HomeMy WebLinkAboutAgenda Report - February 19, 2014 C-08AGENDA ITEM C •%
CITY OF LODI
COUNCIL COMMUNICATION
• ' TM
AGENDA TITLE: Authorize City Manager to Execute Option to Lease Agreement and
Associated Ground Lease with Pacific Gas and Electric Company, for the
Location of a Compressed Air Energy Storage Facility at White Slough
MEETING DATE: February 19, 2014
PREPARED BY: Interim City Manager
RECOMMENDED ACTION: Authorize City Manager to execute option to lease agreement
and associated ground lease with Pacific Gas and Electric
Company, for the location of a compressed air energy storage
facility at White Slough.
BACKGROUND INFORMATION: PG&E desires to construct a compressed air energy storage
facility on City -owned property at the White Slough
wastewater treatment plant site. The facility will work much
like a large-scale energy storage system (a battery), compressing air during low cost "off-peak"
hours and pumping it into an expired underground natural gas well located west of Interstate 5 along
the Highway 12 corridor. During higher demand "peak" power usage times, the facility will release
the compressed air through a turbine to regenerate electricity. Energy storage systems are
considered critical in the energy markets to achieve the full promise of renewable energy sources
because they will bridge the gap between the hours renewable energy is typically generated (off-
peak hours) and the hours renewable energy is at its highest market demand (peak hours).
PG&E has secured a Federal grant to study the feasibility, perform environmental analysis and
approval, and if approved, construct the facility. As is common with grants, PG&E is required to
demonstrate site control for a facility location as a condition of drawing down on the grant. The
typical mechanism to obtain site control is through an option to lease. The option would commit
PG&E to pay the option price and give them the right to enter a lease on set terms at a later date.
However, if the project was not approved, lost funding, or PG&E determined that the project was not
feasible, the option does not require them to enter into the lease. NCPA has an exclusive five-year
option on the site. The attached draft conditions the option on NCPA agreeing to waive its option.
The option price is $50,000 per year during each of the six years as set forth in the draft option to
lease attached to this staff report as Exhibit 1. Within that six-year period, PG&E would have the
right to enter into the draft lease attached to this staff report as Exhibit 2. The lease allows PG&E to
select between 15 and 25 acres to locate the site at an annual lease price of $140,000 per acre,
netting an annual lease value of between $2,100,000 and $3,500,000 per year. By comparison, the
partially City -owned NCPA Lodi Energy Center and STIG plants pay $100,000 per acre for that 10 -
acre site. The lease term is 50 years with a 49 -year optional renewal.
FISCAL IMPACT: Option revenue of up to $50,000 per year for six years and lease revenue of
up to $3,500,000 per year if the option is exercised.
FUNDING: Not applicable.
en a
Interim City Manager
Attachments
OPTION TO LEASE
In consideration of the option payments and other covenants hereinafter set forth, the City of
Lodi, a municipal corporation ("Optionor") hereby grants to Pacific Gas and Electric Company,
a California corporation ("Optionee") an option to lease not less than 15 or more than 25 acres of
that certain land owned by Optionor and described on Exhibit "A" attached hereto (the "Option
Land") upon the terms, covenants and conditions hereinafter set forth.
1. Option Term. The Option Term shall be six (6) years from and after the Effective
Date hereof, which Effective Date shall be the date on which this Option is last signed by both
Optionor and Optionee, unless sooner terminated by written notice from Optionee to Optionor.
2. Written Waiver of NCPA Right of First Refusal to Lease and to Lease Additional
Land; Option Pates. Pursuant to that certain Ground Lease between the City of Lodi, as
Landlord, and Northern California Power Agency ("NCPA"), as Tenant, NCPA holds a right of
first refusal to lease land from Optionor (Section 22.2) and a right to lease additional land from
Optionor (Section 22.3), which NCPA rights include the Option Land. Promptly following the
Effective Date hereof Optionor shall exercise reasonable commercial efforts to obtain from
NCPA a written waiver of. (i) NCPA's right of first refusal to lease solely with respect to this
Option Agreement and exercise of this Option Agreement; and (ii) NCPA's right to lease
additional land solely with respect to the Option Land and during the term of this Option
Agreement (the "NCPA Waiver"). The NCPA Waiver shall be obtained and a copy thereof
provided to Optionee within a period of sixty (60) days following the Effective Date hereof,
failing in which Optionee may elect to terminate this Option Agreement by written notice to
Optionor.
Optionee shall pay an Option Payment of $50,000 to Optionor within thirty (30) days of
the date of Optionee's receipt of a copy of the NCPA Waiver. Thereafter, on or before each
anniversary of the Effective Date, Optionee shall pay to Optionor the amount of $50,000.00
annually, in advance, for the ensuing year of Option Term unless prior to such an anniversary
this Option is terminated by written notice from Optionee to Optionor. Optionee shall be entitled
to prepay one or more years of Option Payments at any time. The amount of all Option
Payments paid by Optionee to Optionor shall not apply as a credit against rent if the Option is
exercised.
3. Method of Exercise of Option. This Option may be exercised only from and after
July 1, 2018 and following receipt of the NCPA Waiver and compliance with the California
Environmental Quality Act through a California Energy Commission approved process, and may
be exercised by Optionee providing written Notice of Exercise to Optionor at least 90 days prior
to the expiration of the Option Term. This option may only be exercised if Optionee has met all
of its obligations under this Option to Lease, including making all option payments. A Notice of
Exercise shall designate and provide a legal description of not less than a 15 acre portion nor
more than a 25 acre portion of the Option Land, which shall constitute the leased premises.
Within sixty (60) days of Optionor's receipt of a proper Notice of Exercise from Optionee,
Optionor and Optionee shall enter into a ground lease substantially in the form attached hereto as
Exhibit `B" (the "Lease") for the term, rental, and upon the covenants and conditions therein set
forth.
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4. Limited Rights of Entry During Option Term. Prior to Optionee's exercise of this
Option, Optionee may, upon providing at least 48 hours prior written notice to Optionor, enter
upon the Option Land through its employees, agents and contractors to conduct activities to
evaluate the suitability of such property to install an Electric Conversion Facility, as described in
Section 2 of the Lease, including, without limitation, collection of data, taking soil samples,
surveying (including environmental, biological and cultural surveys). Optionee agrees to save
and hold Optionor free and harmless from and to defend and indemnify Optionor against any
loss and damage which shall be caused by any wrongful or negligent act or omission of Optionee
or its contractors, agents or employees in the course of their employment; provided, however,
that this indemnity shall not extend to that portion of such loss or damage that shall have been
caused by Optionor's active negligence or willful misconduct.
5. Optionor's Representations and Warranties. Optionor makes the following
representations and warranties, which are material and relied upon by Optionee and which shall
be true and correct as of the Effective Date and as of the Effective Date of the Lease should the
Option be exercised:
a. Title. Optionor holds fee simple title to and agrees to defend such title to
the Option Land, subject to all covenants, conditions, restrictions, easements, reservations, and
rights-of-way of site and/or record. Should Optionor hereafter acquire any additional right, title
or interest in or to such property, it shall be subject to the provisions hereof to the same extent as
if owned by Optionor on the Effective Date. Optionor does not otherwise warrant title, either
expressly or by implication, to the Option Land save and except for covenants, conditions,
restrictions, easements, reservations, and rights-of-way which are not of record and which were
created by, through or under Optionor.
b. No Litigation. Excepting recurring RWQCB permit renewals, no
litigation, administrative proceeding or similar hearing is pending or, to the best of Optionor's
knowledge, threatened or anticipated with respect to the Option Land or affecting such property.
C. Hazardous Substances. Excepting nitrates and treated and untreated
industrial and residential wastewater, to the best of Optionor's knowledge, there are no
Hazardous Substances on or under the Option Land. Excepting nitrates, and a false positive that
arose during the LEC environmental review, Optionor has not received any notice of violation,
administrative complaint, judicial complaint, or other notice (i) alleging that conditions on such
property are or have been in violation of any Environmental Law, (ii) informing Optionor that
such property is subject to investigation or inquiry regarding the presence of Hazardous
Substances or (iii) alleging a potential violation of any Environmental Law. However, Tenant
acknowledges that the Option land is used and has been used to treat and dispose of domestic
and industrial wastewater. Tenant agrees to perform its own environmental studies prior to
exercising its Option and will rely exclusively on its environmental studies in determining
whether to exercise its option.
As used in this Option Agreement, the term "Environmental Law" means any
federal, state or local law, statute, ordinance, or regulation pertaining to health, industrial
hygiene, or environmental conditions, and any other federal, state or local law, statute,
ordinance, or regulation now in effect or hereinafter enacted which pertains to health, industrial
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hygiene, or the regulation or protection of the environment, including without limitation, ambient
air, soil, ground water, surface water, and/or land use. As used in this Option Agreement, the
term "Hazardous Substance" means any material, waste, substance, pollutant, or contaminant
which may or could pose a risk of entry or threat to health or the environment, including without
limitation, any material regulated by any Environmental Law, including any material or
substance which is defined as a "hazardous substance", "hazardous waste", "hazardous
material", "extremely hazardous waste", "restricted hazardous waste", or "toxic substance" or
words of similar import under any applicable Environmental Law.
d. Power and Authority. Optionor has the full power and authority to enter
into this Option Agreement and to perform Optionor's obligations hereunder, and this Option
Agreement does not violate any contract, agreement, instrument, judgment or order to which
Optionor is a party or the Option Land is subject, and Optionor has obtained all consents to this
Option Agreement as may be necessary under such contracts, agreements, instruments,
judgments and/or orders. Optionor has the unrestricted right and authority and has taken all
necessary action to authorize Optionor to execute this Option Agreement and grant to Optionee
the rights granted hereunder. Each person signing this Option Agreement on behalf of Optionor
is authorized to do so and all persons having any ownership interest in the Option Land are
signing this Option Agreement. All of the documents executed by Optionor will be duly
authorized, executed and delivered by Optionor. When signed by Optionor, this Option
Agreement constitutes a valid and binding agreement enforceable against Optionor and the
Option Land in accordance with its terms. All representations in this paragraph are subject to
the exceptions set forth in paragraph 2.
e. Access. The Option Land has access to a public road, and there are no
proceedings pending, or to the best of Optionor's knowledge, threatened against the Option Land
that would impair or curtail such access.
6. Obligations of Optionor. Optionor shall:
a. Allow Optionee reasonable access to the Option Land to exercise the
limited rights of entry provided under Section 4 hereof so long as Optionee is not in default
under the terms of this Option Agreement.
b. Not engage in or allow any activity on the Option Land that would impede
or decrease the ability of Optionee to construct and operate the Project as defined in Section 2 of
the Lease or otherwise interfere with Optionee's rights under this Option Agreement, including,
without limitation, Optionee's right to access the Option Land.
C. Not encumber the Option Land in any way that may impair Optionee's
rights under this Option Agreement.
d. Provide Optionee with keys or with the combinations to any locks on
exterior gates on the Option Land.
7. Assignment. This Option Agreement shall extend to and be binding upon the
heirs, assigns, executors, administrators, personal representatives, and successors of the parties
hereto. Optionor may assign, transfer, and convey, either in whole or in part, its ownership or
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interest in the Option Land, rights, privileges and interests therein; but no change in ownership of
the Option Land shall be binding upon the Optionee until the instrument conveying title thereto
shall have been properly recorded in the Official County Records and a certified copy thereof
shall have been furnished to the Optionee. Optionee shall have the right to assign or transfer this
Option Agreement subject to obtaining the prior written consent of Optionor which shall not be
unreasonably withheld, conditioned or delayed. Any such assignment or transfer shall be subject
to all of the terms, covenants and conditions of this Option Agreement. Optionee shall provide
written notice to Optionor of any assignment of Optionee's interest hereunder, including the
name, address and phone number of the party receiving the assignment, provided that failure to
give such notice shall not constitute a default under this Option Agreement. No assignment shall
release Optionee from its obligations hereunder unless and until such assignment is to the
entirety of this Option Agreement in which event Optionee shall be released from all obligations
hereunder except from obligations already accrued at the effective date and time of such
assignment.
8. Notices. Any notice to be given or other document to be delivered by either party
to the other partymay be given by personal delivery or nationally recognized overnight courier
or may be deposited in the United States mail in the State of California, duly registered or
certified, with postage prepaid, and addressed to the party for whom intended as follows:
TO OPTIONOR: City Manager, City of Lodi
221 West Pine Street
Lodi, CA 95240
TO OPTIONEE:
If to PG&E by U.S. Mail or by registered or certified mail, return receipt requested:
Manager, Land Management
PG&E Land & Environmental Management
P.O. Box 770000, Mail Code N10A
San Francisco, CA 94177
If to PG&E by delivery by hand or overnight courier:
Manager, Land Management
PG&E Land & Environmental Management
245 Market St. Room 1036
San Francisco, CA 94105
Either party hereto may from time to time by written notice to the other parry designate a
different address which shall be substituted for the one specified above. If any notice or other
document is sent by registered or certified mail, as provided above, the same shall be deemed
served or delivered seventy-two (72) hours after the mailing thereof.
9. Default. Optionor shall not exercise any right, power or remedy under this Option
Agreement, and under no circumstances shall Optionor terminate this Option Agreement, if. (i)
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in the event of a default in the payment of any sum due under this Option Agreement the
Optionee pays such sum within twenty (20) days after receipt of a written notice specifying such
default from the Optionor; or (ii) in the event of any default other than the payment of any sum
due under this Option Agreement, the Optionee shall cure the default within thirty (30) days,
after receipt of written notice specifying such default from the Optionor or, if such default is not
susceptible of being cured within thirty (30) days, Optionee has commenced steps necessary to
cure the default and proceeds diligently to cure the default and demonstrates to Optionor's
reasonable satisfaction that it can cure the default within a commercially reasonable time.
10. Negotiation; Mediation. Except as provided in this Section, Optionor and
Optionee agree to first negotiate and then mediate with respect to any claim or dispute arising out
of or relating to this Option Agreement, before resorting to court action. Either party may initiate
settlement negotiations by providing written notice to the other party, setting forth the subject of
the claim or dispute. Optionee and Optionor agree to cooperate in scheduling negotiations and to
participate in the settlement negotiations in good faith. If Optionor and Optionee fail to settle
such claim or dispute within thirty (30) days after the date of mailing of the notice initiating
settlement negotiations or within such additional time period as the parties may agree in writing,
the parties agree to submit the matter to JAMS for mediation within thirty (30) days thereafter.
Either party may commence mediation by providing to JAMS and the other party a written
request for mediation, setting forth the subject of the claim or dispute and the relief requested
(the "Mediation Notice"). Except as provided herein or by written agreement of the parties, the
mediation shall be conducted in San Francisco pursuant to the JAMS rules. The parties will
cooperate in selecting a mediator from the JAMS panel of neutrals, and in scheduling the
mediation proceedings. If the parties do not select a mediator within thirty (30) days of the
Mediation Notice, the parties agree that either party may request that JAMS in San Francisco,
California, facilitate the choice of mediator by applying the "strike and rank" process used for
appointment of arbitrators in arbitration proceedings, or to appoint a mediator, if necessary, and
both parties agree to the appointment of such mediator as so selected. The parties agree to
participate in the mediation in good faith, and to share equally in its costs. All offers, promises,
conduct and statements, whether oral or written, made in the course of the mediation by either of
the parties, their employees, agents, experts and attorneys, and by the mediator and any other
JAMS employees, are confidential, privileged and inadmissible for any purpose, including
impeachment, in any litigation or other proceeding involving the parties, but evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a
result of its use in the mediation. If JAMS should no longer exist at the time the claim or dispute
arises, the matter shall be submitted to its successor entity, or if there is no such successor entity,
to the American Arbitration Association or other similar organization mutually agreed upon by
the parties, and except as provided herein or by mutual agreement of the parties, the mediation
rules of such successor or alternate organization shall apply. Except as may be expressly set forth
in any written settlement agreement, should the matter be settled by negotiation or mediation
prior to commencing court action, each party shall pay its own attorneys' fees and costs. Except
as provided below, neither party may commence an action arising out of or relating to this
Option Agreement until expiration of the negotiation period and completion of the initial
mediation session in accordance with this Section. If either party commences an action with
respect to a claim or dispute covered by this Section without first attempting to resolve the matter
through negotiation and mediation, or refuses to negotiate or mediate after a request has been
made, then that party shall not be entitled to recover attorneys' fees and costs, even if such fees
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and costs would otherwise be available to that parry in such action. Either party may seek
equitable relief to preserve the status quo prior to participating in the negotiation and mediation
proceedings required pursuant to this Section. In addition, matters that are within the jurisdiction
of probate, small claims, or bankruptcy court are excluded from mandatory negotiation and
mediation hereunder. The provisions of this Section may be enforced by any court of competent
jurisdiction, and the party seeking enforcement shall be entitled to an award of all fees and costs,
including reasonable attorneys' fees, to be paid by the party against which enforcement is
ordered. The covenants of Optionee and Optionor contained in this Section 10 shall survive the
termination of this Agreement.
11. Governing Law. This Option Agreement, its validity, construction and all rights
under it shall be governed by the laws of the State of California and without reference to the
choice of law principles of the State of California or any other state.
12. Insurance. Prior to any entry on the Property pursuant to the terms of this Option
Agreement, prior to Optionee's commencement of operations on the Property and thereafter so
long as this Option Agreement is in effect or if the option to purchase is exercised, Optionee
shall, at Optionee's expense, obtain and maintain in force commercial general liability insurance
in a combined single limit of not less than Two Million Dollars ($2,000,000.00) for bodily
injury, personal injury and property damage covering Optionee's activities on the Property.
Optionee shall have the right to self -insure with respect to the foregoing insurance requirements.
Optionees self insurance program shall meet all requirements set forth in Exhibit "D" at all times
during the Option Term.
If Optionee acquires commercial general liability insurance from an independent
insurer, Optionee shall provide Optionor with a certificate of insurance evidencing the required
Commercial General Liability insurance and naming Optionor as an additional insured.
13. Interpretation. The Parties agree that the terms and provisions of this Option
Agreement embody their mutual intent and that such terms and conditions are not to be
construed more liberally in favor of, or more strictly against, either Party.
14. Required Actions of Optionor and Optionee. Optionor and Optionee agree to
execute such instruments and documents and to diligently undertake such actions as may be
required in order to consummate the transaction herein contemplated.
15. Entire Agreement. This Option Agreement, together with its attached exhibits,
contains the entire agreement between the Parties with respect to the subject matter hereof, and
any prior or contemporaneous agreements, discussions or understandings, written or oral
(including any options or agreements for leases and/or easements previously entered into by the
Parties with respect to all or any portion of the Option Land), are superseded by this Option
Agreement and shall be of no force or effect. No addition or modification of any term or
provision of this Option Agreement shall be effective unless set forth in writing and signed by
each of the Parties.
16. Memorandum. The Parties shall execute and record a memorandum of this
Option Agreement in the form attached to this Agreement as Exhibit "C".
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17. No Joint Venture. Neither this Option Agreement nor any agreements or
transactions contemplated hereby shall be interpreted as creating any partnership, joint venture,
association or other relationship between the Parties, other than that of optionor and optionee
with respect to this Option Agreement and grantor and grantee with respect to the easements.
18. Counterparts; Facsimiles. This Option Agreement may be executed, and any
memorandum thereof recorded, in two or more counterparts, each of which shall be deemed an
original and all of which, when taken together, shall constitute one and the same instrument.
Each Party shall be entitled to rely upon executed copies of this Option Agreement transmitted
by facsimile or email to the same and full extent as the originals.
19. No Offsets. Optionor acknowledges that Optionee is executing this Option
Agreement in its capacity as the developer of Compressed Air Energy Storage, and not in its
capacity as the provider of electricity and natural gas to the Property. Notwithstanding anything
to the contrary contained herein, no act or omission of Pacific Gas and Electric Company or its
employees, agents or contractors as a provider of electricity and natural gas shall abrogate,
diminish, or otherwise affect the respective rights, obligations and liabilities of Optionor and
Optionee under this Option Agreement. Further, Optionee covenants not to raise as a defense to
its obligations under this Option Agreement, or assert as a counterclaim or cross-claim in any
litigation or arbitration between Optionor and Optionee relating to this Option Agreement, any
claim, loss, damage, cause of action, liability, cost or expense (including, without limitation,
attorneys' fees) arising from or in connection with Pacific Gas and Electric Company's provision
of (or failure to provide) electricity and natural gas.
20. Lesser Interest Clause. If the Optionor owns a less interest in the Option Land
than the entire and undivided fee simple estate therein, then the various payments referred to in
this Option Agreement shall be proportionately reduced.
21. Surrender. Optionee, at its option, may at any time quitclaim and surrender its
rights hereunder to the Optionor in which event this Option Agreement shall be at an end, and
Optionee shall be relieved of all obligations thereunder except the obligations then accrued.
22. Force Maieure. Performance of the covenants and conditions imposed upon the
parties hereunder shall be excused while, and to the extent that, said party is hindered in or
prevented from complying therewith, in whole or in part, by war, riots, strikes, walkouts, action
of the elements, laws, rules, and regulations of any federal, state, municipal or other
governmental agency or any other cause beyond the control of the party, whether similar or
dissimilar to those herein specifically enumerated without regard to whether such cause exists at
the date hereof or hereafter arises; provided, however, that party shall provide written notice to
the other party of any claim of suspension or excuse of the party's obligations under this section,
specifying with particularity the act, event, or condition giving rise to such claim of suspension
or excuse and specifying the date on which such act, event, or condition arose.
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OPTIONOR:
CITY OF LODI, a municipal corporation
By:
Its: City Manager
Date:
OPTIONEE:
PACIFIC GAS AND ELECTRIC COMPANY
By:
Its:
Date:
ATTEST:
City Clerk
Approved As To Form:
City Attorney
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EXHIBIT "A" TO OPTION
PARCEL ONE:
THAT PORTION OF THE FOLLOWING DESCRIBED REAL PROPERTY, LYING WESTERLY OF AND
CONTIGUOUS TO THE WESTERLY LINE OF THAT CERTAIN PORTION THEREOF, CONVEYED TO THE
STATE OF CALIFORNIA, BY DEED RECORDED MAY 15, 1968, IN VOLUME 3209, PAGE 274, SAN JOAQUIN
COUNTY RECORDS:
BEGINNING AT AN IRON ROD, AT THE INTERSECTION OF THE NORTH LINE OF SOUTH 1/2 OF SECTION
24, TOWNSHIP 3 NORTH RANGE 5 EAST, MOUNT DIABLO BASE AND MERIDIAN WITH THE WESTERLY
RIGHT OF WAY LINE OF COUNTY ROAD, KNOWN AS MOSELEY/THORNTON ROAD, SAID ROD BEING AT
THE NORTHEAST CORNER OF THAT CERTAIN TRACT OF LAND ACQUIRED BY THE CITY OF LODI, FROM
GEORGE W. EMDE, ET.AL., BY DEED RECORDED JUNE 19, 1944, IN VOLUME 882, PAGE 161, OF OFFICIAL
RECORDS, AND AS SAID ROD IS INDICATED ON MAP OF SURVEY, FILED FOR RECORD APRIL 28, 1947,
IN VOLUME 7, PAGE 9, RECORD OF SURVEYS; THENCE SOUTH 89 58' WEST, ALONG THE NORTH LINE OF
SAID CITY OF LODI PARCEL, AND ITS WESTERLY PROJECTION, 5,075.5 FEET TO A POINT; THENCE
NORTH 0 34' WEST, ALONG A FENCE LINE, 1317.0 FEET TO THE FENCE LINE ON THE NORTH LINE OF
THAT CERTAIN TRACT OF LAND ACQUIRED BY GEORGE W. EMDE, ET. AL., FROM CLYDE 0. FOX, BY
DEED RECORDED OCTOBER 24, 1944, IN VOLUME 902, PAGE 86, OF OFFICIAL RECORDS, SAID FENCE
LINE BEING ON THE SOUTH LINE OF THE LAND KNOWN AS THE TREDWAY RANCH; THENCE NORTH 89
54 1/2' EAST, ALONG SAID LINE, 3660.4 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SAID
MOSELEY/THORNTON ROAD; THENCE SOUTHEASTERLY ALONG SAID WESTERLY RIGHT OF WAY LINE,
ON A CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 12 39 1/2',RADIUS OF 3584.02 FEE TO
THE END OF CURVE; THENCE SOUTH 49 48' EAST, ALONG SAID WESTERLY RIGHT OF WAY LINE,
1165.2 FEET, TO THE POINT OF BEGINNING.
PARCEL TWO:
THAT PORTION OF THE FOLLOWING DESCRIBED REAL PROPERTY, LYING EASTERLY OF AND
CONTIGUOUS TO THE EASTERLY LINE OF THAT CERTAIN PORTION, CONVEYED TO THE STATE OF
CALIFORNIA, BY DEED RECORDED APRIL 14, 1970, IN VOLUME 3384, PAGE 1, SAN JOAQUIN COUNTY
RECORDS:
BEGINNING AT AN IRON ROD, AT THE SOUTHWEST CORNER OF THE EAST 1/2 OF THE SOUTHEAST
QUARTER OF SECTION 23, TOWNSHIP 3 NORTH, RANGE 5 EAST, MOUNT DIABLO BASE AND
MERIDIAN, SAID ROD BEING AT THE SOUTHWEST PROPERTY CORNER OF THAT CERTAIN TRACT OF
LAND, ACQUIRED BY THE CITY OF LODI, FROM GEORGE W. EMDE, ET. AL., BY DEED RECORDED JUNE
19, 1977, IN VOLUME 882, PAGE 161, SAN JOAQUIN COUNTY RECORDS, AND AS INDICATED ON MAP OF
SURVEY, FILED FOR RECORD APRIL 28, 1947, IN VOLUME 7, PAGE 9, RECORD OF SURVEYS; THENCE
NORTH 00 03 1/2' WEST, ALONG THE WEST LINE OF SAID CITY OF LODI PARCEL, 2637.25 FEET, TO AN
IRON ROD AT THE NORTHWEST CORNER OF SAID EAST 1/2; THENCE SOUTH 89 58' WEST, ALONG THE
NORTH LINE OF SAID SOUTHEAST 1/4 AND ITS WESTERLY PROJECTION, 1607.3 FEET, TO A POINT ON
THE NORTH LINE OF PROPERTY ACQUIRED BY GEORGE W. EMDE, ET.AL., FROM LULU F. BUNDS, BY
DEED RECORDED JUNE 19, 1944, IN VOLUME 887, PAGE 19, SAN JOAQUIN COUNTY RECORDS; THENCE
SOUTH 89 54 1/2' WEST, ALONG SAID NORTH LINE, 1017.0 FEET TO A POINT; THENCE SOUTH 89 58
1/2' WEST --ALONG SAID NORTH LINE; 2476.4 FEET; TO -THE NORTHWEST CORNER OF SAID NORTH ---
LINE, 2476.4 FEET, TO THE NORTHWEST CORNER OF SAID PROPERTY ACQUIRED BY GEORGE W.
EMDE, ET.AL., BEING ON THE EASTERLY LINE OF A 30 FOOT DITCH, BEING ALSO ON THE EASTERLY
LINE OF LAND KNOWN AS THE CRAWFORD RANCH; THENCE FOLLOWING SAID EASTERLY LINE, BEING
ALSO THE WESTERLY LINE OF SAID PROPERTY, ACQUIRED BY GEORGE W. EMDE, ET.AL., ON THE
FOLLOWING COURSES AND DISTANCES; SOUTH 27 04' EAST, 1762.0 FEET; SOUTH 6101' EAST, 600.0
FEET; SOUTH 55 11' EAST, 1200.0 FEET; SOUTH 55 59' EAST, 600.0 FEET; SOUTH 42 07' EAST, 300.0
FEET; SOUTH 02 09' EAST, 806.1 FEET, TO THE SOUTH LINE OF SAID SECTION 23; THENCE SOUTH 89
55' EAST, ALONG SAID SOUTH LINE, 2068.4 FEET, TO THE POINT OF BEGINNING.
NOTE: THIS LEGAL DESCRIPTION IS BEING USED TO FACILITATE THE ISSUANCE OF A PRELIMINARY
REPORT AND SHOULD NOT BE USED TO CONVEY OR ENCUMBER SAID LAND, UNTIL THE
REQUIREMENT OF THE SUBDIVISION MAP ACT (SECTION 66410 ET SEQ.OF CALIFORNIA GOVERNMENT
CODE) HAS BEEN COMPLIED WITH IN ACCORDANCE TO LOCAL ORDINANCES ADOPTED PURSUANT
THERETO.
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EXHIBIT "A" TO OPTION (cont 1 d
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EXHIBIT "B" TO OPTION
GROUND LEASE
THIS LEASE, entered into this day of , 20_, by and
between the CITY OF LODI, a municipal corporation ("Landlord"), and PACIFIC GAS AND
ELECTRIC COMPANY, a California corporation ("Tenant").
1. Premises. Landlord leases to Tenant and Tenant leases from Landlord that real
property in the City of Lodi, County of San Joaquin, California, described in Exhibit A attached
hereto and made a part hereof, and Landlord hereby grants to Tenant an easement for the term
and extended term of this Lease for underground air pipelines and gas pipelines and underground
or overhead transmission and utility lines along the routes identified on Exhibit `B" attached
hereto. The premises leased to Tenant are referred to in this Lease as the "Leased Premises" or
the "Premises."
2. Use. Tenant shall have the use of the Leased Premises for the purpose of the
construction, operation and maintenance of an Electric Conversion Facility consisting of (i) a
compressor station for the compression and injection of air into an offsite subsurface depleted
gas field; (ii) an electric generating plant; (iii) control, office building and corporate yard for
operation and maintenance; (iv) an electric substation; and (v) necessary or convenient ancillary
facilities, and incidental ancillary uses that are a part of and support the Electric Conversion
Facility (the "Project").
3. Term; Extension. The term of this Lease shall commence on ,
20_ ("Commencement Date"), and shall terminate, unless earlier terminated in accordance
with the provisions of this Lease, on a date fifty (50) years from the Commencement Date.
Tenant's right to exclusive possession shall commence on the Commencement Date. Tenant
shall have the right to extend the term of this Lease on all the terms and conditions set forth
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herein for an additional period of forty-nine (49) years, to be exercised by written notice to
Landlord during the last year of the initial term of this Lease.
4. Rent.
(A) Annual Rent. Rent payments will begin on an annual basis on the
Commencement Date. Tenant shall pay to Landlord rent on the Commencement Date and
thereafter or before each anniversary thereof during the term of this Lease, in advance. The
annual rent shall be One Hundred Forty Thousand DOLLARS per acre of Leased Premises
($140,000.00) per year for _ acres for a total annual lease of $
(B) Rental Adjustments. Commencing with the first anniversary of the
Commencement Date and on each such anniversary thereafter rent shall be adjusted, up or down,
in a percentage equal to the percentage increase or decrease in the U.S. Department of Labor's
Consumer Price Index for the San Francisco Oakland Urban Area, All Goods/All Consumers
(the "Index"), for the prior one year period using the Indices published nearest in time prior to
each relevant anniversary.
(C) Pg3ments. All rent to be paid by Tenant to Landlord shall be in lawful
money of the United States of America and shall be paid without deduction or offset, prior notice
or demand, and at such place or places as may be designated from time to time by Landlord.
5. Utilities. During the term of this Lease, Tenant agrees to pay all charges and
expenses in connection with utility services and to protect Landlord and the Leased Premises
from all such charges and expenses.
6. Repairs and Maintenance.
(A) At all times during the term of this Lease, Tenant shall, at its cost and
expense, maintain the Leased Premises and all improvements thereon in good order and repair
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and safe condition, including but not limited to, fences and roadways predominantly used by
Tenant. Tenant shall keep Landlord apprised of the volume and nature of truck traffic upon the
demised premises.
(B) Landlord shall not be obligated to make changes, alterations, additions or
repairs in, on or about the Leased Premises or any part hereof or any improvements installed
thereon. Tenant waives all provisions of law that may impose a duty of repair on Landlord.
(C) Tenant shall indemnify and save harmless Landlord against all actions,
claims and damages by reason of (1) Tenant's failure to perform the terms of this paragraph, or
(2) Tenant's nonobservance or nonperformance of any law, ordinance or regulation applicable to
the Leased Premises, (3) any damages caused by Tenant to the non -leased portion of Landlord's
property including access roads, property of other tenants, wastewater facilities and
improvements; (4), any costs to cure impacts to, rerouting of or replacement of Landlord's and
its existing tenant's known and unknown facitlities and improvements that arise during
construction of the plant; (5) and any liability or duty to repair imposed by the laws of California.
(D) Tenant agrees to construct a perimeter fence around the Leased Premises
according to the specifications attached as Exhibit"C".
7. Covenant Against Liens and Claims. Tenant shall not allow or permit to
be enforced against the Leased Premises or any part thereof, any mechanic's, materialmen's,
contractor's or subcontractor's liens arising from any claim growing out of work of any
construction, repair, restoration, operation, replacement or improvement, or any other claim or
demand no matter how the same may arise except where caused by the active negligence or
willful misconduct of Landlord or its employees. Tenant shall pay or cause to be paid all of said
liens, claims or demands before any lawsuit is brought to enforce them against the Leased
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Premises. Tenant agrees to indemnify and hold the Landlord and the Leased Premises free and
harmless from all liability for any and all such liens, claims and demands, together with
reasonable attorneys' fees and all costs and expenses incurred by Landlord in connection
therewith. Tenant shall require all construction contractors working on the Leased Premises to
provide performance bonds in the amount of 100 percent of the contract value and labor and
material bonds in the amount of 50% of the contract value. Tenant shall include terms in all of
its contracts during the term of this lease that the property is owned by a governmental entity and
not subject to Mechanics Liens and that the bond is their sole and exclusive remedy.
Insurance and Indemnity.
(A) Landlord's Nonliabilitv. Landlord shall not be liable for any loss, damage
or injury of any kind to any person or property arising from any use of the Leased Premises, or
any part thereof, or caused by any defect in any building, structure or other improvement thereon
or in any equipment or other facility therein, or caused by or arising from any act or omission of
Tenant or any of its agents, employees, licensees or invitees, or by or from any accident on the
Leased Premises or any fire or other casualty thereon, or occasioned by the failure of Tenant to
maintain the Leased Premises and all improvements thereto in a safe condition, or arising from
any other cause except where caused by the active negligence or willful misconduct of Landlord,
or its employees.
(B) Indemnification of Landlord. Notwithstanding anything to the contrary
contained in this Lease, and irrespective of any insurance carried by Tenant for the benefit of
Landlord under the terms of this Lease, Tenant agrees to protect, indemnify and hold the
Landlord and the Lease Premises harmless from any and all damages and liabilities at any time
occasioned by or arising out of (1) Tenant's use of the Leased Premises, (2) any wrongful or
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negligent act or omission of Tenant, or of its agents or employees in the course of their
employment, or (3) any state or condition of the Leases Premises or any part hereof, save and
except for any hazardous condition that may exist on the Leased Premises as of the
Commencement Date of this Lease; provided, however, that this indemnity shall not extend to
that portion of such damage or liability that shall have been caused by Landlord's comparative
negligence or willful misconduct. This provision shall survive the termination or expiration of
this Lease.
(C) Liability Insurance. Tenant shall procure and maintain at all times during the
term of this Lease, at its sole cost and expense, a policy or policies of commercial public liability
insurance by the terms of which Landlord and Tenant are named as insured and are indemnified
against liability for damage or injury to property or person, including death, of any person
entering upon or using the Leased Premises or any improvements thereon or any part thereof,
with a combined single limit for bodily injury and property damage in an amount of not less than
TEN MILLION DOLLARS ($10,000,000.00) as further set forth in Exhibit "D" to this Lease.
Such public liability insurance policy or policies shall be stated to be primary and
noncontributing with any insurance which may be carried by Landlord and shall contain a
provision that the Landlord, although named as an insured shall nevertheless be entitled to
recover under that policy for any loss, injury or damage to the Landlord, its agents and
employees or the property of such persons by reason of the negligence of Tenant. Tenant shall
have the right to self -insure with respect to the foregoing insurance requirements provided that
Tenant's self-insurance program meets all requirements set forth in Exhibit "D" at all times
during the term of this Lease.
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(D) Certificate of Insurance. All policies of insurance procured and
maintained by Tenant hereunder shall be issued by companies having not less than Best's A:
Class X rating and shall be issued in the name of the Landlord and Tenant for the mutual and
joint benefit and protection of the parties. Executed copies of all insurance policies or a
certificate thereof shall contain a provision that not less than thirty (30) days' written notice shall
be given to Landlord prior to the cancellation, reduction of coverage, expiration or any material
change in any such policy.
(E) Failure to Provide Insurance. If Tenant fails or refuses to procure or to
maintain insurance as required by this Lease or fails or refuses to furnish Landlord with required
proof that the insurance has been procured and is in force and paid for, Landlord shall have the
right at Landlord's election, upon ten (10) days advance written notice, to procure and maintain
such insurance. The premiums paid by Landlord shall be treated as added rent due from Tenant
with interest at the Bank of America prime rate, to be paid within thirty (30) days of demand.
Landlord shall give prompt notice of the payments of such premiums, stating the amounts paid
and the names of the insurer or insurers.
(F) Waiver of Subrogation. Tenant hereby releases landlord and their
respective representatives, from any claims for damage to any person or to the Premises and the
improvements which may be located upon the Premises and to the fixtures, personal property,
tenant's improvements and alterations of tenant in or on the Premises and the improvements
which may be located upon the Premises that are caused by or result from risks insured against
under any insurance policies carried by the tenant and in force at the time of any such damage.
Tenant shall cause each insurance policy obtained by it to provide that the insurance company
waives all right of recovery by way of subrogation against landlord in connection with any
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damage covered by any policy, provided obtaining such a waiver in each such policy is then
available at a reasonable charge. Neither party hereto shall be liable to the other for any damage
caused by fire or any of the risks insured against under any insurance policy required by this
Lease.
9. Landlord's Covenants.
(A) Water Supply. Landlord shall make available to Tenant, at no charge to Tenant,
up to one thousand (1000) acre feet per year of reclaimed water from the White Slough
Treatment Plant, at a flow rate of not less than 893,000 gallons per 24 hour day. Tenant shall
have exclusive responsibility for managing its daily water needs including storage and pumping
of any daily water in excess of the daily 893,000 gallon supply. Tenant shall have the option to
reject all or any portion of the daily flow. Tenant acknowledges that Landlord's water supply is
subject to uncertainties associated with plant upsets, regulatory orders, mechanical and material
failures. Landlord shall have no liability to deliver water in the event for such events as long as
landlord diligently proceeds to remedy the cause of the failure.
(B) Discharge of Water. Landlord shall accept Tenant's industrial wastewater
in an amount not to exceed 1,200,000 gallons per day from the Project into the White Slough
Water Pollution Control Facility or other suitable treatment plant, within reasonable distance, at
the Landlord's then existing industrial or domestic rate as applicable based on the wastewater's
constituents. Tenant shall pay all applicable impact and connection fees, and the cost to construct
the facilities from the Project to the treatment plant. Landlord's obligation to accept the waste
shall be subject to the terms of a discharge permit by Landlord. Per current permit requirements
and the result of a 2013 USEPA compliance inspection, the City is updating the local Limits for
industrial dischargers to be approved by the Central Valley RWQCB. Any discharged
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wastewater must meet any and all local limits and all limits required by the Central Valley
RWQCB as amended from time to time. Tenant shall also pay the Art In Public Places Fees and
Wastewater Impact and Connection Fees in place at the time of connection.
(C) Continuing _Obli atg ions. The obligations of Landlord set forth in Sections
9.(A) and 9.(B) above shall continue throughout the term and extended term of this Lease
notwithstanding any sale or transfer of a Landlord owned treatment plant providing such service
to Tenant. The sale or transfer of any such treatment plant by Landlord shall be made expressly
subject to such obligations.
10. Repair and Restoration. If during the term of this Lease any building or
improvement on the Leased Premises or any part thereof shall be damaged or destroyed by fire
or other casualty, Tenant may, at its sole cost and expense, repair or restore the same or may
elect not to repair or restore. If Tenant elects not to repair or restore, Tenant may elect to
terminate this Lease by written notice to Landlord, but Tenant shall not be entitled to
reimbursement of any rental paid in advance. Tenant waives the provisions of Civil Code
Sections 1932(2) and 1933(4) with respect to any destruction of the Premises. Any monies
received by Landlord as compensation for damage or loss to improvements installed by Tenant
on the Premises shall be paid to Tenant and are hereby assigned to Tenant.
11. Assi ent. This Lease shall extend to and be binding upon the heirs, assigns,
executors, administrators, personal representatives, and successors of the parties hereto.
Landlord may assign, transfer, and convey, either in whole or in part, its ownership or interest in
the land, rights, privileges and property covered by this Lease; but no change in ownership of the
Leased Premises shall be binding upon the Tenant until the instrument conveying title thereto
shall have been property recorded in the Official County Records and a certified copy thereof
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shall have been furnished to Tenant. Tenant shall have the right to assign, sublease or otherwise
transfer all or any portion of this Lease (the right to finance Project development and operation
activities by having a security interest placed on the Tenant's interest is governed by Section 14,
below) subject to Landlord's prior written consent which shall not be unreasonably withheld,
conditioned or delayed; provided, however, that any and all such assignments or transfers shall
be subject to all of the terms, covenants and conditions of this Lease. Moreover, any assignee or
transferee shall be adequately capitalized to meet all of Tenant's obligations under this
Agreement. Tenant shall provide written notice to Landlord of any assignment or sublease of
Tenant's interest hereunder, including the name, address and phone number of the parry
receiving the assignment or sublease, provided that failure to give such notice shall not constitute
a default under this Lease. No assignment shall release Tenant from its obligations hereunder
unless and until such assignment is to the entirety of this Lease in which event Tenant shall be
released from all obligations hereunder except from: obligations already accrued at the effective
date and time of such assignment.
12. Default. The occurrence of any one or more of the following events shall
constitute a default under this Lease by Tenant:
(A) Failure to pay an installment of rent or other sum;
(B) Failure to pay any insurance premium, lien, claim, demand, judgment or
other charge provided for in this Lease to be paid or caused to be paid by Tenant at the time and
in the manner as provided in this Lease;
(C) Failure to maintain the Leased Premises or cause the same to be
maintained as provided for in this Lease;
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(D) Abandonment of the Leased Premises after completion of construction for
a continuous period of one hundred twenty (120) days; or
(E) Failure to perform or breach of any other covenant, condition or restriction
provided for in this Lease.
(F) Exceeding the waste discharge permit conditions.
13. Remedies in Event of Default. Upon any default of Tenant, and in the event the
said default is due to the failure of Tenant to make the payment of any installment of rent or
other sum when due, and in the event Tenant shall fail to remedy such default within twenty (20)
days after written notice to do so, or upon any other default by Tenant, and in the event that
Tenant shall fail to remedy such other default within thirty (30) days after written notice from
Landlord so to do specifying the nature of such default, or if such default cannot be cured within
thirty (30) days, Tenant has not commenced corrective action and prosecuted the same to
completion with due diligence, or in the event that the default is of such a nature that it cannot be
cured by any action of Tenant, then and in any of these events, in addition to any other remedy
Landlord may have by operation of law, Landlord shall have the right but not the obligation
without any further demand or notice to reenter the Leased Premises and eject all persons from
the Leased Premises, using due process of law, and immediately terminate Tenant's right to
possession of the Premises, and repossess the same by summary proceedings or other appropriate
action, and Landlord shall thereupon be entitled to receive from Tenant all damages allowed by
law.
14. Covenants for Lenders' Benefit. Tenant may at any time assign, sublicense,
sublease, or transfer to any lenders, banks or other commercial transferees (herein, "Lenders") or
assign or transfer to a Trustee a deed of trust for the benefit of any Lender or an agent for
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Lenders ("Agent") all or any part of Tenant's interest under this Lease without the consent of
Landlord. Tenant shall give written notice to Landlord of any such assignment, sublease or
transfer, and of any further assignment by any such Lender or Agent, providing in each case the
name and address of such Lender or Agent. Should Tenant assign, sublicense, sublease, or
transfer any of its interest as provided above, Tenant and Landlord expressly agree between
themselves and for the benefit of any Lenders or Agent for Lenders as follows:
(A) Landlord shall promptly deliver to Lenders or Agent a copy of any notice
of default hereunder sent to the Tenant under this Lease and agrees that any notice to the Tenant
of any default or intention by the Landlord to terminate this Lease shall not be effective against
the Lenders or Agent unless Landlord shall have given to Lenders or Agent notice of such
default or termination. Any such notice (a "notice") to the Lenders or Agent shall be in writing,
shall be addressed to Lenders or Agent at their address designated in writing by notice to
Landlord and shall be deemed given or made upon the third business day following deposit
thereof in the mail, postage prepaid. The Lenders or Agent may by notice to the Landlord
change the address to which such notices, demands, requests or other communication shall be
given.
(B) Landlord shall not exercise any right, power or remedy under this Lease,
and under no circumstances shall the Landlord terminate this Lease, if, after expiration of the
applicable cure period for the Tenant after Tenant's receipt of a written notice of default from
Landlord pursuant to paragraph 12 hereof. (i) in the event of a default in the payment of rent or
other sum due under this Lease, the Lenders or Agent pay or cause to be paid such rent or other
sum within thirty (30) days after receipt of a further written notice specifying such default from
the Landlord; or (ii) in the event of any default other than the payment of rent or other sum due
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under this Lease, the Lenders or Agent shall cure or cause to be cured the default within sixty
(60) days after receipt of a further written notice specifying such default from the Landlord or, if
such default is not susceptible of being cured within sixty (60) days, the Lenders or Agent have
commenced steps necessary to cure the default and proceed diligently to cure the default and the
default can be cured in a commercially reasonable time.
(C) If this Lease and Tenant's leasehold interest in the Property is sold,
assigned or transferred to the Lenders or Agent pursuant to the exercise of any right, power or
remedy reserved to the Lenders or Agent under a credit agreement or deed of trust, the Lenders
or Agent shall have the right to assign this Lease without the Landlord's consent and upon such
assignment the Lenders and Agent, if any, shall be released from the performance of all
obligations of the Tenant under this Lease.
(D) If this Lease is terminated for any reason whatsoever, other than a
termination by reason of Lender's or Agent's failure to cure a default which is susceptible of
being cured pursuant to Paragraphs 12 and 14(B), hereof, the Landlord shall, upon the request of
the Lenders or Agent, immediately recognize the Lenders or Agent or their or its nominee,
purchaser, assignee or transferee as the Tenant under this Lease for the remainder of the term of
this Lease and, in such event, the Lenders or Agent or their or its nominee, purchaser, assignee,
or transferee shall be automatically substituted as the Tenant under this Lease.
(E) Landlord shall not consent to any modifications or amendments of this
Lease without the consent of the Lenders or Agent.
(F) Landlord certifies as of the date above first written and thereafter, in
accordance with Paragraph 14(G), hereof, that (i) this Lease is currently in full force and effect
and has not been modified, amended or revoked, and (ii) no default, or event which with the
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giving of notice or the passage of time, or both, would constitute a default under this Lease has
occurred and is continuing.
(G) Tenant and/or Lenders or Agent shall have the right from time to time to
deliver to Landlord in accordance with Paragraph 17 of this Lease, a written request ("Written
Request") that Landlord confirm to Lenders or Agent (at the address set forth in such Written
Request) the certifications contained in Paragraph 14(F), herein, or, alternatively, inform Agent
of any exceptions that have arisen with respect to the certifications contained in Paragraph 14(F),
herein. Should Landlord fail to respond within ten (10) days of its receipt of such Written
Request, Landlord (i) shall be deemed to have made the certifications contained in Paragraph
14(F) of this Lease as of the date of such Written Request and (ii) shall be estopped from
claiming that any default or breach has occurred under this Lease on or prior to the date of such
Written Request unless landlord had no knowledge of the breach or default.
15. Ownership of Improvements. Title to any buildings, improvements or fixtures
which may be placed on the Premises by Tenant shall remain in Tenant. Landlord agrees to
subordinate all rights, if any, which Landlord may have in any of such improvements to the
rights of Tenant. Tenant may remove the improvements at any time during the term of this
Lease. Any improvements remaining on the Premises after expiration or sooner termination of
the Lease shall at landlords election become the property of Landlord or be removed by Tenant
as provided in paragraph 16(D).
16. Miscellaneous.
(A) Negotiation, Mediation. Except as provided in this paragraph, Landlord
and Tenant agree to first negotiate and then mediate with respect to any claim or dispute arising
out of or relating to this Agreement, before resorting to court action. Either party may initiate
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settlement negotiations by providing written notice to the other party, setting forth the subject of
the claim or dispute. Tenant and Landlord agree to cooperate in scheduling negotiations and to
participate in the settlement negotiations in good faith. If Landlord and Tenant fail to settle such
claim or dispute within thirty (30) days after the date of mailing of the notice initiating settlement
negotiations or within such additional time period as the parties may agree in writing, the parties
agree to submit the matter to JAMS for mediation within thirty (30) days thereafter. Either party
may commence mediation by providing to JAMS and the other party a written request for
mediation, setting forth the subject of the claim or dispute and the relief requested (the
"Mediation Notice"). Except as provided herein or by written agreement of the parties, the
mediation shall be conducted in San Francisco pursuant to the JAMS rules. The parties will
cooperate in selecting a mediator from the JAMS panel of neutrals, and in scheduling the
mediation proceedings. If the parties do not select a mediator within thirty (30) days of the
Mediation Notice, the parties agree that either party may request that JAMS in San Francisco,
California, facilitate the choice of mediator by applying the "strike and rank" process used for
appointment of arbitrators in arbitration proceedings, or to appoint a mediator, if necessary, and
both parties agree to the appointment of such mediator as so selected. The parties agree to
participate in the mediation in good faith, and to share equally in its costs. All offers, promises,
conduct and statements, whether oral or written, made in the course of the mediation by either of
the parties, their employees, agents, experts and attorneys, and by the mediator and any other
JAMS employees, are confidential, privileged and inadmissible for any purpose, including
impeachment, in any litigation or other proceeding involving the parties, but evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a
result of its use in the mediation. If JAMS should no longer exist at the time the claim or dispute
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arises, the matter shall be submitted to its successor entity, or if there is no such successor entity,
to the American Arbitration Association or other similar organization mutually agreed upon by
the parties, and except as provided herein or by mutual agreement of the parties, the mediation
rules of such successor or alternate organization shall apply. Except as may be expressly set forth
in any written settlement agreement, should the matter be settled by negotiation or mediation
prior to commencing court action, each party shall pay its own attorneys' fees and costs. Except
as provided below, neither party may commence an action arising out of or relating to this
Agreement until expiration of the negotiation period and completion of the initial mediation
session in accordance with this paragraph. If either party commences an action with respect to a
claim or dispute covered by this paragraph without first attempting to resolve the matter through
negotiation and mediation, or refuses to negotiate or mediate after a request has been made, then
that party shall not be entitled to recover attorneys' fees and costs, even if such fees and costs
would otherwise be available to that party in such action. Either party may seek equitable relief
to preserve the status quo prior to participating in the negotiation and mediation proceedings
required pursuant to this paragraph. In addition, matters that are within the jurisdiction of
probate, small claims, or bankruptcy court are excluded from mandatory negotiation and
mediation hereunder. The provisions of this paragraph may be enforced by any court of
competent jurisdiction, and the parry seeking enforcement shall be entitled to an award of all fees
and costs, including reasonable attorneys' fees, to be paid by the party against which enforcement
is ordered. The covenants of Tenant and Landlord contained in this paragraph 26 shall survive
the termination of this Agreement.
(B) Waiver. No waiver of any breach of any of the terms, covenants,
agreements, restrictions or conditions of this Lease shall be construed as a waiver of any
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succeeding breach of the same or other covenants, agreements, restrictions and conditions
hereof. No delay or omission of Landlord to exercise any right or remedy shall be construed as a
waiver of any such right or remedy or of any default by Tenant under this Lease. The various
rights and remedies reserved to Landlord herein including those not specifically described in this
Lease shall be cumulative and, except as otherwise provided by California statutory law in force
at the time of execution of this Lease, Landlord may pursue any or all of such rights and
remedies whether at the same time or otherwise.
(C) Holding Over. If Tenant shall hold over the Leased Premises after the
expiration of the term hereof with the consent of Landlord, either express or implied, such
holding over shall be construed to be only a tenancy from month to month, subject to all the
covenants, conditions and obligations hereof, and Tenant hereby agrees to pay to Landlord the
same rental as provided in this Lease; provided, however, that nothing herein contained shall be
construed to give Tenant any rights to so hold over and to continue in possession of the Leased
Premises after the expiration of the term hereof.
(D) Surrender at End of Term; Decommissioning. Upon the end of the term of
this Lease, as provided herein, or any extension thereof, or sooner termination of this Lease,
Tenant shall surrender to Landlord all and singular the Leased Premises, and shall dismantle and
remove all improvements and all fixtures and equipment and return the property to its condition
upon the date of commencement of this Lease at Tenant's sole cost and expense, all within a
period of two (2) years.
(E) No Offsets. Landlord acknowledges that Tenant is executing this
Agreement in its capacity as the developer of Compressed Air Energy Storage, and not in its
capacity as the provider of electricity and natural gas to the Property. Notwithstanding anything
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to the contrary contained herein, no act or omission of Pacific Gas and Electric Company or its
employees, agents or contractors as a provider of electricity and natural gas shall abrogate,
diminish, or otherwise affect the respective rights, obligations and liabilities of Landlord and
Tenant under this Agreement. Further, Tenant covenants not to raise as a defense to its
obligations under this Agreement, or assert as a counterclaim or cross-claim in any litigation or
arbitration between Landlord and Tenant relating to this Agreement, any claim, loss, damage,
cause of action, liability, cost or expense (including, without limitation, attorneys' fees) arising
from or in connection with Pacific Gas and Electric Company's provision of (or failure to
provide) electricity and natural gas.
(F) Ins ection. Landlord reserves the right for Landlord and Landlord's
agents and representatives to enter upon the Leased Premises at any reasonable time for the
purpose of attending to Landlord's interest hereunder, and to inspect the Leased Premises.
(G) Relationship of Parties. The relationship of the parties hereto is that of
Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any
way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the
conduct of Tenant's business or otherwise.
this Lease.
(H) Time of the Essence. Time is expressly declared to be of the essence of
(I) Memorandum of Lease. This Lease shall not be recorded, but the parties
agree to execute and deliver a Memorandum of this Lease in recordable form, which
Memorandum shall be recorded.
(J) Quitclaim. At the expiration or earlier termination of this Lease, Tenant
shall execute, acknowledge and deliver to Landlord within five (5) days after written demand
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from Landlord to Tenant any quitclaim deed or other document required by any reputable title
company to remove the cloud of this Lease from the real property subject to this Lease.
(K) Number and Gender. Whenever the singular number is used in this Lease
and when required by the context, the same shall include the plural, and the masculine gender
shall include the feminine and neuter genders, and the word "person" shall include corporation,
firm or association. If there is more than one Tenant, the obligations imposed under this Lease
upon Tenant shall be joint and several.
(L) Headings and Titles. The marginal headings or titles to the paragraphs of
this Lease are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part of this Lease.
(M) Entire Agreement. This Lease contains the entire agreement of the parties
hereto with respect to the matters covered hereby, and no other previous agreement, statement or
promise made by any party hereto which is not contained herein shall be binding or valid.
(N) Force Majeure. Except as to the payment of rent, neither of the parties
hereto shall be chargeable with, liable for, or responsible to, the other for anything or in any
amount for any delay caused by fire, earthquake, explosion, flood, hurricane, the elements, acts
of God, or the public enemy, action or interference of governmental authorities or agents, war,
invasion, insurrection, rebellion, riots, strikes, or lockouts or any other cause whether similar or
dissimilar to the foregoing, which is beyond the control of such parties and any delay due to said
causes or any of them shall not be deemed a breach of or default in the performances of this
Lease.
(0) Disclaimer of Representations. Except as otherwise specifically provided
herein, Landlord has made no representations or warranties to the Tenant concerning the Leased
18
{00973221}.2
1/24/14
Premises, the present use thereof or the suitability for Tenant's intended use of the property.
The foregoing disclaimer includes, without limitation, topography, climate, air, water, water
rights, utilities, present and future zoning, soil, subsoil, drainage, access to public roads,
proposed routes of roads, or extension thereof, or effect of any state or federal environmental
protection laws or regulations. Tenant represents and warrants to Landlord that he and his
representatives have made or will made their own independent inspection and investigation of
the Leased Premises and Tenant, in entering into this Lease, is relying solely on such inspection
and investigation. No patent or latent physical condition of Leased Premises, whether or not
known or discovered, shall affect the rights of either party hereto. Any agreement, warranties or
representations not expressly contained herein shall in no way bind either Tenant or Landlord.
Landlord and Tenant waive any right or rescission and all claims for damages by reason of any
statement, representations, warranty, promise and agreement, if any, not contained in this Lease.
(P) Quiet Enjoy ent. This Lease is subject and junior only to all existing
easements, covenants, conditions and restrictions and other matters and encumbrances of record
as of the date of this Lease. As long as Tenant is not in default of any provision of this Lease.
Tenant shall have quiet enjoyment of the Premises.
(Q) Termination. Tenant may terminate this Lease at any time upon six (6)
months advance notice.
(R) City of Lodi to be Designated Point of Sale. All construction and
purchase contracts for the Project shall, to the extent commercially reasonable to do so, include a
point of sale clause identifying the City of Lodi as the point of sale for all material and
equipment purchases.
19
{00973221}.2
1/24/14
(S) Taxes. Tenant shall be responsible for payment of any possessory interest
taxes which may be assessed against the Leased Premises and for payment of any personal
property taxes assessed against the personal property of Tenant on the Leased Premises.
17. Payments and Notices. Any notice to be given or other document to be delivered
by either party to the other party may be given by personal delivery or nationally recognized
overnight courier or may be deposited in the United States mail in the State of California, duly
registered or certified, with postage prepaid, and addressed to the party for whom intended as
follows:
TO LANDLORD: City Manager, City of Lodi
221 West Pine Street
Lodi, CA 95240
TO TENANT:
If to PG&E by U.S. Mail or by registered or certified mail, return receipt requested:
Manager, Land Management
PG&E Land & Environmental Management
P.O. Box 770000, Mail Code N10A
San Francisco, CA 94177
If to PG&E by delivery by hand or overnight courier:
Manager, Land Management
PG&E Land & Environmental Management
245 Market St. Room 1036
San Francisco, CA 94105
Either party hereto may from time to time by written notice to the other party designate a
different address which shall be substituted for the one specified above. If any notice or other
document is sent by registered or certified mail, as provided above, the same shall be deemed
served or delivered seventy-two (72) hours after the mailing thereof.
This Ground Lease has been executed on the date first set forth, to become effective as
provided for in paragraph 3 hereof.
20
(00973221).2
1/24/14
Ir/_W►i-1103,1113
CITYOF LODI, a municipal corporation
Its: City Manager
Date:
TENANT:
PACIFIC GAS AND ELECTRIC COMPANY
Date:
ATTEST:
City Clerk
Approved As To Form:
City Attorney(j yeia�
21
{00973221}.2
1/24/14
EXHIBIT "A" TO LEASE
PARCEL ONE:
THAT PORTION OF THE FOLLOWING DESCRIBED REAL PROPERTY, LYING WESTERLY OF AND
CONTIGUOUS TO THE WESTERLY LINE OF THAT CERTAIN PORTION THEREOF, CONVEYED TO THE
STATE OF CALIFORNIA, BY DEED RECORDED MAY 15, 1968, IN VOLUME 3209, PAGE 274, SAN JOAQUIN
COUNTY RECORDS:
BEGINNING AT AN IRON ROD, AT THE INTERSECTION OF THE NORTH LINE OF SOUTH 1/2 OF SECTION
24, TOWNSHIP 3 NORTH RANGE 5 EAST, MOUNT DIABLO BASE AND MERIDIAN WITH THE WESTERLY
RIGHT OF WAY LINE OF COUNTY ROAD, KNOWN AS MOSELEY/THORNTON ROAD, SAID ROD BEING AT
THE NORTHEAST CORNER OF THAT CERTAIN TRACT OF LAND ACQUIRED BY THE CITY OF LODI, FROM
GEORGE W. EMDE, ET.AL., BY DEED RECORDED JUNE 19, 1944, IN VOLUME 882, PAGE 161, OF OFFICIAL
RECORDS, AND AS SAID ROD IS INDICATED ON MAP OF SURVEY, FILED FOR RECORD APRIL 28, 1947,
IN VOLUME 7, PAGE 9, RECORD OF SURVEYS; THENCE SOUTH 89 58' WEST, ALONG THE NORTH LINE OF
SAID CITY OF LODI PARCEL, AND ITS WESTERLY PROJECTION, 5,075.5 FEET TO A POINT; THENCE
NORTH 0 34' WEST, ALONG A FENCE LINE, 1317.0 FEET TO THE FENCE LINE ON THE NORTH LINE OF
THAT CERTAIN TRACT OF LAND ACQUIRED BY GEORGE W. EMDE, ET. AL., FROM CLYDE 0. FOX, BY
DEED RECORDED OCTOBER 24, 1944, IN VOLUME 902, PAGE 86, OF OFFICIAL RECORDS, SAID FENCE
LINE BEING ON THE SOUTH LINE OF THE LAND KNOWN AS THE TREDWAY RANCH; THENCE NORTH 89
54 1/2' EAST, ALONG SAID LINE, 3660.4 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SAID
MOSELEY/THORNTON ROAD; THENCE SOUTHEASTERLY ALONG SAID WESTERLY RIGHT OF WAY LINE,
ON A CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 12 39 1/2',RADIUS OF 3584.02 FEE TO
THE END OF CURVE; THENCE SOUTH 49 48' EAST, ALONG SAID WESTERLY RIGHT OF WAY LINE,
1165.2 FEET, TO THE POINT OF BEGINNING.
PARCEL TWO:
THAT PORTION OF THE FOLLOWING DESCRIBED REAL PROPERTY, LYING EASTERLY OF AND
CONTIGUOUS TO THE EASTERLY LINE OF THAT CERTAIN PORTION, CONVEYED TO THE STATE OF
CALIFORNIA, BY DEED RECORDED APRIL 14, 1970, IN VOLUME 3384, PAGE 1, SAN JOAQUIN COUNTY
RECORDS:
BEGINNING AT AN IRON ROD, AT THE SOUTHWEST CORNER OF THE EAST 1/2 OF THE SOUTHEAST
QUARTER OF SECTION 23, TOWNSHIP 3 NORTH, RANGE 5 EAST, MOUNT DIABLO BASE AND
MERIDIAN, SAID ROD BEING AT THE SOUTHWEST PROPERTY CORNER OF THAT CERTAIN TRACT OF
LAND, ACQUIRED BY THE CITY OF LODI, FROM GEORGE W. EMDE, ET. AL., BY DEED RECORDED JUNE
19, 1977, IN VOLUME 882, PAGE 161, SAN JOAQUIN COUNTY RECORDS, AND AS INDICATED ON MAP OF
SURVEY, FILED FOR RECORD APRIL 28, 1947, IN VOLUME 7, PAGE 9, RECORD OF SURVEYS; THENCE
NORTH 00 03 1/2' WEST, ALONG THE WEST LINE OF SAID CITY OF LODI PARCEL, 2637.25 FEET, TO AN
IRON ROD AT THE NORTHWEST CORNER OF SAID EAST 1/2; THENCE SOUTH 89 58' WEST, ALONG THE
NORTH LINE OF SAID SOUTHEAST 1/4 AND ITS WESTERLY PROJECTION, 1607.3 FEET, TO A POINT ON
THE NORTH LINE OF PROPERTY ACQUIRED BY GEORGE W. EMDE, ET.AL., FROM LULU F. BUNDS, BY
DEED RECORDED JUNE 19, 1944, IN VOLUME 887, PAGE 19, SAN JOAQUIN COUNTY RECORDS; THENCE
SOUTH 89 54 1/2' WEST, ALONG SAID NORTH LINE, 1017.0 FEET TO A POINT; THENCE SOUTH 89 58
1/2' WEST, ALONG SAID NORTH LINE, 2476.4 FEET, TO THE NORTHWEST CORNER OF SAID NORTH
LINE, 2476.4 FEET, TO THE NORTHWEST CORNER OF SAID PROPERTY ACQUIRED BY GEORGE W.
EMDE, ET.AL., BEING ON THE EASTERLY LINE OF A 30 FOOT DITCH, BEING ALSO ON THE EASTERLY
LINE OF LAND KNOWN AS THE CRAWFORD RANCH; THENCE FOLLOWING SAID EASTERLY LINE, BEING
ALSO THE WESTERLY LINE OF SAID PROPERTY, ACQUIRED BY GEORGE W. EMDE, ET.AL., ON THE
FOLLOWING COURSES AND DISTANCES; SOUTH 27 04' EAST, 1762.0 FEET; SOUTH 6101' EAST, 600.0
FEET; SOUTH 55 11' EAST, 1200.0 FEET; SOUTH 55 59' EAST, 600.0 FEET; SOUTH 42 07' EAST, 300.0
FEET; SOUTH 02 09' EAST, 806.1 FEET, TO THE SOUTH LINE OF SAID SECTION 23; THENCE SOUTH 89
55' EAST, ALONG SAID SOUTH LINE, 2068.4 FEET, TO THE POINT OF BEGINNING.
NOTE: THIS LEGAL DESCRIPTION IS BEING USED TO FACILITATE THE ISSUANCE OF A PRELIMINARY
REPORT AND SHOULD NOT BE USED TO CONVEY OR ENCUMBER SAID LAND, UNTIL THE
REQUIREMENT OF THE SUBDIVISION MAP ACT (SECTION 66410 ET SEQ.OF CALIFORNIA GOVERNMENT
CODE) HAS BEEN COMPLIED WITH IN ACCORDANCE TO LOCAL ORDINANCES ADOPTED PURSUANT
THERETO.
2
Exhibit "B"
Overhead Electric Transmission Easement
Potential Underground Air/Water Pipe
Easement
*NOTE* These locations are approximate and subject to final design.
Exhibit «C» TO LEASE
GENERAL NOTES
SCOPEe
TM Pa•]pee o•
lKh1a11-bdNYf]fegipr.'tdivpl r tShOOnI4aiNdIlq CWn4d KctoowI1200wvruvooe •er 'a•iw, Ss
aO.ao,.
TMVeP,G.lS. emhM,
e•M1IIC
f11aY{ Oro pc -v Mir OVerletd tr V�Yn, sYiin llMe. SM1se'
R fb' rC :'f liaei SU.- O uilp t r�neaa-_], }c. $Axe- 6 i! TK i[]IC-isn T[fKa. IMO- ` ii ifs,
OT grq.rd i -q m..r'a ls. fMlin.i0 •Y -11a YcuWllve aro[:.rlr.a .-nxI :� nirrta IIIA apar:If.rp cros:t:ata-
CENSTUL WTES, SUBSTATION FEfe'ES
I. Cspcer Coale ie — stcrldefel Cobh —C for q -c -ting c I tkblTeticn Im_et.
2. grosM cacr carts- c' Tanan
1. nrtf nll.c pates"i : epuro a Oh+n1 .i'n one yol1rW rcd and the btr iec q-nnoi np Icaoe ancu�e be
e•-srdea :0 rfL:l rage e.�f.f• Sas ii0-ro e.
I-
4, V9z +yt011 iC fcncc0 do MI rOd 4, YaHyIfQ
5. Instal 2_d fedi b—cm eor`efs to irlVic edjoesnt p^cula rcca a'o lof nate thm T9 Teo` cpv't-
b. Fm' Ci plreinC al�yl'•'eIllrta ]T !-baTOI ]N 'MLDe dm -0 911 incmirq end 0u-Gaim 4i -CU to Ya
uldararaWiC, ' /o• •! '11. S..9•OtiM -Ilei—irel Ocbe•i-,,.
}• Men Cilp61;• filr.w Iccu1 J Wliitilf 'a aNi0lal icn r—,a mai AI q,.III — al a- ,O]c101101 sY-vaen t -e
-1wl
ft— Ir 9 Cees Mt o:rlf }c non-nete'I Ie ten:We.
B. 1f c Nan-d—CM metal 'o Nerce — ba ofi -vd to c CVTV-Y AI —ra eleato-Ian 4— rotor to
S Jbotat M EnCin.a-lap C.t-1-1,
i. •C4ete :ince!' I —h of reoctcr ome,0 u'asi laco'ed vithin -he pr3W* TaMe 91101 ae q-ocrdac tc
•ha :Ic•+a0 q- 6 q-%
10. rIVIf I0a1 is 1,c ni.'— di-- fear 1— to reit !tC-i]h Q'Clnd yi. b' OO+iTsxn• L,MOCI d1 to
the !Toil ma YOtnd YIc. No el e`:tr:al eOrnapli VN .1101• neW w�•san tM fenCa d"u -:ro eplP tlict:o` QOLTd
O�athkTlf'os carnacre. •O 1M a•atiaN p'a+C prltl. soTCY to isblTor :ar Epp Mer i`q eoptr tlMnl •TKl1
mini xsn eiaTO160 ICT,- of rain -aired it I- K Yi Ir W.. z— �;- sin W U. Wa1wa.
II. C—.d ell get., ar seCh -oft o• o•I dIM'. 9atee to fbey. poo- -ith fl -it'. 014-d- See =•,m. 1,
2. '--e O]• liJN3 p' Io•n i•`ola atoll Mt b! Wad.
IS, -te delglTe yp n•. :.• o' atolaird iv ni' epplY -4 Y4•Y 14tICrI talWa6 Alp- its :u1 'Ad -a tlq eWetot'an
Grdl'p :rid, Far :acne MplIcViois, sFeotie 2-ou-di n; cMlalia Dill si<ta to Ye : a+tlin7 raWirartenr.
[A If. Cc -e —or. I step' eho. d be imial M It 9b• f,A t'I—d aotllt:o',
Ali. W' Taa Acta is con,lidi— to ppot in are airo:tlotl ;— -oap — as .4,41 -ed cn ]alh sift, of tha qi-v,
ENCitUHMC STAMM) PG%E Co A'd.Ny AIf4 .Ii i�9
r.C7 OF GRGUNOING FENCES F�}}��77 /�
ANOW.NM I-ILUISES SsEET 2 OF 5NCE-5 020607 0
M 5&tN ri�
Exhibit ccr» TO LEASEkcont'd)
9 •fef4f♦4f�ff
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m
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• pes. am qe-e 44--w—w--YYII//
"h,h' 0 p::GLIY
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VEME •e' DET.IL •B• DE FAQ(, 'C'
SUBSTATION FENCES W� 'h°EAIW CM04+V DRAW] NC. N Y
rC�'IDO or G9Dl,NDINe, F=N CS F+G&E CO. _ n•�/�G/� /�
aNl 'aIRE T;£ -L ISES SFEET .l # W, 1\ V L V V V 7 L
FTFCUJ Z 7 Tui? I SCAN
Exhibit «C» TO LEASE (cont'd)
FIC_16
mea..Kln O ci�y,*grhllp114 '•
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Ql. W. 1::N In•al IY ht ou flp 11 :a MI •Mw m q p•nJIOS:.
TdTION FENCES AND
PG&E CO. ^O r'Or�`� 1
N=TKQC OF GROUNQrISC FENCES /�G h/��
qNU WIWI INELL ISES SHEET 4 CF-sNEETS V V G V
Exhibit "C55TO LEASE (cont'd)
e
CuGl Cla.•i' Yrlp Tiel rF
n.f.o DeYlr a+.a.w 'f i
ca 2ro Plot—'t r
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2S. a'4.0 V:.YMGYi:ne W alpyY IV Waf as CVYYIVIY.
IE. for tNll:l 1laG that ESC 0, or -ad at each a^a a- —re tte tcrl i. ,•DFFR1 M499 ,f MA
Ura•,rlo'ni Zare IIr Saeet 9>.
7:. C>r tr. 11 .z im.-er tPai 45C 4 o+. --c at am, a^a a• rh t^p f-p.l iA *,.,a.. f^p .eQa Cf -
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WIRE TRELLIS NEAR DVERNE660 7RANSHISSIQN LINES
hHGIRLER1YC STAG9i5G PG&E Co. UFArWyIHG KHM; RFI
N.?TH�F"rr O�WIRE MELLISESNf.FS SR•11 5 CF SIIEETS 0G060� fl
Lout -'.I �w7/1
Exhibit "UTO LEASE (cont' d)
Exhibit «C» TO LEASE (cont' d)
GI -L OF WTFS:xI
ITEM OESCRIFr EDN
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Exhibit "D"TO LEASE
Pacifrc Gas and
Flack Canpany-
STATEMENT OF SELF-INSURANCE PROGRAM
ERM & lr urance Dfpatcr,e"'
245 Market StM! HSS
e Floor
San Frans CA 54105
1MMrse a
February 5.2014
Issued to: City of Lod
Attn: Steve Schwabauer, City Attorney
221 West Pine Street
Lodi. CA 95420
Re: Insurance requirements for Pacific Gas and Electric Company (PG&E) as part of a "ground
lease- agreement located near the intersection of Highway 12 and Intestate 5 (adjacent to the
White Slough Waste Water Treatment Plant and the Northern California Power Associations Lodi
EnergyCenter)_
This letter certiriies PG&E is insured under a major risk management program with large self4risured
retentions. The program provides coverage for the insurance types and Emits reflected in the
agreement which includes:
Commercial General Liability: $10,000.000 each occurrence / $10,000,000 aggregate
Pollution Liability_ $10,000.000 each occurrence / $10,000,000 aggregate
Business Auto Liability: $10,000.000 combined single Gnat
Employers liability_ $1,000.000 each accident
Rather, PG&E has qualified as a self -insurer under the laws of the State of California with respect to
Workers' Compensation. Our identification number for this purpose's 2-0012-01-099.
This letter shall remain in effect until the termination of the insurance agreement between PG&E
and the City of Lodi, its elected and appointed Boards, Commit cions. Officers, Agents, Employees
and Volunteers, who are additionally insured as outlined in the aforementioned lease agreement
•Please note a certificate of insurance is not applicable when an entity is self-insured, such as
PG&E, and note there is no expiration date_
AIX, 41
MARTIN K WYSPL"KI
Director of ERM & Inwranee
Padlic Gas & Seelric Company
51 Ce11111211m1 leiter
ne: PGE -216.01
EXHIBIT "C" TO OPTION
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
NAME Manager, Land Management
PG&E Land & Environmental Management
MAILING
ADDRESS 245 Market Street, Room 1036
STATE San Francisco, CA 94105
STA
LINE RESERVED FOR RECORDER'S USE
MEMORANDUM OF ELECTRIC CONVERSION FACILITY SITE OPTION TO LEASE
AGREEMENT
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, the
undersigned landowner(s) ("Optionor"), and Pacific Gas and Electric Company, a California corporation
("Optionee"), have entered into an Electric Conversion Facility Site Option to Lease Agreement under which
Optionor granted, and hereby grants, to Optionee the right to purchase in fee simple that certain real property
described on Exhibit "A" attached hereto, all upon the terms, covenants and conditions set forth in such
Electric Conversion Facility Site Option to Lease Agreement, which terms and conditions are incorporated
herein by this reference. Such Electric Conversion Facility Site Option to Lease Agreement is dated effective
the day of , 2014 (the "Effective Date").
OPTIONOR:
City of Lodi,
a municipal corporation
LN
(Title)
OPTIONEE:
PACIFIC GAS AND ELECTRIC COMPANY
0
ALL-PURPOSE ACKNOWLEDGMENT FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF
On , 2012, before me,
Date
personally appeared
Place Notary Seal Above
ss.
Name And Title Of Officer (e.g. "Jane Doe, Notary Public")
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
OPTIONAL
Signature of Notary Public
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
2
{00953617).1
1/24/14
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
Palufc Gas and
Becodc Ch"anvT
Exhibit «D» TO OPTION
usmstm&t, sus
em=
Sar. Fl mtds= Gh 9170
i =n
STATEAAM OFSIN411 S TRANCE PROGRAM
February 5.2D14
rAftn:
City of Lodi
SteveSchwrabauer CiyAttorney
1 West Pine Street
CK. CA 9542D
Re: Insurance requirements for Pacific Gas and Bechtc Company (PG&E) as part of an "option
to base" agreement located new the intersection of Highway 12 and Interstate 5 (adjacent to the
White Slough Waste Water Treatment Plant and the Northern California Power Associations Lad!
Energy Cent -j-
This letter cedifias PG&E is insured under a major rids management program with large self-esmad
retentions_ The program provides coverage for the insiaance types and limis reflected in the
agreementwhich dudes
Commercial General tiabgW $2AOD000 each occurrence / $2.000000 aggregate
Pollution Cubit.. $2.01M.000 each occurrence! $2.DDDAW aggregate
Business Auto Uabifiy. $2000.000 combined single fmi
Employers tubby: $1.000,000 each accident
Further, PG&E has qual6ed as a self under the laws of the State of Calitomia with respect to
Worlmrs' Compenvolion. Our identification number for hats purpose is 2-0D12-01-099.
This letter shot remain in effect unill the termination of the insurance agreement between PG&E
and the City of Lak its elected and appointed Boards. Cormnissiorns. Officers. Agents. Er4doyeea
and VoMrteem who ase additionally insured as oufined in the aforementioned lease agreement
'Please note a certificate of insurance k not applicable when an entity is self-inwred, such as
PG&E, arm note there Is no expiation date. �
Ila.
MARfINIC MSP ANSKI
DrnctorofERPA & hmwance
Pacific Gas & Bechic Ca ixiny
9 Genn rsev
rM P015 -2"I