Exhibit 10.8(i)
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SERIES A POWER CO-OWNERSHIP AGREEMENT
This Series A Power Co-Ownership Agreement ("Series A
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-A, a California limited partnership (the
"Series A Partnership").
RECITALS
A. Southern California Edison Company ("Edison") and Zond
entered into a Power Purchase Contract -- Monolith I, 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 A Partnership pursuant to an Assignment of Power
Purchase Contracts ("Assignment") dated as of September 9, 1985.
C. The Series A 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 A 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 A 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 A 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.
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 megawatt power
station related to the operation of Partnership Turbines.
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1.5 "Power Transfer Facilities" means collectively, the 66KV
power transfer line, an Edison interconnect facility and other related wires,
lines, cables and devices with associated poles, anchors, fixtures, conduits,
service 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 B Partnership" shall mean the Zond Windsystem
Partners, Ltd. Series 85-B, 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 A Partnership hereby agree
that they 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 A 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 1 (one) megawatt. The parties
recognize that Zond is acting as Project Manager for itself and as agent on
behalf of the Series A Partnership.
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3. Disposition of Revenues.
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 A Partnership and Zond. The
Series A 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 A Partnership and Zond
agree that, as between the Series A Partnership and Zond, such SCE Payments
allocated herein to the Series A Partnership are the sole property of the Series
A 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 A Partnership, to be paid over to the Series A 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 A 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 A 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 A
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 A Partnership have reached agreement on its proper
allocation or the dispute is otherwise resolved. The Series A 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
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 A 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 B Partnership (b) the Series B 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
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 A 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 A
Partnership or ZCC III, at the expense of the
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requesting party. Metering equipment found to be 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 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 A Partnership
and Zond. Zond shall be allocated the Zond Proportionate Share of Power Contract
Charges. For purposes of this Series A 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 A 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.
7.1 The effective date of this Series A Co-Ownership
Agreement shall, upon the execution hereof by the Series A Partnership and Zond,
be the date on which
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Edison shall have executed its consent to the amendment to the Power Purchase
Agreement contemplated herein 2 (herein, the "Effective Date")
7.2 This Series A Co-Ownership Agreement shall commence on
the Effective Date 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.
8.1 Right to Encumber. Each of Zond and the Series A
Partnership may, at any time and from time to time during the term of this
Series A 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 A 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, neither Zond nor the Series A 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 A Partnership
and Zond acknowledge that in accordance with the Assignment, Zond is the
designated project manager on behalf of the Series A Partnership for purposes of
the Power Purchase Agreement. Zond hereby agrees to act as project manager on
behalf of the Series A Partnership and Zond for purposes of the Power Purchase
Agreement. Zond shall not receive any additional compensation from the Series A
Partnership for acting as project manager. The Series A 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.
10.1 Representations and Warranties of Zond Concerning Lease.
(a) Zond represents and warrants to the Series A
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 A 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 A 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 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 A Partnership on the basis of the rates of the aggregate
rated capacity of Turbines owned by the Series A 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 A Partnership pro rata
share of each such Lease Payment payable under the Lease, and will submit each
such computation in writing to the Series A 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 A
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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 term of this Agreement that 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 A Partnership
therein under and pursuant to this Agreement.
11. Indemnification. Zond agrees to indemnify and hold the Series A
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 A 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 A 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 A 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 A 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 A Partnership, its agents or employees (other
than Zond or its affiliates).
12. 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 A Co-Ownership
Agreement.
13. Arbitration.
13.1 Agreement to Arbitrate Disputes. Except as provided in
Section 3.3 hereof, any controversy, claim or dispute between the parties
arising out of or related to this Series A Co-Ownership Agreement or the breach
hereof
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which 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 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 Angeles, California.
13.4 Filing Deadlines. Notice of the demand for arbitration
shall be 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.
14.1 Notices. Any notice required or permitted to be given by
the provisions of this Series A 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 A 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 A Co-Ownership Agreement may not
be amended, modified, cancelled, surrendered, subordinated or terminated without
the prior written consent of Zond and the Series A Partnership.
14.3 Assignment. Except as provided in this Section, Zond may
not assign its rights and/or obligations under this Series A Co-Ownership
Agreement without the prior written consent of the Series A 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 A
Partnership agree that either may collaterally assign (by encumbrance and/or
other security devices) all or any portion of its rights under this Series A
Co-Ownership Agreement to lenders to secure loans made to Zond or any of its
affiliates or to the Series A Partnership.
14.4 Successors and Assigns. Subject to Section 14.3, all of
the terms and provisions of this Series A 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 A Production Agreement.
(a) Governing Law. The terms and provisions of this
Series A 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 provisions of this Series A 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 A 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 A 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 A 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 A 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 A Co-Ownership
Agreement. Unless otherwise indicated, all references to Sections are to
Sections in this Series A 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 A
Co-Ownership 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 A Co-Ownership Agreement or for the
interpretation of this Series A 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 A Partnership each
represents and warrants to the other that this Series A Co-Ownership Agreement
has been duly authorized, executed and delivered by it and that its obligations
under this Series A Co-Ownership Agreement are legal, valid and binding
obligations enforceable against it in accordance with the terms of this Series A
Co-Ownership Agreement.
14.8 Counterparts. This Series A Co-Ownership 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.
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14.9 Entire Agreement. The provisions of this Series A
Co-Ownership Agreement constitute the entire understanding and agreement between
the parties regarding the subject matter of this Series A 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 A Co-Ownership Agreement.
IN WITNESS WHEREOF, the parties have executed this Series A
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-A, a California
limited partnership
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
By its authorized general
partner:
ZOND WINDSYSTEMS MANAGEMENT
CORPORATION III, a california
corporation
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Title:
-------------------------
AGREED AND CONSENTED TO:
ZOND CONSTRUCTION CORPORATION III
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Title:
--------------------------------
Date:
--------------------------------
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PROPERTY DESCRIPTION
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 thereoof 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 reorded 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 34 Township
32 South, Range 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
[MAP APPEARS HERE]
EXHIBIT B
See Attached Map
