HomeMy WebLinkAboutA3314 - KENETECH WINDPOWER KWI ANNEX 26 WECS BANKRUPTCY 1 ALAN PEDLAR (State Bar No. 72216) ,
GEORGE C . WEBSTER II (State Bar No . 82870) , and
2 EFRAT B. ZISBLATT (State Bar No. 192790) ,
Members of STUTMAN, TREISTER & GLATT
3 PROFESSIONAL CORPORATION
3699 Wilshire Boulevard, Suite 900
4 Los Angeles, California 90010 Kenetech Windpower, Inc.
Telephone : (213) 251-5100
5 assumed by Windpower Prtnrs
1993, LP
Reorganization Counsel for AGREEMENT #3314
6 Debtor and Debtor in Possession
U.S. Bankruptcy Ct 12-14-98
7 Debtor ' s Mailing Address :
KENETECH Windpower, Inc.
8 6952 Preston Avenue c
Livermore, California 94550
9
10 UNITEI) STATES BANKRUPTCY COURT
11 NORTHERN DISTRICT OF CALIFORNIA
12 In re )
Case No. 96 44426 T
13 )
KENETECH WINDPOWER, INC . , fka )
14 U. S . WINDPOWER, INC . , ) Chapter 11
15 ) NOTICE OF (1) INTENTION TO ASSUME
Debtor . AND ASSIGN EXECUTORY CONTRACTS
16 ) RELATED TO THE OPERATION OF THE
BUSINESS OF WINDPOWER PARTNERS
17 ) 1993, L.P; AND (2) DEADLINE FOR
FILING OBJECTIONS WITH RESPECT
18 ) THERETO
19 No Hearing Set
20
21 TO PARTIES ENTITLED TO NOTICE IN THE ABOVE-CAPTIONED CASE AND TO
22 THOSE PARTIES TO EXECUTORY CONTRACTS IDENTIFIED ON EXHIBIT "B"
23 HERETO:
24 PLEASE TAKE NOTICE that, on December 14, 1998 , the
25 United States Bankruptcy Court in the above-entitled case entered
26 its "Order Authorizing Assumption And Assignment of Easements and
27 Other Agreements Related To Windpower Partners 1993, L . P.
28 Windplants (the "Assignment Order" ) , a copy of which is annexed
199634.doc In re KENETECH Windpower, Inc. , case Flo. 96 44426 T
Notice Of (1) Intention To Assume and Assign Executory Contracts Related To The Operation Of The
Business Of Windpower Partners 1993, I..P., and (2) Deadline For Filing Objections With Respect Thereto
r
1 subject to the limitations set forth in following paragraph, KWI
2 intends to assume and assign pursuant to the Assignment Order and
3 the Plan. The other parties to the WPP93 Agreements are also set
4 forth on Exhibit "B" . In connection with the foregoing, KWI does
5 not admit or concede that the WPP93 Agreements set forth on
6 Exhibit "B" constitute executory contracts or unexpired leases
7 within the meaning of section 365 of the Bankruptcy Code, and
8 this Notice shall not be deemed to be such an admission or
9 concession by KWI . To the extent any property interest is
10 evidenced by a WPP93 Agreement set forth on Exhibit "B", which
11 property interest is not in the nature of an executory contract
12 or unexpired lease, KWI hereby provides notice of its intention
13 to transfer its identified property interest, if any, to WPP93 .
14 Assumption and assignment of any executory contract,
15 unexpired lease or property right evidenced by any individual
16 WPP93 Agreement set forth on Exhibit "B" shall not become
17 effective until consummated pursuant to a written agreement
18 executed by both WPP93 and KWI . Pursuant to the Plan, and to the
19 extent any individual WPP93 Agreement set forth on Exhibit "B" is
20 (a) an executory contract or unexpired lease, and (b) is not
21 assumed and assigned as set forth above, such executory contract
22 or unexpired lease will be deemed rejected as of the Effective
23 Date of the Plan.
24 Any party (an "Objecting Party" ) opposing (a) the
25 consummation of the intended assignments to WPP93 by KWI of the
26 WPP93 Agreements set forth on Exhibit "B" , or (b) the prior
27 determination that no defaults or arrearages exist which require
28 cure as a condition to assumption and assignment by KWI of the
199634 doc In re RENETECR Windpower, Inc., Case No. 96 44426 T Page 3
Notice Of (1) Intention To Assume and Assign Executory Contracts Related To The Operation Of The
Business 0£ Windpower Partners 1993, L.P. , and (2) Deadline For Filing Ob]ections With Respect Thereto
r
i ALAN PEDLAR (State Bar No. 72216) , v
GEORGE C. WEBSTER II (State Bar No. 82870) , and
2 JAMES O- JOHNSTON (State Bar No. 167330) , Members of
STUTMAN, TREISTER & GLATT
3 PROFESSIONAL CORPORATION
3699 Wilshire Boulevard, Suite 900
4 Los Telephone: (213) f Ornia 251-5100010 OR1G,.A�,�1LED
5
Reorganization Counsel for pEC A. 4-10
6 Debtor and Debtor in Possession
7 Debtor' s Mailing Address : DPK�ND?O�FOF A
KENETECH Windpower, Inc.
g _6952 Preston Avenue
Livermore, California 94550
9
UNITED STATES BANKRUPTCY COURT
10
NORTHERN DISTRICT OF CALIFORNIA
it
In re ) Case No. 96 44426 T
12 ) Motion Control No. STG 096
Chapter 11
13 KENETECH WINDPOWER, INC. , fka )
U.S. WINDPOWER, INC. , ) ORDER AUTRORIZING ASSUMPTION AND
14 ) ASSIGNMENT OF EASEMENTS AND OTHER
AGREEMENTS RELATED TO WINDPOWER
15 Debtor. ) PARTNERS 1993 , L.P. WTNDPLANTS -
)
16 ) Hearing
17 ) Date : December 14, 1998
Time: 10 : 00 a.m.
18 ) Place: Courtroom 201
1300 Clay Street
19 ) Oakland, CA 94612
20 On December 14, 1998 , a hearing was held in the above-
21 captioned case before the undersigned United States Bankruptcy
22 Judge on the "Motion For Order Authorizing Assumption And
i
23 Assignment Of Easements And Other Agreements Related To Windpower
24 Partners 1993 , L.P. Wi.ndplants" (the "Motion") , filed by KENETECH
25 Windpower, Inc . , debtor and debtor in possession ("KWI") , there
26 appearing Alan Pedlar, a member of Stutman, Treister & Glatt
27 Professional Corporation, counsel for KWI , and other parties as
28 indicated in the recorded transcript of the hearing.
In re 1C4=CH Windpower. Iao., Canis No. 96 44426 T pp p
194583.I.. order Authorizing Assumption And Assignment of Easements EX o I F1
And Other Agreements Related To Windpower Partners 1993, L.P. Windplamts
F.�
1 E. The notice of the Motion and the hearing on the
2 Motion, which was provided to WPP93 , the other parties to the
3 WPP93 Agreements, and to all entities who properly have filed and
4 served a request for special notice pursuant to this Court's
s "Order Limiting Notice, Establishing Notice Procedures, And
6 Approving Form Of Notice Of § 341 (a) Meeting Of Creditors, " fully
7 and adequately described the relief requested in the Motion and
e was reasonable and appropriate under the circumstances.
9 F. No Objections to the Motion were filed with or
10 received by the Court.
11 NOW, THEREFORE, IT HEREBY IS ORDERED TEAT:
12 1. The Motion is GRANTED.
13 2 . KWI is authorized to assume and assign the WPP93
14 Agreements to WPP93 ; provided, however, that such assumption and
15 assignment shall not become effective until consummated pursuant
16 to a written agreement: of assignment executed by both WPP93 and
17 KWI . KWI reserves all rights to reject any or all of the WPP93
18 Agreements to the extent that the assumption and assignment of
19 such agreements is not: consummated as set forth above.
20 3 . Upon such consummation, (a) WPP93 shall not be
21 required to perform any obligations arising under the WPP93
i
22 Agreements prior to the date of assignment, all of which
23 obligations either have been performed by KWI or were waived as a
i
I
24 result of the failure of the parties to such agreements to assert
i
2s any such claims through an objection to the Motion, and
26 (b) pursuant to section 365 (k) of the Code, KWI and KWI ' s estate
27 shall have no further liability for any breach of,- or other
2e obligations arising under, the WPP93 Agreements .
In re Kenetech Nindpower, Inc., Cane No. 96 44426 T pegs 3
L 99563.doc
Order Authorizing Assumption And Assignment of Easements EXHIBIT And other Agreements Related To Mindpower Partners 1993, L.P. "indplamts P
x
SCHEDULE OF AGREELN ENTS TO BE ASSIGNED TO
WINDPOWER PARTNERS 1993, L.P.
Contracting Party Description
David G. Buck Grant of Easement and Easement Agreement(KWI Easement
Courtside Apartments CA-PS-21), dated as of March 26, 1993, a short form of which
110015th Street was recorded in Riverside County, California, on May 3, 1993,
Sparks, NV 89431 as Instrument Number 164356, as corrected and recorded on
December 28, 1993, as Instrument Number 517708, and as
amended by a First Amendmentto Easement Agreement dated
February 9, 1994 and recorded in Riverside County California
on February 22, 1994 as Instrument Number 74200
Chem Quest Corporation Grant of Easement and Easement Agreement(KWI Easement
Attn: President CA-PS-22), dated as of March 1, 1993, a short form of which
15723 Kadota Street was recorded in Riverside County, California on May 3, 1993 as
Sylmar, CA 91342 Instrument Number 164357 and rerecorded on October 1, 1993
as Instrument No. 387240, as corrected and rerecorded on
December 28, 1993 as Instrument Number 517707
Rose K. Morita-Klee Grant of Easement and Easement Agreement(KWI Easement
9 Miranda Court CA-PS-23), dated as of April 23, 1993, a short form of which
Sacramento, CA 95822 was recorded in Riverside County, California on May 3, 1993 as
Instrument Number 164351
George Ivanov Grant of Easement and Easement Agreement(KWI Easement
4725 Moorpark Way CA-PS-24), dated as of April 23, 1993, a short form of which
Sacramento, CA 95842 was recorded in Riverside County, California on May 3, 1993 as
Instrument Number 164354.
Wellesley Rolland Kime Grant of Easement and Easement Agreement(KWI Easement
8654 Appian Way CA-PS-25), dated as of April 23, 1993, a short form of which
Los Angeles. CA 90046 was recorded in Riverside County, California on May 3, 1993 as
instrument Number 164354
Carinne Cascante Grant of Easement and Easement Agreement(KWI Easement
1725 N. Orange Grove Avenue CA-PS-26), dated as of April 23, 1993, a short form of which
Los Angeles, CA 90046 was recorded in Riverside County, California on May 3, 1993 as
Ariel Platt Instrument Numbers 164355, 164350 and 164353
1321 Perolata Street
Berkeley, CA 94702
Victoria Rosenthal
15015 Parenthenia St., #fit
North Hills, CA 91343-5559
David G. Buck Agreement Regarding Reduction of Wind Access Setbacks,
[at the above-noted address] dated as of October 20. 1993, and recorded in Riverside
Chem Quest Corporation County, California on December 14, 1993 as Instrument Number
[at the above-noted address] 496336, and rerecorded on February 3, 1994 as Instrument
Number 046942
1921-90 aoc EXHIBIT EXHIBIT A
r^
V
Contracting Party Description
Wintec Energy Limited Contract Administration Agreement, dated as of March 29, 1994
[at the above-noted address]
Meridian Trust Company of California
[at the above-noted address]
Wintec Energy Limited Flower Purchase Trust Fee Agreement, dated as of March 29,
[at the above-noted address] 1994
Meridian Trust Company of California
[at the above-noted address]
KWI does not admit or concede that the anv of the above-noted Agreements constitute
executory contracts or unexpired leases within the meaning of section 365 of the Bankruptcy
Code.
f 9'_3"9v'_.doc EXHIBIT A
EXHIBIT A
7 _'. !
County of Riverside Encroachment Permit No. D-9310-
Transportation and Land Mgmt . 24 dated February 14 , 1994
Agency
Transportation Department
Desert Office
Attn: General Manager,
Supervisor, Director or
Commissioner
79-733 Country Club Drive,
Suite #B
Bermuda Dunes, CA 92201
County of Riverside
Attn: David E. Barnhart,
Director or Transportation
P. O. BOX 1090
Riverside, CA 92502
County of Riverside
Attn: County Clerk
2724 Gateway Drive
Riverside, CA 92507
Exhibit "B" 3
,,Pebtor: •Atty for Debtor: •Corporate Counsel to Debtor:
Kenetech Windpower,Inc. Stutman,Treisrer&Glatt PC Martin J.Pasqualini,Esq.
Arm Steven A.Kem Attn: Alan Pedlar,Esq. Bingham Dana LLP
6952 Preston Avenue 3699 Wilshire Blvd.,Suite 900 150 Federal Street
Livermore,CA 94550 Los Angeles,CA 90010 Boston,MA 02110
United States Trustee: Creditors'Committee Counsel: Creditors'Committee CPA:
Office of the United States Trustee Murphy Sheneiman Julian&Rogers F.Wayne Elggren
Attn: Minnie Lou Margaret Sheneman,Esq./J.Craig Gilliland,Esq Neilson,Elggren,Durkin&Co.
1301 Clay Street,Suite 690N 101 California Street,Suite 3900 A Unit of Arthur Andersen LLP
Oakland,CA 94612-5217 San Francisco,CA 94111 15 West South Temple,Suite 700
Salt Lake City,UT 84101-1533
Creditors'Committee Member: Atty/LG&E Energy Corp.: Creditors'Committee Member:
Louisville Gas&Electric Michael H.Ahrens,Esq. John Hancock Mutual Life Ins.Co.
Attn: George Bassinger Sheppard,Mullin,Richter&Hampton Attn:Barry E.Welsh,Sr.
220 West Main Street 4 Embarcadero Center Bond and Corp.Finance Dept.
Louisville.KY 40202 Seventeenth Floor 200 Clarendon SL,57th Floor
San Francisco,CA 94111 Boston,MA 02117
Atty for John Hancock Mutual n Ins.: Any for John Hancock Mut Life Ins. A /John Hancock:
Jeffrey r y&Howard Grady,Esq. T.D.Goldberg/T.J.Whitehead.
Day,Be McCutchen,Doyle,Brown&Enersen
City Place I Day,Berry&Howard Attn:R.Michelson,C.Talbert/K.Epstein
185 Asylum Street I Canterbury Green Three Embarcadero Center
Hartford.CT 06103-3499 Stamford,CT 06901-2747 San Francisco,CA 94111.4066
Creditors'Committee Member Arty for PG&E:
Pacific Gas&Electric Co. Scott H.McNutt,Esq. Creditors'Committee Member:
Attn: Craig Smith Duane Michael Geck,Esq. Milwaukee Gear Company
P.O.Box 77000,Mail Code B13E Severson&Werson A Div.of Port Affiliates Inc.
Room 1387.77 Beale One Embarcadero Center,25th Floor 5150 No.Port Washington Road
San Francisco,CA 94177 San Francisco,CA 94111 Milwaukee,WI 53217-0615
Creditors'Committee Member: Creditors'Committee Member: A /EPRI:
Avon Bearings Electric Power Research Instimte
Generation Group,Renewables Cooley Godward LLP
Attn:Patrick 1 Walsh Attn:Edger A.DeMeo Attn: Robert L.Eisenbach III
A von Nagle Road 3412 Hiliview Avenue One Maritime Plaza,20th Fit.
Avon,OH 4401 I Palo Alto,CA 94304 San Francisco,CA 94111-3580
Creditors'Committee Member. Arty for ABN-AMBRO Bank&1P Morgan Any for ABN-AMBRO Bank&JP Morgan
Rotech Engineering John H.Kenney,Esq. Peter M.Gilhuly,Esq.
Attn: Ralph Ono Latham&Watkins Latham&Watkins
1020A S Melrose Street 505 Montgomery Street,Suite 1900 633 W.Fifth Street,Suite 4000
Placentia,CA 92670 San Francisco,CA 94111 Los Angeles,CA 90071-2007
Any for ABN-AMBRO Bank&JP Morgan Party Requesting Notice:
The Toronto-Dominion Bank/USA Div. Arty for Toronto-Dominion Bank:
Robert J.Rosenberg,Esq Attn: Mr.Peter S.S Mayer,Brawn&Platt Spielman Latham&WatkinsP 885 Third Avenue.Suite 100 Credit Restructuring J.Robert Stoll,Esq.
9.
31 West 52nd Street 190 So.La Salle St.
New York,NY 10022-0802 New York,NY 10019-6101 Chicago,IL 60603-3441
A[ty for Toronto-Dominion Bank: Party Requesting Notice: Party Requesting Notice:
Kimberly S.Winick.Esq. Energy Investors Fund Energy Investors Fund
Mayer.Brown&Platt Attn:Ms.Valerie Zona Attn: Elizabeth Fugate,Esq.
350 So.Grand Avenue,Suite 2500 200 Berkeley St. 591 Redwood Highway,Ste.3210
Los Angeles,CA 90071-1503 Boston.MA 02116 Mill Valley,CA 94941
Atty/Energy Investors Fund. P Requesting Notice
Brobeck.Phleger&Harrison LLP �Y 9 Arty for Powerex,Inc..
Attn: Frederick D.Holden.Jr. Powerex Inc. John T.Hansen,Esq.
One Market Street Attn: Joseph A.Sibenac Nossaman,Guthner,Knox&Elliott
Spear Street Tower 200 Hillis Street 50 California St.,34th Fit.
San Francisco.CA 94105 Youngwood,PA 15697-1800 San Francisco,CA 94111
J
*At /Bmce Med uck&M g Party Requesting Notice:
ratty/Altamont Business Center: ty 1 &Kl usn Coughlin: Mr.V.S.Rao,Director
Rishwain&Wishwain Robinson.tin J.B rt,Brill&Klausner Aban Lod Chiles Offshore Ltd.
2800 W.March Lane,Ste.220 Attn: Martin J.Brill,Esq. _ y
i Towers
Stockton.CA 95219 1888 Century Park East,Ste. 1500 766 Anna Salad
Los Angcics,CA 90067 Madras,India
Atty/Aban Loyd Chiles Offshore Ltd.: Party Requesting Notice: Party Requesting Notice:
Goldberg,Stinnett,Meyers&Davis Atty/Christopher and Maria Bilski Jordan,Shaw&Hyden
Attn: Merle C.Meyers,Esq David G.Finkelstein,Esq. Attn: H.Womble,Jr./L.A.Schmig
44 Montgomery St.,Ste.2900 Anderlini,Guheen,Finkelstein,etc. 900 Nations Bank Center North
San Francisco,CA 94104 400 S.El Camino Real,Suite 700 500 N.Water Street
San Mateo,CA 94402 Corpus Christi,TX 78471
Party Requesting Notice: Party Requesting Notice: party Requesting Notice:
Roberta 1.Haugh Harvey Nelson
c/o Barric Engel,Esq. c/o William C.Michelson,Esq. Enron Wind Corp.
Hardin,Cook.Loper,et al. 420 Edinborough Corporate Center Attn: Adam S.Umanoff,Esq.
1999 Harrison St., I8th Floor 3300 Edinborough Way 444 So.Flower St.,Ste.4545
Oakland,CA 94612 Minneapolis,NIN 55435 Los Angeles,CA 90071-2946
Atty/Zond Corporation. Party Requesting Notice: party Requesting Notice:
Troop,Meisinger,Stcuber&Pasich ZOND Corporation SBP Corporation
Attn: Gary E Klausner,Esq. Attu: Albert Davies,Deputy Director of Project c/o Sipes Law Firm,P.C.
10940 Wilshire Boulevard Development Attn: Samuel S.Sipes
Suite 800 I3000 Jameson Road;P.O.Box 1910 6006 N.Mesa,Suite 110
Los Angeles.CA 90024 Tehachapi,CA 93561 El Paso,TX 79912
Party Requesting Notice: Party Requesting Notice: p Requesting The Univ of Texas System National Wind(Power arty Notice:
c/o Office of General Counsel clo O'Melveny&Myers LLP Ladish Co.,Inc.
Attn: Traci L.Cotton,Esq. Attu: Mark L.Bradshaw,Esq. Attu: Wayne E.Larsen
201 West Seventh Street Embareadero Citr.W./275 Battery St. 5481 South Packard Avenue
Austin,TX 78701 San Francisco,CA 94111-8700 Cudahy,WI 53110
Party Requesting Notice:
Security Pacific National Bank Party Requesting Notice: Party Requesting Notice:
c/o BALCG Credit Admin.L 15820 Allstate Insurance Company Mid American Energy Co.
Attn Nick Falzonc/Shannon Gaynor Attn: Charles Walker/Kern Abbott Attn: Lon Hopkey
555 California St..41h Fir. 3075 Sanders Rd.,Ste.G56 P.O.Box 657
San Francisco,CA 94104 Northbrook,IL 60062 Des Moines,IA 50303-0657
Party Requesting Notice:
CMS Generation/Hvdra Co. Party Requesting Notice: Party Requesting Notice:
Attn*Dave Bristol/Neil R.Fellows ESI Energy,Inc. NNG Financial Corporation
Fairland Plaza South Attn:Eric Edstrom/Edward Tancer Attn: Tami Linver
330 Town Ctr.Dr.Ste. 1100 P.O.Box 14000 220 N.W.2nd Avenue
Dearborn,MI 48126 Juno Beach,FL 33408-0420 Portland,OR 97209
Arty.NNG Financial Corporation p Requesting Notice.
Bonaparte,Elliott,Ostrander Party Party Requesting Notice:
&Preston,P.C. Mountain Energy California,Inc. Dean and Associates,Inc.
Attn Jerome F ElliotL Esq Attn: Jonathan Winer Attn: Lori Cuervo
621 SW Morrison St..Ste 400 35 Green Mountain Drive 1370 Washington Pike
Portland,OR 97205 South Burlington,VT 05402 Bridgeville,PA 15017
Party Requesting Notice, Party Requesting:Notice. Party Requesting Notice:
McCann.Garland,Ridall&Burke Westinghouse Electric Corporation HBS Equipment Corporation
Attn Robert K Dannhousei.Esq. Attn: Michelle Buttgereit Attn: Donald Herzfeld,President
309 Smithfield St.,Ste,400 11 Stanwix St.,Rat.2044 I4700 Alondra Boulevard
Pittsburgh,PA 15222 Pittsburg,PA 15222-13484 La Mirada,CA 90638-5616
Party Requesting Notice. Art Patty Requesting Nonce. y.Aetna Life Insurance Company
CNF Industries.Inc. CNF Industries,Inc. Gibson.Dunn&Cmtcher LLP
Attu: Mr.Joel M Canino c/o Brooks&Raub Attn: Kathryn A.Coleman,Esq.
355 Research Parkway Attn: L.Donald Raub.Jr One Montgomery Street
Meriden.CT 06450 721 Colorado Avenue.Suite 101 Telesis Tower.31 st Floor
Palo Alto,CA 94303-3913 San Francisco.CA 941044505
A
City of Palm Springs City of Palm Springs
Attn: City Manager Attn: City Clerk
3200 E . Tahquitz Canyon Way 3200 East Tahquitz Canyon Way
Palm Springs, CA 92263 P.O. Box 2743
Palm Springs, CA 92263
Rutan & Tucker State of California
Attn: David J. Aleshire, Esq. Department of Transportation
611 Anton Boulevard, Suite 1400 Caltrans District 8 Permit
Costa Mesa, CA 92626 Office
Attn: Officer, Managing Agent,
General Agent, Director or
Supervisor
247 West Third Street
San Bernardino, CA 92402
State of California State of California
Department of Transportation Attn: Bill Lockyer, Attorney
Attn: James Van Loben Sels,, General
Director 1300 I Street
1120 "N" Street Sacramento, CA 95814
Sacramento, CA 95814
County of Riverside County of Riverside
Transportation and Land Mgmt . Attn: David E. Barnhart,
Agencv Director or Transportation
Transportation Department P .O. Box 1090
Desert Office Riverside, CA 92502
Attn : General Manager,
Supervisor, Director or
Commissioner
79-733 Country Club Drive,
Suite #B
Bermuda Dunes, CA 92201
County of Riverside —"
Attn: County Clerk
2724 Gateway Drive
Riverside, CA 92507
Kenetech Windpower, Inc.
Wind Energy Permit - Annex 26
Unincorporated Territory
AGREEMENT #3314
R18228, 11-17-93
AN AGREEMENT REGARDING ANNEXATION OF --
UNINCORPORATED TERRITORY IN THE COUNTY OF
RIVERSIDE TO THE CITY OF PALM SPRINGS
THIS AGREEMENT ( "Agreement" ) is entered into as of the date
executed by the City below, by and between the City of Palm Springs
( "City") a municipal corporation and political subdivision of the
State of California, and KENETECH WINDPOWER, INC. ( "Company" ) , a
Delaware corporation. This Agreement is made in consideration of
the following:
R E C I T A L S
A. The City of Palm Springs is a corporate body, public and
politic, with the power and responsibility of providing municipal
services, including the issuance and administration of land use
permits, within its municipal boundaries .
B. Pursuant to Government Code Section 56000 et sea. , the
City made application to the Local Agency Formation Commission of
the County of Riverside ( "LAFCO") for annexation of some 13 . 5
square miles of land to be included within the City' s municipal
boundaries ( "Annexation" ) .
C. Company is a Delaware corporation, which holds easements
over certain property more particularly described in Exhibit A
hereto ( "Subject Property" ) . The Subject Property is located
within the area the City proposes to annex to its boundaries,
pursuant to its Annexation.
D. Company holds certain wind energy conversion systems
permits ( "WECS permits" ) , pertaining to the Subject Property which
were previously issued by the County of Riverside ( "County") . In
addition, Company has certain applications currently pending with
the County for issuance of additional or modified WECS permits .
Company contemplates pursuing further applications for facilities,
including any necessary building permits, electrical permits,
grading permits, or any other permits or entitlements necessary to
construct and place in operation its wind energy conversion systems
contemplated in the WECS Permits ( "Implementing Permits") .
E. Company is concerned that any transfer of jurisdictional
authority pursuant to the Annexation not imperil the status of its
WECS permits and Implementing Permits, nor prolong the time for
processing of its WECS permit applications and Implementing Permit
applications filed prior to the effective date of the Annexation.
The City wishes to successfully complete the Annexation, and wishes
to provide Company with certain assurances regarding the City' s
recognition of existing WECS permits and Implementing Permits, to
provide for procedures regarding the processing of WECS permit
PS2\159\014084-000112070802.6 04/01/94 -1-
0
applications and Implementing Permit Applications filed prior to
the effective date of the Annexation, and to clarify the standards
for processing of any future WECS permit and Implementing Permit
applications .
F. City is in the process of adopting certain ordinances
regulating wind energy projects . Company has given input to City
on its requirements in connection with such an ordinance, and has
given preliminary review of; the drafts of ordinances City staff
indicates it will recommend to City Council for adoption. Based
upon this preliminary review, and subject to any changes which may
be made to the ordinances through the legislative process, Company
currently finds the draft ordinances suitable for the conduct of
its operations thereunder. This recital is not intended to bind
any further action by Company with respect to amendments to the
ordinance.
NOW, THEREFORE, IN CONSIDERATION OF ALL THE FOREGOING, THE
PARTIES HEREBY AGREE AS FOLLOWS:
1 . Provided that City and County comply with their
respective obligations under this Agreement, and subject to
Company' s approval of the conditions placed on the Annexation by
LAFCO, Company agrees that it shall not protest the annexation of
the Subject Property to the City of Palm Springs . In this regard,
Company agrees that it shall not file any written or oral protest
at any conducting authority hearings, and shall not initiate any
action, legal or otherwise, challenging LAFCO or the City in
connection with the processing of any aspect of the Annexation, nor
raise any other objection or protest to the success of the
Annexation.
2 . City agrees that all WECS permit applications on
file with the County and accepted by the County as substantially
complete and ready for processing as of the effective date of the
Annexation shall continue to be processed by the County, until such
applications are either granted, conditionally granted, or
rejected. The City agrees that the applicable standard to be
applied to the WECS permit applications to be processed by the
County under this Agreement shall be those ordinances, rules, and
regulations of the County in effect at the time of the County
processing. City agrees it will take no actions intended to block
or delay the processing of such permits with the County. Any WECS
permit applications processed by the County pursuant to this
Agreement, which lead to the grant of a WECS permit, shall be
recognized by the City as valid in all respects, as if granted by
the City itself, and shall be; administered by the City according to
the terms of such WECS permits, including all conditions attached
thereto.
FS2\159\014054-0001\2070802.6 04/01/94 -2-
3 . City and Company agree that all applications for
Implementing Permits on file with the County and accepted by the
County as substantially complete and ready for processing as of the
effective date of the Annexation shall continue to be processed by
the County, under those ordinances, rules and regulations of the
County in effect at the time of County processing. With the
exception of those Implementing Permits which are covered by the
first sentence of this Paragraph 3 , City and Company agree that all
Implementing Permits for construction and operation of any wind
conversion systems covered by WECS permits which may be issued by
the County pursuant to paragraph 2 of the Agreement shall be
processed through the City, under those ordinances, rules, and
regulations of the City applicable to Implementing Permits in
effect at the time of City processing, provided that such City
ordinances, rules and regulations applicable to Implementing
Permits are not inconsistent with the conditions which may be
imposed by the County in issuing the WECS permit for which the
Implementing Permits are sought.
4 . City agrees ghat all unexpired and nonrevoked WECS
permits held by Company on the effective date of the Annexation
shall continue in effect according to their terms, including all
conditions attached thereto. Upon completion of the Annexation,
the City shall assume jurisdiction for the enforcement of any such
conditions .
5 . It is intended by the parties to this Agreement that
the City shall designate the County as its agent for the processing
of all WECS permit applications to be processed pursuant to
paragraph 2 herein and all Implementing Permit applications to be
processed pursuant to the first sentence of Paragraph 3 herein, and
shall use the ordinances, :rules, and regulations of the County
governing such WECS permit applications and Implementing Permit
applications as the standards of the City in processing such
applications, all pursuant to an agreement to be entered into
between the City and the County. City agrees that it will use its
best efforts to expedite obtaining the agreement between City and
County. In the event Company does not approve the agreement
between City and the County, Company may exercise its protest
rights otherwise waived in paragraph 1 above.
Because the timing of and acceptability to Company of
this City/County agreement is uncertain as of the date of this
Agreement, City agrees that all applications for Implementing
Permits which Company files with County prior to the effective date
of the Annexation, may also be filed with City. City agrees that
is shall promptly process such applications and, in the event that
City and County do not reach an agreement which is acceptable to
Company, that City shall, upon the request of Company, take
responsibility for issuing such Implementing Permits . Such
Implementing Permits shall be reviewed under those ordinances,
PS2\159\014084-0001\2070802.6 04/01/94 -3-
rules and regulations of the City applicable to Implementing
Permits at the time of City processing, provided that such City
ordinances, rules and regulations applicable to the Implementing
Permits are not inconsistent with the conditions imposed by the
County in issuing the WECS permit for which Implementing Permits
are sought . From and after the date upon which City adopts its
WECS ordinances, City agrees that Company may, by written notice to
City, elect to follow the procedure described just above with
respect to WECS permits and that City would apply those City
ordinances, rules, regulations, applicable to WECS permits at the
time of the election to any such WECS permit applications .
6 . Both parties acknowledge that the City is in the
process of adopting its own WECS permit ordinance, to provide for
a conditional use permit mechanism with regard to wind energy
conversion systems. Both parties agree that this ordinance, and
any subsequently adopted ordinances, rules, or regulations of the
City regarding wind energy conversion systems, shall apply to any
WECS permit application by Company which is not required to be
processed pursuant to Paragraph 2 of this Agreement, and to any
application for any new Implementing Permit which is not processed
pursuant to Paragraph 3 of this Agreement, including any
reapplication on any application with the County which has been
denied or expired, or any modification to an existing WECS permit
or Implementation Permit (but only to the extent of such
modification) , for the Subject Property or any other property
within the City' s boundaries.
7 . The parties agree to work with each other in good
faith to accomplish all of the purposes of this Agreement. Subject
to the contingencies set forth in Paragraphs 1 and 5 herein,
Company agrees it will take no action intended to block or delay
the timely approval of the Annexation. City agrees to preserve the
integrity of all previously-granted WECS permits . City agrees that
it will give due consideration to the concerns of Company in
considering any amendment of its ordinances, rules and regulations
concerning wind energy conversion systems, whether initiated by
Company or any other person.
8 . It is understood that in the agreement to be entered
into between the City and the County, County may require notice to
residents in unincorporated County territory of actions concerning
wind conversion projects. Accordingly, in processing any project
approvals, the City may require additional noticing of such
adjacent areas not within the territory of the City provided that
such additional notice does not unreasonably delay processing of
project approvals . Landowner shall comply with the reasonable
requirements of City for such additional notice.
9 . Company is currently negotiating a transaction with
Wintec Ltd. , Frederick W. Noble, Frederick W. Noble, Inc. , and Palm
F52\159\014084-0001\2070802.6 04/01/94 -4-
Energy Properties (collectively 'Wintec' ) whereby Company will
acquire various property interests from Wintec ( 'Wintec Property' )
to operate wind energy conversion systems on all or part of the
Wintec Property. Company wishes to have any such Wintec Property
which may be transferred to Company subsequent to the date of this
Agreement to be included within, and to also be governed by, this
Agreement . To accomplish this, City agrees that upon the effective
date of any such transfer of all or any portion of the Wintec
Property from Wintec to Company, all or any part of the Wintec
Property so transferred shall become included in this Agreement,
and shall be considered part of the "Subject Property" as that term
is used in this Agreement. In the event of such transfer, the
provisions of this Agreement shall also govern the Wintec Property
provided that, any WECS Permit or Implementation Permits
applications being processed by the City as of the effective date
of the transfer shall continue to be processed by the City.
Company and City acknowledge that City is negotiating and may enter
into a "Development Agreement" (as defined by Government Code
§ 65864 et sea. ) regarding property owned by Wintec and other
entities which may include inter alia, the Wintec Property defined
in Exhibit B attached hereto ( "Wintec Development Agreement") .
Notwithstanding anything to the contrary herein or in the Wintec
Development Agreement, the Wintec Property shall not be subject to
the Wintec Development Agreement unless and until : (i) the property
interests acquired by Company relating to the Wintec Property are
terminated; or (ii) Company in its sole discretion elects to be
subject to the Wintec Development Agreement and so notifies the
City and Wintec in writing.
10 . This Agreement contains the entire understanding of
the parties regarding the Subject Property, and supersedes all
agreements, whether written or oral, which may have preceded it .
This Agreement may be amended only in a writing signed by all
parties . All prior agreements, covenants, representations and
warranties, express or implied, oral or written, of the parties to
this Agreement concerning the Subject Property are contained in
this Agreement . All prior and contemporaneous conversations,
negotiations, possible and alleged agreements, covenants,
representations and warranties, express or implied, oral or
written, concerning the subject matter of this Agreement are merged
into this Agreement . This is an integrated agreement.
11 . Except as expressly provided to the contrary herein,
any notice, demand, document, or other communication hereunder
shall be deemed given, delivered, and received when given in
writing and personally delivered to an authorized agent of the
applicable party, or upon delivery by the United States Postal
Service, first class registered or certified mail, postage prepaid,
return receipt requested, or by national "overnight courier" such
as Federal Express, at the time of delivery shown upon receipt, in
any case delivered to the address, addressee, and persons as each
P52\159\014084-0001\2070802.6 04/01/94 -5-
party may from time to time by written notice designate to the
other, and who initially are:
City: City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92263
Attention: City Manager
A copy to:
Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: David J. Aleshire, Esq.
Company: Kenetech Windpower, Inc.
500 Sansome Street
San Francisco, California 94111
Attention: Reid M. Buckley
A copy to:
Kenetech Windpower, Inc.
500 Sansome Street
San Francisco, California 94111
Attention: Nicholas H. Politan, Esq.
12 . This is a preannexation agreement intended to have
the same binding effect on future City Councils as discussed in
Morrison Homes Corp. v. Cit:v of Pleasanton (1976) 58 Cal .App.3d
724 . Subject to the contingencies set forth in Paragraphs 1 and 5
above, it is understood that Company is hereby surrendering a right
to protest and potentially :block the Annexation. This Agreement
should be liberally construed to give Company the benefit of its
bargain without impermissibly limiting the City' s power to act to
protect the health, safety and welfare of its citizens .
13 . This Agreemer.Lt and the rights and benefits accruing
hereunder may be assigned by Company to any person or entity, with
the written permission of City, which permission shall not be
unreasonably withheld. Company shall not be required to secure
written permission of the City to any assignment of this Agreement
and the rights and benefits ,accruing hereunder to any affiliate of
Company. For the purposes of this paragraph, an affiliate shall be
defined as follows :
"Any entity controlled by or under common
control with Kenetech Windpower, which would
include without limitation any direct or
indirect subsidiary of Kenetech Windpower, any
P52\159\014084-0001\2070802.6 04/01/94 -6-
parent company of Kenetech Windpower, any
general or limited partnership of which
Kenetech Windpower is a general partner, or
any other entity of which Kenetech Windpower
directly or indirectly has the ability to
control the management or operation of such
entity.
14 . This Agreement shall become effective on the date
that it is approved by resolution of the City Council of the City,
and executed by the City' s authorized representative, after being
executed by Company' s authorized representative. Each of the
persons signing below on behalf of the party to this Agreement,
except the parties' respective attorneys, expressly represents that
he or she is duly authorized to enter into this Agreement on behalf
of that party.
PS2\159\014084-0001\2070802.6 04/01/94 -7-
IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.
DATED: CITY F PALM SPRINGS
By:
Rob P kins
City Manager of P lm Springs
DATED: y J%— LJ ATTEST:
I.
By: c�
J 3Vt Sumich
City Clerk
DATED: ��/y�aT APPROVED AS TO FORM:
By: +
David J. leshire
City Attc5irney
DATED: COMPANY
By:
Michael U. Alvare
Vice President
DATED: APPROVED AS TO FORM:
By:
Nic olas H. Politan, Esq.
Assistant Secretary
APPROVED BY THE CITY COUNCIL
BY Rom. N®.
FS2\159\014084-0001\2070802.6 04/01/94 -$-
EXHIBIT A
Description of
Subject Properties
Rosenthal Property
THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 3 SOUTH,
RANGE 4 EAST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT THE WEST HALF OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST
QUARTER OF SAID SECTION 8.
ALSO EXCEPT THE NORTHERLY RECTANGULAR 55.00 FEET, CONVEYED TO COUNTY OF
RIVERSIDE BY DEED RECORDED JUNE 9, 1964 AS INSTRUMENT NO. 70666, OFFICIAL
RECORDS.
ALSO EXCEPT THAT PORTION CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND
WATER CONSERVATION DISTRICT RECORDED AUGUST 31, 1967 AS INSTRUMENT NO. 76476,
OFFICIAL RECORDS.
Buck Property
THAT PORTION OF THE WESTERLY 2,929.00 FEET OF SECTION 9, TOWNSHIP 3 SOUTH,
RANGE 4 EAST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHERLY OF THE SOUTHERLY LINE OF DILLON ROAD AS DESCRIBED IN DEEDS TO
THE COUNTY OF RIVERSIDE, RECORDED JUNE 9, 1964 IN BOOK 3715, PAGE 470 AS
INSTRUMENT NO. 70659 AND JUNE 8, 1966 AS INSTRUMENT NO. 59449, BOTH OF OFFICIAL
RECORDS.
EXCEPT THAT PORTION CONVEYED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER
CONSERVATION DISTRICT BY DEED RECORDED SEPTEMBER 14, 1967 AS INSTRUMENT NO.
80550, OFFICIAL RECORDS.
SAID LAND IS INCLUDED WITHIN THE AREA OF MAP ON FILE IN BOOK 41, PAGE 70 OF
RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
Klee Prpperty
PARCEL 1 OF PARCEL MAP 11456, AS SHOWN BY MAP RECORDED IN BOOK 55, PAGES 27 AND
28, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH
LETTERED LOT "E" AS VACATED BY RESOLUTION RECORDED NOVEMBER 27, 1984 AS
INSTRUMENT NO. 254163, OFFICIAL RECORDS.
Ivanov Property
PARCEL 2 OF PARCEL MAP 11456, AS SHOWN BY MAP RECORDED IN BOOK 55, PAGES 27 AND
28, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH
LETTERED LOT "F" AS VACATED BY RESOLUTION RECORDED NOVEMBER 27, 1984 AS
INSTRUMENT NO. 254163, OFFICIAL RECORDS.
Page 1 of 2
Kime Property
PARCEL 3 OF PARCEL MAP 11456, AS SHOWN BY MAP RECORDED IN BOOK 55, PAGES 27 AND
28, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH
LETTERED LOT "G" AS VACATED BY RESOLUTION RECORDED NOVEMBER 27, 1984 AS
INSTRLPIENT NO. 254163, OFFICIAL RECORDS.
Chemquest Property
THE EAST HALF OF THE WEST HALF 017 SECTION 16, TOWNSHIP 3 SOUTH' RANGE 4 EAST,
SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING NORTH OF
THE STATE FREEWAY AS GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED JULY
19, 1950 IN BOOK 1190, PAGE 266, OFFICIAL RECORDS.
EXCEPT THAT PORTION OF SAID LAND AS GRANTED TO THE COUNTY OF RIVERSIDE FLOOD
CONTROL AND WATER CONSERVATION DISTRICT IN A DEED RECORDED MARCH 21, 1968 AS
INSTRUMENT NO. 25776, OFFICIAL RECORDS.
Page 2 of 2
• EXHIBIT B •
DESCRIPTION OF
WINTEC PROPERTY
TRIAD P...'OPERTY
THOSE PORTIONS OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER
OF SECTION 16, TOWNS:HIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO
BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING
SOUTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED
TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION
DISTRICT BY DEED RECORDED APRIL 22, 1969 AS INSTRUMENT NO. 39294
OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND, LYING
NORTHERLY OF THE NORTHEASTERLY LINE OF THE LAND DESCRIBED IN THE
DEED TO THE STATE OF CALIFORNIA BY DEED RECORDED JULY 19, 19SO IN
BOOR 1190 PAGE 266 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPT THOSE PORTIONS CONVEYED TO THE COUNTY OF RIVERSIDE BY DEED
RECORDED OCTOBER 3, 1984 AS INSTRUMENT NO. 215049, AND RE-
RECORDED DECEMBER 16, 1986 AS INSTRUMENT NO. 258059 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;
ALSO EXCEPT ALL URANIUM, THORIUM AND OTHER FISSIONABLE MATERIALS,
ALL OIL, GAS, PETROLEUM, ASPHALTUM, .AND OTHER HYDROCARBON
SUBSTANCES AND OTHER :MINERALS AND MINERAL ORES OF EVERY RIND AND
CHARACTER, WHETHER SIMILAR TO THESE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR WHICH MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH THE RIGHT TO USE THAT PORTION ONLY OF SAID LAND
WHICH UNDERLIES A PLANE PARALLEL TO AND 500.00 FEET BELOW THE
PRESENT SURFACE OF SAID LAND, FOR THE PURPOSE OF PROSPECTING FOR,
DEVELOPING AND/OR EXTRACTING SAID URANIUM, THORIUM, AND OTHER
FISSIONABLE MATERIALS„ OIL, GAS, PETROLEUM, ASPHALTUM, AND OTHER
MINERAL OR HYDROCARBON SUBSTANCES FROM SAID LAND AS EXCEPTED BY
SOUTHERN SURPLUS REALTY CO. BY GRANT DEED RECORDED JUNE 28, 1982
AS INSTRUMENT NO. 110207 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
PAGE 1 of 8
CARTER FIELD PROPERTY
THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF THE WESTERLY 2,929 . 00 FEET OF SECTION 9, TOWNSHIP
3 SOUTH, RANGE 4 EAST,, SAN BERNARDINO BASE AND MERIDIAN, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, LYING NORTHERLY OF THE NORTHERLY LINE OF
DILLON ROAD AS DESCRIBED IN DEEDS TO THE COUNTY OF RIVERSIDE,
RECORDED JUNE 9, 1954 AS INSTRUMENT NO. 70659 AND JUNE 8, 1966 AS
INSTRUMENT NO. 59449 BOTH OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA.
PAGE 2 of 8
tl
WHITEWATER PROPERTY
PARCEL 1:
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER, AND WHEN
THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 3
SOUTH, RANGE 3 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE
COUNTY OF RIVERSIDES, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF;
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 14;
THENCE ON THE EAST LINE OF SAID SECTION 14, SOUTH 00 DEGREES 16'
28" WEST, 725.76 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ON SAID EAST LINE OF SECTION 14, SOUTH 00
DEGREES 16' 28" WEST„ 2, 068.21 FEET;
THENCE NORTH 89 DEGREES 42 ' 00" WEST, 128.50 FEET;
THENCE NORTH 67 DEGREES 40' 11" WEST, 226.78 FEET;
THENCE NORTH 66 DEGREES 36' 47" WEST, 437.60 FEET;
THENCE NORTH 57 DEGREES 59' 59" WEST, 523. 62 FEET;
THENCE NORTH 00 DEGREES 15' 28" WEST, 2, 081.23 FEET;
THENCE SOUTH 64 DEGREES 40' 36" EAST, 535. 58 FEET;
THENCE SOUTH 61 DEGR13ES 26' 19" EAST, 674.40 FEET;
THENCE SOUTH 89 DEGREES 49' 33" EAST, 128.50 FEET, TO THE TRUE
POINT OF BEGINNING.
PARCEL 2:
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION
14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, BAN BERNARDINO BASE AND
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING WITHIN A STRIP OF
LAND 30.00 FEET WIDE DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 14;
THENCE ON THE EAST LINE OF SAID SECTION 14, SOUTH 00 DEGREES 16'
28" WEST, 725.76 FEET;
THENCE NORTH 89 DEGREES 43' 33" WEST, 128.50 FEET;
THENCE NORTH 61 DEGREES 26' 19" WEST, 33.42 FEET, TO THE TRUE
POINT OF BEGINNING;
PAGE 3 of 8
1999156
THENCE NORTH 61 DEGREES 26 ' 19" HEST, 35.00 FEET;
THENCE NORTH 02 DEGREES 27' 06" WEST, 303. 62 FEET;
THENCE NORTH 25 DEGREES 41' 49" WEST, 262.57 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST AND HAVING
A RADIUS OF 55.00 FEET;
THENCE NORTHEASTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 132
DEGREES 38' 35", 127.33 FEET;
THENCE TANGENT TO SAID CURVE, 73 DEGREES 03 ' 14" EAST, 130. 31
FEET;
THENCE SOUTH 85 DEGREES 13' 16" EAST, 128 .31 FEET TO SAID EAST
LINE OF SECTION 14;
THENCE ON SAID EAST LINE SOUTH 00 DEGREES 16' 28" WEST, 30.09
FEET;
THENCE NORTH 85 DEGREES 13 ' 16" WEST, 134. 09 FEET;
THENCE NORTH 73 DEGREES 03 ' 14" WEST, 133.51 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST AND HAVING
A RADIUS OF 25.00 FEET;
THENCE SOUTHWESTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 132
DEGREES 38' 3511, 57.88 FEET;
THENCE TANGENT TO SAID CURVE, SOUTH 25 DEGREES 41' 49" EAST,
268.74 FEET;
THENCE SOUTH 02 DEGREES 27' 06" EAST, 327.82 FEET TO THE POINT OF
BEGINNING.
PARCEL 33
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION
14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING WITHIN A STRIP OF
LAND, 50.00 FEET WIDE (DESCRIBED AS FOLLOWS3
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 14;
THENCE ON THE EAST LINE OF SAID SECTION 14, SOUTH 00 DEGREES 16 '
28" WEST, 725.76 FEET;
THENCE NORTH 88 DEGREES 43 ' 33" WEST, 128.50 FEET;
THENCE NORTH 61 DEGREE19 26' 19" WEST, 674.40 FEET;
THENCE NORTH 64 DEGREE19 40' 36" WEST, 535.58 FEET;
THENCE SOUTH 00 DEGREES 15' 28" EAST, 10.80 FEET TO THE TRUE
POINT OF BEGINNING;
THENCE SOUTH 00 DEGREE19 15' 28" EAST, 51. 12 FEET;
THENCE NORTH 78 DEGREES 15' 44" WEST, 92.95 FEET TO THE WEST LINE
OF SAID EAST HALF OF TIRE NORTHEAST QUARTER OF SECTION;
THENCE ON SAID WEST LINE OF SAID EAST HALF OF THE NORTHEAST
QUARTER OF SECTION 141 NORTH 00 DEGREES 25' 30" EAST, 50.99 FEET;
THENCE SOUTH 78 DEGREES 15' 44" EAST, 92 .33 FEET TO THE TRUE
POINT OF BEGINNING.
PAGE 4 of 3
1999156
PARCEL 4s
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION
14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, BAN BERNARDINO BASE AND
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING WITHIN A •STRIP OF
LAND, 30.00 FEET WIDE! DESCRIBED AS FOLLOWS3
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 14;
THENCE ON THE EAST LINE OF SAID SECTION 14, SOUTH 00 DEGREES 16'
28" HEST, 2,793.97 FEET;
THENCE NORTH 89 DEGREES 42' 00" WEST, 128.50 FEET;
THENCE NORTH 67 DEGREES 40' 11" WEST, 226.78 FEET;
THENCE WORTH 66 DEGREES 36' 47" WEST, 437.60 FEET;
THENCE NORTH 57 DEGREES 59' 59" WEST, 525. 62 FEET;
THENCE NORTH 00 DEGREES 15' 28" WEST, 107.79 FEET TO THE TRUE
POINT OF BEGINNING;
THENCE NORTH 89 DEGREES 34' 30" WEST, 113.92 FEET TO A POINT ON
THE WEST LINE OF SAID EAST HALF OF THE NORTHEAST QUARTER OF
SECTION 14, SAID POINT ALSO BEING DISTANT TWO THIRDS MILE FROM
THE NORTHERLY RIGHT OF WAY LINE OF HIGHWAY 111;
THENCE ON THE WEST LINE OF SAID EAST HALF OF THE NORTHEAST
QUARTER OF SECTION 141, NORTH 00 DEGREES 25' 30" EAST, 30.00 FEET;
THENCE SOUTH 89 DEGREES 34' 30" EAST, 113. 56 FEET;
THENCE SOUTH 00 DEGREES 15' 28" EAST, 30. 00 FEET TO THE TRUE
POINT OF BEGINNING.
PAGE 5 of 8
Ask
i
.IVERVIC14 P20PERTY
PARCEL li
THE WEST HALF OF THE NORTHEAST QUARTER AND THE EAST HALF OF THE
EAST HALF OF THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 3
SOUTH, RANGE 3 EAST, SAN BEE ARDINO BASE AND MERIDIAN, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE
OP71CIAL PLAT THEREOF;
EXCEPT THAT PORTION THEREOF LYING NORTHWESTERLY OF A LINE THAT IS
' PARALLEL WITH AND 230.00 FEET SOUTHERLY, MEASURED AT RIGHT
ANGLES, FROM THE FOLLOWING DESCRIBED SURVEYED REFERENCE LINE;
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID SECTION 14,
SAID POINT BEING SOUTH 89 DEGREES 57' 12" EAST, 365.15 FEET,
MEASURED ALONG SAID NORTHERLY LINE, FROM A FOUND ONE INCH IRON
PIPE AND TAG STAMPED "L.S. 1433", SET AT THE NORTH QUARTER CORNER
OF SAID SECTION 14, SAID POINT ALSO 'BEING NORTH 89 DEGREES 57'
12" WEST, 2,269.15 PEST, MEASURED ALONG SAID NORTHERLY LINE, FROM
A FOUND SCRIBED STONE SET IN A MOUND OF STONE SET AT THE
NORTHEAST CORNER OF SAID SECTION 14;
THENCE SOUTH 69 DEGREES 06' 23" WEST, $37.43 FEET;
THENCE YOUTH 86 DEGREES 03' 33" WEST, 2,226.37 FEET, TO A POINT
IN TER WESTERLY LINE OF SAID SECTION 141 SAID POINT BEING SOUTH
00 DEGREES 12' 07" WEST, 454.39 FEET MEASURED ALONG SAID WESTERLY
LINE FROM A FOUND 3/4 INCH IRON PIPE IN A ROCS MOUND SET AT THE
NORTHWEST CORNER OF SAID SECTION 14, SAID POINT ALSO BEING NORTH
00 DEGREES 12 ' 07" EAST, 2,181.99 FEET, MEASURED ALONG SAID
WESTERLY LINE FROM A FOUND 1-1/4 INCH IRON PIPE AND TAG STAMPED
"L.S. 1433" SET AT THE WEST QUARTER CORNER OF SAID SECTION 14;
SAID PARALLEL LINE SHALL BE PROLONGED 80 AS TO TERMINATE IN THE
NORTHERLY LINE OF SAID SECTION' 14;
PAGE 6 of 8
Affi
1999186
ALSO EXCEPT ALL URANIUM, THORIUX AND OTHER FISSIONABLE MATERIALS,
ALL OIL, GAS, PETROLEUM, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES AND OTHER, MINERALS AND MINERAL ORES OF EVERY KIND AND
CHARACTER, WHETHER SIMILAR TO THESE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR WHICH MAY BE PRODUCED FROM THE
HEREINBEFORE DESCRIBED LAND, TOGETHER WITH THE RIGHT TO. USE THAT,
PORTION ONLY OF SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND
FIVE HUNDRED (300) FEET BELOW TEE PRESENT SURFACE OF SAID LAND,.
FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND/OR EXTRACTING
SAID URANIUM, THORIUM, AND OTHER FISSIONABLE MATERIALS, OIL, GAS,
PETROLEUM, ASPHALTUM AND OTHER MINERAL OR HYDROCARBON SUBSTANCES
FROM SAID LAND, IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT
SAID SOUTHERN SURPLI78 REALTY CO. , ITS SUCCESSORS AND ASSIGNS,
SHALL HAVE NO RIGHT TO ENTER UPON THE SURFACE OF SAID LAND, OR TO
U8E SAID LAND OR ANY PORTION THEREOF TO SAID DEPTH OF FIVE
HUNDRED (500) FEET, FOR ANY PURPOSE WHATSOEVER, AS RESERVED BY
SOUTHERN SURPLUS REALTY CO. , BY DEED RECORDED APRIL 7, 1971 AS
INSTRUMENT NO. 35321' OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
PARCEL 2•
AN EASEMENT DATED JANVARY 4, 1904, RECORDED MAY S, 1987 A8
INSTRUMENT NO. 124935 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, FOR ACCIEaSS, " INGRE98 AND EGRESS OVER THE FOLLOWING
REAL PROPERTY;
ALL THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF
SECTION 14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, SAE BERNARDINO BASE
AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
SHOWN BY THE OFFICIAL PLAT THEREOF, LYING NORTHERLY OF THE LAND
DESCRIBED IN DEED TO RIVLRSIDI COUNTY RECORDED MAY S, 1913 IN
BOOK 406 PAGE 214 OF DEEDS, OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA;
EXCEPT THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF
SECTION 14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, SAN BERNARDINO BASE
AND MERIDIAN, IN TH31 COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING WITHIN A STRIP OF
LAND 330.00 FEET WIDE, THE SIDELINE THEREOF BEING 100. 00 FEET
NORTHERLY AND 230.00 FEET SOUTHERLY, MEASURED AT RIGHT ANGLES
RESPECTIVELY, FROM THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THAT POINT IN THE EASTERLY LINE OF SECTION 13,
TOWNSHIP 3 SOUTH, RANGE 3 EAST, SIN BERNARDINO BASE AND MERIDIAN,
SAID POINT BEING SOUTH 00 DEGREES 10' 17" WEST, 434.39 FEET,
MEASURED ON SAID EASTERLY LINE FROM A FOUND 3/4 INCH IRON PIPE
WITH METAL TAG STAMPED "L.S. 2881" SET IT TEE EAST QUARTER CORNER
OF SAID SECTION 13, SAID POINT ALSO BEING NORTH 00 DEGREES 10 ,
PAGE 7 of 3
1999186
17" EAST, 2, 008.22 FEET, MEASURED ON SAID EASTERLY LINE FROM A
FOUND STONE WITHIN "+" ON TOP SET AT THE SOUTHEAST CORNER OF A
SAID SECTION 13;
THENCE SOUTH 87 DEGREES 03 ' 40" WEST, 15,820.26 FEET TO A POINT
IN THE WESTERLY LINE OF SECTION 15, TOWNSHIP 3 SOUTH, RANGE 3
EAST, SAN BERNARDINO BASE AND MERIDIAN, SAID POINT BEING SOUTH 00
DEGREES 19' 11" WEST, 2,827. 01 FEET, MEASURED ON SAID - WESTERLY
LINE FROM A FOUND 3/4 INCH IRON PIPE AND METAL TAG MARKED
6284" 8ET AT THE WEST 1/16 CORNER OF THE NORTHWEST QUARTER OF
SAID SECTION 15, SAID POINT ALSO BEING NORTH 00 DEGREES 19 ' 11"
EAST, 1, 151.26 FEET, MEASURED ON SAID WESTERLY LING FROM A FOUND
ROCK MOUNDS SET AT THE SOUTHWEST CORNER OF SAID SECTION 15.
PARCEL 3s
A ROAD AND UTILITY LICENSE DATED MARCH 31, 1987 AS DISCLOSED BY A
MEMORANDUM RECORDED MAY 26, 1987 AS INSTRUMENT NO. 146676 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, OVER THE
FOLLOWING NEXT PROPERTY3
THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION
14, TOWNSHIP 3 SOUTH, RANGE 3 EAST, SAN BERNARDINO BABE AND
MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, LYING WITHIN A STRIP OF
LAND 330.00 FEET WIDE, THE SIDELINES THEREOF BEING 100.00 FEET
NORTHERLY AND 230.00 FEET SOUTHERLY, MEASURED AT RIGHT ANGLES,
RESPECTIVELY, FROM THE FOLLOWING DESCRIBED LINES
BEGINNING AT A POINT IN THE EASTERLY LINE OF SECTION 13, TOWNSHIP
3 SOUTH, RANGE 3 E:AST, BAN BERNARDINO BASE AND MERIDIAN, SAID
POINT BEING SOUTH 00 DEGREES 30' 17" WEST, 454.39 FEET, MEASURED
ON SAID EASTERLY LINE FROM A FOUND 3/4 INCH IRON PIPE WITH METAL
TAG STAMPED "L.S. 2881" SET AT THE EAST QUARTER CORNER OF SAID
SECTION 13. SAID POINT ALSO BEING NORTH 00 DEGREES 10' 17" EAST,
2,008.22 FEET, MEASURED ON SAID EASTERLY LINE FROM A FOUND STONE
WITH "+" ON TOP SET AT THE SOUTHEAST CORNER OF SAID SECTION 13;
THENCE SOUTH 87 DEGREES 03' 40" WEST, 15,820.26 FEET, TO A POINT
IN THE WESTERLY LINE OF SECTION 15, TOWNSHIP 3 SOUTH, RANGE 3
EAST, SAN BERNARDINO BASE AND MERIDIAN, SAID POINT BEING SOUTH 00
DEGREES 190 11" WEST, 2,827.01 FEET, MHASURED ON SAID WESTERLY
LINE FROM A FOUND 3/4 INCH IRON PIPE AND METAL TAG MARKED "R.C.E.
6284" SET AT THE WEST 1/16 CORNER OF THE NORTHWEST QUARTER OF
SAID SECTION 15, SAID POINT ALSO BRING NORTE 00 DEGREES 19 ' 11"
EABT, 1,151.26 FEET, MEASURED ON SAID WESTERLY LINE FROM A FOUND
ROCK MOUND AT THE 130UTHWEST CORNER OF SAID SECTION 15.
PAGE 8 of 8
CERTIFICATE, OF AMENDMENT
TO THE.
CERTIFICATE OF INCORPORATION
OF
U. S. WINDPOWER, INC.
U. S. Windpower, Inc., a corporation organized and existing under and by virtue of the
General Corporation I,aw of the State of Delaware,
DOES II'F,REBY CERTIFY:
FIRST: That by Unanimous Written Consent dated December 27, 1993 the Board of
Directors of the Corporation unanimously adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation.
RESOLVED: That the Certificate of Incorporation be amended effective January 1, '1994 by
changing the Article FIRST thereof so that, as amended, said Article shall be and
read as follows:
"The name of the Corporation is' KENETECH Windpower, Inc."
RESOLVED: That, subject to the approval of the sole stockholder of the foregoing amendment,
the President, any Vice (President, the Secretary or any Assistant Secretary of the
Corporation, and each such officer acting singly, be and hereby is authorized and
empowered to take such action and to do all things necessary and appropriate in
connection with the foregoing amendment in file and cause such amendment to
become effective January 1 1994W under the General Corporation Law of the State
of Delaware. 99
SECOND: That said amendment was thereafter duty adopted by the written consent of the
sole stockholder of the Corporation in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
THIRD: That the capital of the Corporation will not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, said U. S. Windpower, Inc., has caused this certificate to be
signed by Mark D. Lerdal, its Vice president and Secretary and attested by Tom E. Pollock, its
Assistant Secretary, this 27th day of December, 1993.
U. S. Windpower, Inc.BY A" 6 C.11'/�
Mark D. Lerdal
Vice President and
Secretary
ATTF,ST: i
By:
'Com E. Pollock "'
Assistant Secretary
Z 390d 8698b86:X0:] 2IffldaNIM H9313N3Y:QI 6h:TT b6, 6T/bo
CERTIFICATF, OF AMENDMENT
TO THE.
CERTIFICATE OF INCORPORATION
OF
U. S. WfNDPOWER, INC.
U. S. Windpower, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFX:
FIRST: That by Unanimous 'Written Consent dated December 27, 1993 the Board of
Directors of the Corporation UnaninIOUSly adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation.
RESOLVED: That the Certificate of Incorporation be amended effective January 1, 1994 by
changing the Article FIRST thereof so that, as amended, said Article shall be and
read as follows:
"The name of the Corporation is: KENETECII Whidpower, Inc."
RESOLVED. That, subject to the approval of the sole stockholder of the foregoing amendment,
the President, any Vice President, the Secretary or any Assistant Secretary of the
Corporation, and each such officer acting singly, be and hereby is authorized and
empowered to take such action and to do all things necessary and appropriate in
connection with the foregoing amendment to file and cause such amendment to
become effective 7anuaty 1 19994 under the General Corporation Law of the State
of Delaware.
SECOND: That said amendment was thereafter duly adopted by the written consent of the
sole stockholder of the Corporation in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
'ITHRD: That the capital of the Corporation will not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, said U. S. Windpower, Inc., has caused this certificate to be
signed by Mark D. Lerdal, its Vice President and Secretary and attested by Tom E. Pollock, its
Assistant Secretary, this 27th day of December, 1993.
U. S, Windpower, [tie,
By &�-�1 l
Mark D. Lerdal' . _
Vice President and
ATTEST:
seeretary
_�.//�1
By:
Tom E. Pollock
Assistant Secretary
z ]Odd 8698V86 XUK N3MOd(INIM H9313N3;I:Ql 6V:TT V6, 6T/VO