 Certain Actions Affecting Series B PTF
Agreement.
This Series B PTF Agreement may not be amended,
modified, cancelled, surrendered, subordinated or terminated without the prior
written consent of Zond and Series B Partnership.
14.4 Assignment.
Except as provided in this Section, neither Zond
nor Series B Partnership may assign its rights and/or obligations under this
Series B PTF Agreement without the prior written consent of the other party,
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 Series B Partnership agree
that either may collaterally assign (by encumbrance
7
and/or other security devices) all or any portion of its rights under this
Series B PTF Agreement to lenders to secure loans made to Zond or any of its
affiliates or to Series B Partnership, including without limitation loans made
to ZCC III or loans evidenced by the ZCC III Purchase Notes.
14.5 Successors and Assigns.
Subject to Section 14.4, all of the terms and
provisions of this Series B PTF Agreement shall be binding upon and shall inure
to the benefit of and be enforceable by the sucessors and permitted assigns of
the parties hereof.
14.6 Further Assurances.
Each of the parties hereto agrees to perform 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 PTF Agreement.
14.7 Construction of Series B PTF Agreement.
14.7.1 Governing Law. The terms and provisions
of this Series B PTF Agreement shall be interpreted in accordance with the laws
of the State of California.
14.7.2 Interpretation. The parties agree that
the terms and provisions of this Series B PTF 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.
14.7.3 Partial Invalidity. If any term or
provision of this Series B PTF Agreement or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Series B PTF 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 PTF Agreement shall be valid
and enforceable to the fullest extent permitted by law.
14.7.4 Headings and References. The section and
subsection headings contained in this Series B PTF 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 PTF Agreement. Unless otherwise
indicated, all references to Sections are to Sections in this Series B PTF
Agreement.
14.7.5 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.
8
14.8 Attorneys' Fees.
If any party to this Series B PTF Agreement
brings any action or proceeding for the enforcement, protection or establishment
of any right or remedy under this Series B PTF Agreement, or for the
interpretation of this Series B PTF 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, as awarded by the trier of
fact in such action or proceeding.
14.9 Partition.
Series B Partnership hereby waives and disclaims
any right to partition all or any portion of its rights under this Series B PTF
Agreement.
14.10 No Partnership or Joint Venture
Neither the shared use of the Power Transfer
Facilities by Series B Partnership and Series A Partnership, nor any of the
provisions of this Series B PTF Agreement or the Series A PTF Agreement, nor any
acts of Series B Partnership and/or Series A Partnership, nor any other
circumstances, shall be deemed to create a partnership or joint venture with
respect to the use of the Power Transfer Facilities between Series B Partnership
and Series A Partnership for any purpose whatsoever.
14.11 Recordation.
Series B Partnership may record this Series B
PTF Agreement as permitted by applicable law. The recordation of either this
Series B PTF Agreement or the Series A PTF Agreement prior to the recordation of
the other shall not mean that the first to be recorded has priority over the
other. The time of recording shall not affect the priority of this Series B PTF
Agreement and the Series A PTF Agreement, both of which, despite any different
times of recording, shall be of the same and equal priority.
14.12 Quitclaim Deed.
Upon the termination of this Series B PTF
Agreement, Series B Partnership agrees to execute and deliver to Xxxx,
immediately upon Xxxx's request, a recordable quitclaim deed in favor of Zond or
its designated nominee or assignee providing for the termination of this Series
B PTF Agreement.
14.13 Authority.
Zond and Series B Partnership each represent and
warrant to the other than this Series B PTF Agreement has been duly authorized,
executed and delivered by it and that its obligations under this Series B PTF
Agreement are legal, valid and binding obligations enforceable in accordance
with the terms of this Series B PTF Agreement.
9
14.14 Counterparts.
This Series B PTF Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.
14.15 Entire Agreement.
The provisions of this Series B PTF Agreement
constitute the entire understanding and agreement between the parties regarding
the subject matter of this Series B PTF 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 PTF Agreement.
10
IN WITNESS WHEREOF, the parties have executed this Series A PTF
Agreement as of the day and year first written above.
ZOND SYSTEMS, INC.,
a California corporation
Dated: September 11, 1985 By /s/ XXXXX X. XXXXXXXX
--------------------------------
XXXXX X. XXXXXXXX,
Senior Vice President
and General Counsel
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
Dated: September 11, 1985 By /s/ XXXXX X. XXXXXXXX
--------------------------------
XXXXX X. XXXXXXXX,
Senior Vice President
and General Counsel
[NOTARIAL ACKNOWLEDGMENT PAGE ATTACHED]
11
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On September 11, 1985, before me, the undersigned, a Notary Public in and for
said State, personally appeared XXXXX X. XXXXXXXX, personally known to me or
proved to me on the basis of satisfactory evidence to be the person who executed
the within instrument as the Senior Vice President and General Counsel of Zond
Systems, Inc., the corporation that executed the within instrument, and
acknowledged to me that such corporation executed the same pursuant to its
by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
Signature /s/ Xxxxxx Xxxxxx [Notary Seal]
-------------------------
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On September 11, 1985, before me, the undersigned, a Notary Public in and for
said State, personally appeared XXXXX X. XXXXXXXX, personally known to me or
proved to me on the basis of satisfactory evidence to be the person who executed
the within instrument as the Senior Vice President and General Counsel of Zond
Windsystems Management Corporation IV, the corporation that executed the within
instrument as the general partner of Zond Windsystem Partners, Ltd. Series 85-B,
the partnership that executed the within instrument, and acknowledged to me that
such corporation executed the within instrument as such partner and that such
partnership executed the same.
WITNESS my hand and official seal.
Signature /s/ Xxxxxx Xxxxxx [Notary Seal]
-------------------------
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EXHIBIT A
TO SERIES B POWER TRANSFER
FACILITIES AGREEMENT
Legal Description of the Operating Site:
ALL OF SECTION 33, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION OF SAID SECTION 33, THAT IS INCLUDED WITHIN THE LAND
DESCRIBED AS PARCEL IF IN THE FINAL ORDER OF CONDEMNATIQN HAD IN XXXX COUNTY
SUPERIOR COURT, CASE NO. 101028, A CERTIFIED COPY THEREOF WAS RECORDED JULY 23,
1970 IN BOOK 4420 PAGE 123, OFFICIAL RECORDS.
ALSO EXCEPT ALL THAT PORTION WITHIN THE RIGHT OF WAY, 200 FEET WIDE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY AS GRANTED BY ACT OF CONGRESS OF JULY 27,
1866.
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EXHIBIT B
TO SERIES B POWER TRANSFER
FACILITIES AGREEMENT
Legal Description of Property Constituting the Servient Tenement:
A. ALL OF FRACTIONAL SECTION 31, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT
DIABLO MERIDAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE
OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
B. THE NORTH HALF, SOUTH HALF OF THE SOUTHEAST QUARTER, NORTHEAST QUARTER
OF THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 32 SOUTH, RANGE 34
EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
XXXX, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION IN DRY SALT LAKE AS SAID LAKE IS SO DESIGNATED AND
SHOWN UPON THE OFFICE SURVEY OF SAID TOWNSHIP RETURNED TO THE GENERAL
LAND OFFICE AT WASHINGTON, D.C. AND APPROVED BY THE SURVEYOR GENERAL OF
CALIFORNIA ON MAY 14, 1856.
14
