Exhibit 10.12
--------------
RECORDING REQUESTED BY
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 A POWER TRANSFER FACILITIES AGREEMENT
--------------------------------------------
Between
ZOND SYSTEMS, INC.,
a California corporation
and
ZOND WINDSYSTEM PARTNERS, LTD. SERIES 85-A,
A California Limited Partnership
September 9, 1985
------------------------------------------------------------------------------
SERIES A 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 A Construction Agreement".............................2
1.5 "ZCC III Purchase Notes"......................................2
2. Installation and Ownership of Power Transfer Facilities.................3
2.1 Installation..................................................3
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..........................................................5
6. Maintenance and Repair of Power Transfer Facilities; Payment of Costs
Thereof.................................................................5
6.1 Maintenance and Repair.........................................5
6.2 Payment of Costs of Maintenance and Repair.....................5
7. Destruction or Damage...................................................6
8. Insurance...............................................................6
9. Non-Disturbance.........................................................6
10. Compliance..............................................................6
11. Liens...................................................................6
12. Protection of Series A Partnership Rights...............................7
13. Indemnification.........................................................7
14. Miscellaneous Provisions................................................8
14.1 Notices.......................................................8
14.2 Waiver........................................................8
14.3 Certain Actions Affecting Series A PTF Agreement..............8
14.4 Assignment....................................................8
14.5 Successors and Assigns........................................9
14.6 Further Assurances............................................9
14.7 Construction of Series A PTF Agreement........................9
14.8 Attorneys' Fees..............................................10
i
14.9 Partition....................................................10
14.10 No Partnership or Joint Venture..............................10
14.11 Recordation..................................................10
14.12 Ouitclaim Deed...............................................11
14.13 Authority....................................................11
14.14 Counterparts.................................................11
14.15 Entire Agreement.............................................11
SIGNATURE PAGE........................................................12
ii
SERIES A POWER TRANSFER FACILITIES AGREEMENT
--------------------------------------------
THIS SERIES A POWER TRANSFER FACILITIES AGREEMENT ("Series A 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-A, a California Limited Partnership ("Series A Partnership"),
in view of the following facts:
A. Pursuant to that certain Series A Wind Park Easement Agreement
("Series A Easement Agreement") between Zond Construction Corporation III,
a California corporation ("ZCC III"), and Series A Partnership, ZCC III
granted to Series A 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 B Wind Park Easement Agreement
("Series B Easement Agreement") between ZCC III and Zond Windsystem Partners,
Ltd. Series 85-B, a California Limited Partnership ("Series B Partnership"),
ZCC III granted to Series B Partnership a non-exclusive easement to enter and
use, for the purposes specified therein, the Operating Site.
C. Pursuant to that certain Grant 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 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 A Grant of
Interconnect Easement.
D. Pursuant to that certain Grant 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 the Servient Tenement, all as provided in, and subject
to the provisions of, the Series B Grant of Interconnect Easement.
E. Pursuant to that certain Corporation Grant Deed 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
1
power transfer line to the power grid owned by Southern California Edison
Company, a California public utility, proximate to the Operating Site across,
upon, in, under and above the Operating Site at the location determined in the
Rider attached to such Corporation Grant Deed.
F. Zond desires to provide Series A Partnership with certain
rights with respect to using, on a shared non-exclusive basis, the Power
Transfer Facilities.
G. Zond will provide Series B Partnership with certain rights
pursuant to a Series B Power Transfer Facilities Agreement ("Series B 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 A Partnership agree as follows:
1. Certain Definitions.
--------------------
As used in this Series A 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
-----------------------
three (3) Power Purchase Contracts each dated June 22, 1984, between Zond and
Southern California Edison Company, a California public utility, and designated
Monolith I, Monolith II and Monolith III, 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 A Partnership and Series B Partnership in accordance with this series A
PTF Agreement and the Series B PTF Agreement.
1.4 "Series A Construction Agreement" means that certain
-------------------------------
Windsystem Construction Agreement between ZCC III and Series A Partnership.
1.5 "ZCC III Purchase Notes" means any promissory note or
----------------------
notes given by Series A Partnership to ZCC III in connection with the purchase
of wind turbine generators by Series A Partnership from ZCC III pursuant to the
Series A Construction Agreement.
2
2. Installation and Ownership of Power Transfer Facilities.
--------------------------------------------------------
2.1 Installation.
-------------
Zond and Series A Partnership acknowledge that the
Power Transfer Facilities have already been, or are in the process of being,
installed by Zond, at its sole expense, on the Servient Tenement (in accordance
with the Series A Grant of Interconnect Easement and the Series B 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 A PTF Agreement,
Zond, at its sole expense, agrees to complete installation as soon as
reasonably possible.
2.2 Ownership.
----------
Series A Partnership acknowledges and agrees that Zond
owns the Power Transfer Facilities.
3. Shared Use of Power Transfer Facilities.
---------------------------------------
Upon the Effective Date, Series A 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 A PTF Agreement. Series A Partnership
acknowledges and agrees that its use of the Power Transfer Facilities will be
shared non-exclusively with Series B Partnership and that Series B Partnership
shall have the right to use on a shared non-exclusive basis the Power Transfer
Facilities in accordance with the Series B PTF Agreement.
4. Additional Users and Use of Excess Capacity.
--------------------------------------------
Series A 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 A Partnership and Series B 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 A Partnership and Series B Partnership.
In exercising its rights under this Section, Zond agrees that:
(i) It will not, and will not permit such others
to, interfere with Series A Partnership's use and enjoyment of the
Power Transfer Facilities and its rights under this Series A 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 A Partnership and Series B Partnership would be adversely
affected. Zond and Series A Partnership agree that the capacity of the
3
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 B 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 A Partnership's use and enjoyment of the Power Transfer
Facilities and its rights under this Series A PTF Agreement.
(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 A Partnership under this Series
A PTF Agreement.
(v) Except for Series B PTF Agreement, Zond agrees
that the general partner of Series A Partnership and the general
partner of Series B 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 A PTF Agreement then in effect or the terms of the
Series B PTF Agreement then in effect, respectively, or the terms of
the Power Purchase Contract. Series A Partnership agrees with Zond
that Series A Partnership's consent will not be unreasonably withheld.
If such consent is granted, as a further condition, Zond shall supply
Series A Partnership with an opinion of reasonably acceptable counsel,
which opinion shall in form and substance be reasonably acceptable to
Series A Partnership and shall state that the terms of such agreements
will not subject Series A 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 A PTF Agreement shall
be the date on which the Power Transfer Facilities are certified to be
operational by Zond to Series A Partnership pursuant to a Power Transfer
Facilities Completion Certificate delivered by Zond to Series A Partnership in
accordance with the provisions of the Series A Construction Agreement.
5.2 Term.
-----
This Agreement shall commence on the Effective Date and
terminate on June 30, 2006 (the "Scheduled Expiration Date"); provided,
4
however, this Series A PTF Agreement shall terminate before the Scheduled
Expiration Date in the event of, and upon the date of, the termination of the
Series A Easement Agreement pursuant to Section 8.2 (entitled "Remedies on
Default") of the Series A 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 A Partnership at all times may use the Power Transfer Facilities
for their intended purposes.
6.2 Payment of Costs of Maintenance and Repair.
-------------------------------------------
Series A 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 A 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 A
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 A 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 A Partnership so that Series A 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 A 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).
5
9. Non-Disturbance.
----------------
Series A Partnership shall not interfere with, disturb,
endanger or adversely affect Series B Partnership's use and enjoyment of the
Power Transfer Facilities pursuant to the Series B PTF Agreement. Zond shall
not interfere with, disturb, endanger or adversely affect Series A
Partnership's use and enjoyment of the Power Transfer Facilities pursuant to
this Series A 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 A
Partnership 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
Series A Partnership's use of the Power Transfer Facilities and the exercise
of its rights under this Series A 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 A Partnership and Series B Partnership) which
would materially adversely affect the right or ability of Series A Partnership
to use the Power Transfer Facilities and/or to exercise its rights under this
Series A PTF Agreement. Series A Partnership agrees to keep the Power Transfer
Facilities at all times after the date of recordation of this Series A PTF
Agreement free and clear of any liens arising by, through or under it which are
not consented to in writing by Zond prior to the creation thereof,
12. Protection of Series A Partnership Rights.
------------------------------------------
Zond agrees to notify Series A Partnership as soon as possible
after Zond becomes aware of any event or threatened event which reasonably
could be expected to interfere with Series A Partnership's rights under this
Series A PTF Agreement. Should Series A Partnership receive any such notice
from Zond or should Series A Partnership become aware of any such event or
threatened event, Series A 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 A Partnership shall not be
required to give Zond any such written notice), as may be necessary or
appropriate to preserve the rights of Series A Partnership under this Series A
PTF Agreement. In the event that Series A Partnership makes any such payments,
Zond immediately shall repay the amount thereof, together with interest thereon
6
at the then prime rate of a New York clearing house bank designated by Series
A Partnership plus 4%, but not in excess of the maximum rate allowed under
California law, from the date of payment by Series A 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 A Partnership shall be entitled to offset those amounts which Zond is
to repay Series A Partnership against amounts owing Zond by Series A
Partnership under this Series A PTF Agreement.
13. Indemnification.
----------------
Zond agrees to indemnify and hold 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 assigns (excluding Series A Partnership
and 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 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 Series A
Partnership and Series B Partnership) or its agents or employees. Without
limiting the generality of the preceding, Zond agrees to indemnify and hold
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 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 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 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 PTF Agreement or for any injury
or damage to persons or property resulting from or attributable to the fault
or neglect of Series A 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 A 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 A PTF Agreement or at such other address
as the party may designate in accordance with the provisions of this Section.
7
14.2 Waiver.
-------
No waiver of any right under this Series A 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 A PTF Agreement.
14.3 Certain Actions Affecting Series A PTF Agreement.
-------------------------------------------------
This Series A PTF Agreement may not be amended,
modified, cancelled, surrendered, subordinated or terminated without the prior
written consent of Zond and Series A Partnership.
14.4 Assignment.
-----------
Except as provided in this Section, neither Zond nor
Series A Partnership may assign its rights and/or obligations under this
Series A 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 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 PTF Agreement to
lenders to secure loans made to Zond or any of its affiliates or to Series A
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 A PTF 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.
14.6 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 A PTF Agreement.
14.7 Construction of Series A PTF Agreement.
---------------------------------------
14.7.1 Governing Law. The terms and provisions of
--------------
this Series A 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 A PTF Agreement embody their mutual intent
8
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 A PTF Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Series A 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 A 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 A 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 A PTF Agreement. Unless
otherwise indicated, all references to Sections are to Sections in this Series
A 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.
14.8 Attorneys' Fees.
----------------
If any party to this Series A PTF Agreement brings any
action or proceeding for the enforcement, protection or establishment of any
right or remedy under this Series A PTF Agreement or for the interpretation
of this Series A 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 A Partnership hereby waives and disclaims any
right to partition all or any portion of its rights under this Series A PTF
Agreement.
14.10 No Partnership or Joint Venture.
--------------------------------
Neither the shared use of the Power Transfer Facilities
by Series A Partnership and Series B Partnership, nor any of the provisions of
this Series A PTF Agreement or the Series B PTF Agreement, nor any acts of
Series A Partnership and/or Series B 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 A Partnership and Series B
Partnership for any purpose whatsoever.
9
14.11 Recordation.
------------
Series A Partnership may record this Series A PTF Agreement as
permitted by applicable law. The recordation of either this Series A PTF
Agreement or the Series B 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 A PTF Agreement
and the Series B PTF Agreement, both of which, despite any different times of
recording, shall be of the same and equal priority.
14.12 Ouitclaim Deed.
---------------
Upon the termination of this Series A PTF Agreement, Series A
Partnership agrees to execute and deliver to Zond, immediately upon Zond's
request, a recordable quitclaim deed in favor of Zond or its designated nominee
or assignee providing for the termination of this Series A PTF Agreement.
14.13 Authority.
----------
Zond and Series A Partnership each represent and warrant to the
other than this Series A PTF Agreement has been duly authorized, executed and
delivered by it and that its obligations under this Series A PTF Agreement are
legal, valid and binding obligations enforceable in accordance with the terms
of this Series A PTF Agreement.
14.14 Counterparts.
-------------
This Series A 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 A PTF Agreement constitute the
entire understanding and agreement between the parties regarding the subject
matter of this Series A 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 A 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-A, a California
Limited Partnership
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
By its authorized general partner:
ZOND WINDSYSTEMS MANAGE-
MENT CORPORATION III,
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 )
)
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
-----------------
-----------------------------------
| OFFICIAL SEAL |
| XXXXXX XXXXXX |
| Notary Public - California |
| Los Angeles County |
| My comm. expires SEP. 17, 1989 |
-----------------------------------
STATE OF CALIFORNIA )
)
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 III, the corporation that executed
the within instrument as the general partner of Zond Windsystem Partners, Ltd.
Series 85-A, 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
-----------------
-----------------------------------
| OFFICIAL SEAL |
| XXXXXX XXXXXX |
| Notary Public - California |
| Los Angeles County |
| My comm. expires SEP. 17, 1989 |
-----------------------------------
12
EXHIBIT A
TO SERIES A 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 CONDEMNATION 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.
13
EXHIBIT A
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 XXXX 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
