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HomeMy WebLinkAboutMamm Creek-Memo of Site Lease - Eagle Springs-Recorded_01-23-2024993014 01/23/2024 04.26.06 PM Page 1 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 1 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Exhibit D Form of Short Form of Lease RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: AES Mamm Creek Solar, LLC Attention: Land Manager 2180 South 1300 East, Suite 500 Salt Lake City, Utah 84109 (Space above this line for Recorder's use only) APN: 217917300732; 217917200710; 217917400731; 217918100691 MEMORANDUM OF LAND LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT ("Memorandum") is made and entered into as of the 1 q""- day of- ,�0L3, by and between Eagle Springs Organic, LLC ("Landlord"), and AES Mamm Creek Solar, LLC, a Delaware limited liability company ("Tenant"). (Landlord and Tenant being collectively referred to as the "Parties"). The Parties hereby certify: A. On the date hereof, the Parties have entered into a Solar Lease and Easement Agreement (the "Lease") which by its terms grants to Tenant exclusive lease rights for solar energy conversion, capture, collection and related solar energy development rights and facilities and nonexclusive rights of access on, over, under and across that certain land described in Exhibit A attached hereto and incorporated herein by this reference, as well as the easements described in Exhibit B, attached hereto and incorporated herein by reference (collectively, the "Property"). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Lease. B. The term of the Lease commences on the date hereof continues for a period of up to thirty (35) years unless earlier terminated as provided in the Lease. C. The addresses of the parties are as follows: Tenant: Landlord: AES Mamm Creek Solar, LLC Eagle Springs Organic, LLC 2180 South 1300 East, Suite 500 PO Box 351 Exhibit D 993014 01/23/2024 04.26.06 PM Page 2 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 2 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Salt Lake City, Utah 84106 Attn: Land Manager Rifle, CO 81650 Attn: Ken Sack Email: kensack@me.com D. The Lease contains the following provisions, among others (despite the enumeration of only certain specific provisions, it is the intention of the Parties to give constructive notice of all Lease terms to the maximum extent permitted by law): Landlord may sell, mortgage, transfer or lease the Property to others. However, any such sale, mortgage, lease or transfer by Landlord shall be subject to the Lease and any modifications or amendments thereof granted to Tenant prior to or after such sale, _mortgage, lease or transfer. Further, any transfer of any portion of the surface rights of the Property shall automatically transfer with it the right to receive payments under the Lease in direct proportion to the fraction of the surface rights to the Property that have been transferred, said proportional payments being without regard to the presence or lack of Property Improvements on the transferred parcel of the Property. Landlord shall not conduct any activity, nor grant any rights to any third party, whether on the Property or elsewhere, that would interfere in any way with Tenant's use of the Property or the rights granted under the Lease. In the event Landlord constructs a building or structure on the Property and it is determined by Tenant that said building or structure violates the restrictions set forth in this paragraph, then in that event, after notice from Tenant, Landlord shall immediately remove, or cause to be removed, all non -complying buildings or structures, and shall pay Tenant any monies lost due to restricted access to the solar resource by virtue of Landlord's noncompliance with this Section. In order to protect the free, unobstructed and natural access to the sunlight for the Property Improvements, Landlord and any third party to which it may sell all or a portion of the Property, shall not permit, plant or construct any building, structure, or tree within eighty (80) feet of the Solar Facilities which exceeds thirty (30) feet in height without the prior express written consent of Tenant, which consent shall not be unreasonably withheld. This restrictive covenant shall bind future owners and shall continue throughout the Initial Term and Extended Term as applicable. Landlord expressly acknowledges and agrees that any contractual statutory or common law lien rights in favor of Landlord against the Solar Facilities and other property that is or may be from time to time hereafter located at the Property by Tenant, and to which Tenant has granted or will grant a security interest to Finance Party or any mortgage granted by Landlord subsequent to the date of the Lease are and shall be expressly made subordinate and inferior to Tenant's right, title and interest in the Lease, any sublease permitted thereunder and to any liens and security interests granted by Tenant in favor of any Finance Parry. E. The Parties hereby give notice that all Solar Facilities, and other equipment that may be installed on the Property by or on behalf of Tenant shall be deemed personal property, shall remain the sole property of Tenant or applicable third party dealing with Tenant, and shall not be deemed fixtures or accessions to the Property, regardless of how attached to the Property. Exhibit D 993014 01/23/2024 04.26.06 PM Page 3 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 3 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded F. Tenant may not assign or sublet its leasehold interest in whole or in part without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Lease or Tenant's interest under the Lease shall be assignable by Tenant (including, without limitation, by merger or operation of law) and a change in control of Tenant shall be permissible without the necessity of obtaining Landlord's consent in connection with (i) the financing of the Solar Facilities as set forth in the Lease; or, (ii) any other financing or refinancing of the development, construction, purchase, installation and/or operation of the Project, or any portion thereof, whether such financing or refinancing takes the form of debt or equity investments through publicly or privately traded equity or any other form, including, without limitation, any transaction whereby an equity and/or tax equity investor directly or indirectly provides financing or refinancing for the Project and/or purchases ownership interests of Tenant, its parent or any affiliated entity or assignee of Tenant (each transfer described in items (i) through (ii), a "Permitted Assignment"). Tenant shall give Landlord written notice of any Permitted Assignment prior to the effective date thereof. Any other transfer, assignment (including, without limitation, by merger or operation of law), sublet or pledge of the Lease or Tenant's interests in the Lease by Tenant or any change in control of Tenant shall require Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. G. In the event that any mortgage, deed of trust or other security interest in all or any portion of Tenant's or any sublessee's interest in the Lease, the Property, the or in any Solar Facilities is entered into by Tenant or any sublessee (a "Leasehold Mortgage"), then any person who is the mortgagee of a Leasehold Mortgage shall, for so long as its Leasehold Mortgage is in existence and until the lien thereof has been extinguished, be entitled to the protections set forth in the Lease. H. The Parties desire to enter into this Memorandum, which is to be recorded in order that third parties may have notice of the interests of Tenant in and to the Property and of the existence of the Lease and of certain easements and rights granted to Tenant as part of the Lease. Should there be any inconsistency between the terms of this Memorandum and the Lease, the terms of the Lease shall prevail. The Lease contains the entire agreement of the Parties with respect to the subject matter thereof, and any prior or contemporaneous agreements, discussions or understandings, written or oral (including, without limitation, any options or agreements for easements previously entered into by the Parties with respect to the Property), are superseded by the Lease and shall be released, revoked and terminated. [SIGNATURE PAGE FOLLOWS] Exhibit D 993014 01/23/2024 04.26.06 PM Page 4 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 4 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded IN WITNESS WHEREOF, the Parties have executed this Memorandum as of the date set forth above and by signing below, they acknowledge that this Memorandum was executed under seal. LANDLORD EAGLE SPRINGS IC, LL By: Printed Name: Kenneth Sack Title: ---President-- - — State of C i)l 0 County of r On A, 15 . 2_ D 2 ?, before me, S 5 a notary public, personally appeared �� who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as on behalf of EAGLE SPRINGS ORGANIC LLC, and that by their signature on the instrument, the person executed the instrument on behalf of the limited liability company. I certify under PENALTY OF PERJURY under the laws of the State of CD that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DUSTY LEAH SHEETS Notary Public State of Colorado Signature (seal) Notary ID420164011800 — — - Commission Ex tree 08-19=JJ02-- Seal) (Notary Exhibit D 993014 01/23/2024 04.26.06 PM Page 5 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 5 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded TENANT AES MAMM CREEK S91vykR, LLC By. ` I ) .� Printed Na � e: ,' � A R-S : X- 1, t✓ Title: c7to ACKNOWLEDGEMENT OF TENANT STATE OF UTAH } S.S COUNTY OF SALT LAKE } On lbeU,Lbe.r 1 , 202..E before me, C1 6 )5(a 1S" , Notary Public, personally appeared, 'AA-WeS "A32-S who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Utah that the foregoing paragraph is true and correct. WITNESS my hand and official seal. f CRYSTAL 5 1 I'SDELL Not State of Utah Signature: $ nay Cpmmb�sSior E pi ea on: 14oXembbr21, 2026 Seal) My Commission Expires: 1 � I Zt 1'Z.(-p Exhibit D 993014 01/23/2024 04.26.06 PM Page 6 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 6 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Exhibit A to Memorandum of Land Lease Description of Property Real Property in the County of Garfield, State of Colorado, more particularly described as follows: Being a portion of that parcel conveyed to Eagle Springs Organic LLC in reception No. 800706 and being a portion of that parcel conveyed to Eagle Springs Organic LLC in reception No. 991658 of the Official Public Records of Garfield County, Colorado (PID: 217917200710), and being located in the West Half (W/2) of Section 17 and the East Half (E/2) of Section 18 of Township Six South (T6S), Range Ninety Two West (R92W), Wh Principal Meridian, Garfield County, Colorado and more particularly described as follows: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast Corner of said Section 17 and from which a found 3-1/4" Aluminum Cap for the East Quarter of Section 20, said T6N, R9W bears South 00°35' 11" East, being the bearing that all others in this description are based on, 2625.11 feet; Thence North 56°23'42" West, 4789.60 feet to the true Point of Beginning for this description; Thence South 89°28' 17" West, 538.23 feet; Thence S O1°20'56" E, 391.93 feet; Thence North 88°39'04" East, 30.01 feet; Thence South 01°20'56" East, 165.04 feet; Thence North 88°39'04" East, 448.88 feet; Thence South 01°20'56" East, 1059.36 feet; Thence South 88°39'04" West, 752.43 feet; Thence North 59°38'47" West, 324.16 feet; Thence North 51°54'03" West, 274.82 feet; Thence North 01°20'56" West, 355.30 feet; Thence North 01' 53'30" East, 187.64 feet; Thence North 26°08'30" West 162.57 feet; Thence North 72°10'05" East, 175.26 feet; Thence North 01°20'56" West 280.35 feet; Thence South 88°39'04" West, 99.90 feet; Thence North O1°20'56" West, 231.75 feet; Thence South 89°52'20" West, 501.81 feet; Thence North 76'52' 11" West, 126.40 feet; Thence North 26°39'26" East, 125.34 feet; Thence North 63°20'34" West, 49.77 feet; Thence North 24°51'00" East, 95.77 feet; Thence South 68'33' 12" East, 53.00 feet; Thence South 79'33'18" East, 155.96 feet; Thence North 01°20'40" West, 416.06 feet; Thence North 15° 14'32" East, 143.59 feet Thence South 89°48' 12" East, 167.23 feet; Thence South 01°20'56" East, 330.36 feet; Thence South 89°29'51" East, 458.05 feet; Thence North 00°48'05" West, 310.47 feet; Thence North 81°33'20" East, 452.15 feet; Thence South 89°21'07" East, 376.09 feet; Thence South 29°25'25" East, 240.61 feet; Thence South 01°20'56" East, 489.19 feet; Thence North 88°39'04" East, 48.60 feet; Thence South 00°24'51" East, 53.97 feet to the Point of Beginning. Containing 62.33 acres more or less. Exhibit D 993014 01/23/2024 04.26.06 PM Page 7 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 7 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Exhibit B to Memorandum of Land Lease Legal Description and/or Depiction of Easements Access Easement No.: 1 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 4217917300732 ) and being in the South Half (S/2) of Section 17, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 890 25 42" West, 3865.16 feet to the true Point of Beginning for this description being a point on the Northeasterly Right of Way line of Garfield County Road 315; Thence North 50°4736" East, 64.84 feet; Thence North 58°30' 16" East, 63.68 feet; Thence North 66' 35'06" East, 40.91 feet; Thence 99.64 feet along a curve to the right having a radius of 211.71 feet, a central angle of 26°57'57" and sub -tending a chord which bears North 80°04'04" East, 98.72 feet; Thence South 86°56'28" East, 45.82 feet; Thence South 85'27'55" East, 25.18 feet; Thence 133.92 feet along a curve to the left having a radius of 232.22 feet, a central angle of 33°02'32" and sub -tending a chord which bears North 78°00'49" East, 132.07 feet; Thence North 61'29'34" East, 37.46 feet; Thence 55.03 feet along a curve to the right having a radius of 97.76 feet, a central angle of 32°15'08" and sub -tending a chord which bears North 77°36'39" East, 54.28 feet; Thence South 86°16'16" East, 43.59 feet; Thence South 82°10'34" East, 52.20 feet; Thence South 79°48'03" East, 48.35 feet; Thence South 86°46'36" East, 32.06 feet; Thence South 85°04' 19" East, 25.52 feet; Thence 68.60 feet along a curve to the right having a radius of 170.94 feet, a central angle of 22°59'36" and sub -tending a chord which bears South 73°34'30" East 68.14 feet; Thence South 62°04'42" East, 8.05 feet; Thence South 65°14'21" East, 28.54 feet; Thence South 69°55'27" East, 14.69 feet; Thence 91.62 feet along a curve to the left having a radius of 213.94 feet, a central angle of 24'32' 13" and sub -tending a chord which bears South 82011'34" East, 90.92 feet; Thence North 85032'20" East, 54.03 feet; Thence North 87°23'57" East, 23.77 feet; Thence 117.60 feet along a curve to the right having a radius of 349.86 feet, a central angle of 19°15'33" and sub -tending a chord which bears South 82°58'17" East, 117.05 feet; Thence South 73°20'31" East, 87.40 feet; Thence South 72°16'28" East, 112.62 feet; Thence South 82°44'40" East, 69.13 feet; Thence South 83°00'45" East, 68.21 feet; Thence South 84°34'33" East, 9.71 feet; Thence 131.08 feet along a curve to the left Exhibit D 993014 01/23/2024 04.26.06 PM Page 8 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 8 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded having a radius of 718.61 feet, a central angle of 10°27'04" and sub -tending a chord which bears South 89°48'08" East, 130.90 feet; Thence North 84°58' 17" East, 27.26 feet; Thence South 89°37'33" East, 64.82 feet; Thence South 89°17'21" East, 107.30 feet; Thence South 86°21'01" East, 87.80 feet; Thence South 87'01'28" East, 97.26 feet; Thence North 88°51' 18" East, 51.17 feet; Thence North 83°26'55" East, 32.28 feet; Thence North 79°59'55" East, 19.98 feet; Thence North 82°48'07" East, 30.86 feet; Thence 97.93 feet along a curve to the left having a radius of 56.31 feet, a central angle of 99°38'40" and sub -tending a chord which bears North 32058'56" East, 86.05 feet; Thence North 16°50' 14" West 11.92 feet; Thence 134.15 feet along a curve to the left having a radius of 190.23 feet, a central angle of 40'24' 18" and sub -tending a chord which bears North 37002' 15" West, 131.39 feet; Thence North 57014' 15" West, 4.09 feet; Thence North 67°27'50" West, 51.03 feet; Thence North 72°01'08" West, 312.09 feet; Thence North 75°47'08" West, 695.69 feet; Thence 79.60 feet along a curve to the left having a radius of 323.73 feet, a central angle of 14°05' 17" and sub -tending a chord which bears North 82°49'46" West, 79.40 feet; Thence South 89°49'30" West, 60.77 feet; Thence North 89°32'06" West, 123.91 feet; Thence 342.02 feet along a curve to the right having a radius of 233.41 feet, a central angle of 83°57'24" and sub -tending a chord which bears North 47°33'26" West, 312.23 feet; Thence North 05°34'46" West, 4.92 feet; Thence 279.98 feet along a curve to the left having a radius of 231.42 feet, a central angle of 69°19'06" and sub -tending a chord which bears North 40°14' 19" West, 263.22 feet; Thence North 74°53'53" West, 269.10 feet; Thence 359.65 feet along a curve to the right having a radius of 277.84 feet, a central angle of 74°10'00" and sub -tending a chord which bears North 37°48'53" West, 335.06 feet; Thence North 00°44'08" West, 916.11 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID #217917400731) from which said Southeast Quarter of Section 17 bears South 60°59' 14" East, 4524.74 feet. Containing 5,914.90 linear feet or 358.48 rods or 5.432 acres more or less. Access Easement No.: 2 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 2179 17300732) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 009511 East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 79153'00" West, 3268.36 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Exhibit D 993014 01/23/2024 04.26.06 PM Page 9 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03,20,20 PM Page 9 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Reception No. 787615 (PID 2179017300732); Thence South 88°57'45" West, 24.1.45 feet; Thence North 83°56'06" West, 118.88 feet; Thence North 73°57'30" West, 126.63 feet; Thence North 6891'41" West, 297.65 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 79°37'28" East, 4041.30 feet. Containing 784.61 linear feet or 47.55 rods or 0.721 acres more or less. Access Easement No.: 3 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917300732) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 009 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 61 °43'48" West, 4491.84 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615(PID 217017300732); Thence South 89'15'52" West, 29.25 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 61°54'36" East, 4517.45 feet. Containing 29.25 linear feet or 1.77 rods or 0.027acres more or less. Access Easement No.: 4 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Exhibit D 993014 01/23/2024 04.26.06 PM Page 10 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 10 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Meridian, Garfield County Colorado bears South 009511 East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 61°54'36" West, 4517.45 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917200710); Thence North 74°51'05" West, 52.52 feet; Thence South 899 3'15" West, 449.29 feet to the Point of Termination for this description from which said Southeast corner of Section 17 bears South 64°32'55" East, 4967.35 feet. Containing 501.81 linear feet or 30.41 rods or 0.461 acres more or less. Access Easement No.: 5 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID 217917400731) and being in the West Half of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6`h Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), Oh Principal Meridian, Garfield County Colorado bears South 00035' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 60°59' 14" West, 4524.74 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID 217917400731); Thence North 00141'30" West, 611.95 feet; Thence North 00°13'05" East, 153.91 feet; Thence North 04°05'23" East, 152.81 feet; Thence North 06°41'30" East, 208.78 feet; Thence 126.66 feet along a curve to the left having a radius of 87.46 feet, a central angle of 82°58'34" and sub -tending a chord which bears North 34°47'46" West 115.88 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) from which the said Southeast corner of Section 17 bears South 49°28' 15" East, 5255.59 feet. Containing 1274.70 feet or 77.25 rods or 1.171 acres more or less. Access Easement No.: 6 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18 and the Northwest Quarter of Section 17, Township 6 South (T6S), Range 92 West Exhibit D 993014 01/23/2024 04.26.06 PM Page 11 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03,20,20 PM Page 11 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00'35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 49'28' 15" West 5255.59 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710); Thence 1.71 feet along a curve to the left having a radius of 87.46 feet, a central angle of 01 007' 13" and sub -tending a chord which bears North 76°50'40" West, 1.71 feet; Thence North 77'24' 15" West, 21.87 feet; Thence North 8739'30" West, 50.92 feet; Thence North 82°37' 19" West, 51.13 feet; Thence North 76°53'47" West, 105.98 feet; Thence 127.02 feet along a curve to the left having a radius of 701.36 feet, a central angle of 10°22'36" and sub -tending a chord which bears North 86°06'40" West, 126.93 feet; Thence South 84'40'26" West, 236.47 feet; Thence South 86*11'33" West, 353.52 feet; Thence 160.29 feet along a curve to the left having a radius of 194.75 feet, a central angle of 47°09'27" and sub- tending a chord which bears South 62°36'47" West, 155.81 feet; Thence South 39°02'01"West, 11.27 feet; Thence North 59°00'24" West, 37.01 feet; Thence North 89' 13'22" West, 51.82 feet; Thence North 73°09'47" West, 52.11 feet; Thence North 82°49' 15" West, 53.08 feet; Thence North 68°21'30" West, 41.01 feet; ; Thence 166.46 feet along a curve to the left having a radius of 557.53 feet, a central angle of 17°06'24" and sub -tending a chord which bears North 76°54'42" West, 165.84 feet; Thence North 85' 27'53" West, 136.30 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Sprins Organic LLC in Reception No. 800705 (PID 217918100691) from which said Southeast corner of Section 17 bears South 58°27'07" East, 6576.30 feet. Containing 1,658.59 linear feet or 100.52 rods or 1.523 acres more or less. Access Easement No.: 7 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800705 (PID 217918100691) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Exhibit D 993014 01/23/2024 04.26.06 PM Page 12 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 12 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Meridian, Garfield County Colorado bears South 009 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 58°27'07" West, 6576.30 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800705 (PID 217918100691); Thence North 84°23'33" West, 15.11 feet; Thence South 25°17'57" West, 62.33 feet; Thence South 18°51'40" West, 51.43 feet; Thence South 16°52'53" West, 111.83 feet; Thence South 18°08'05" West, 147.00 feet; Thence South 22°02'56" West, 197.71 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800706 (PID 217917200710) from which said Southeast corner of Section 17 bears South 63'26' 13" East, 6501.35 feet. Containing 585.41 linear feet or 35.48 rods or 0.538 acres more or less. Access Easement No.: 8 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 63°26' 13" West, 6501.35 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 8 (PID 217917200710); Thence South 21°09'01" West, 59.07 feet to the Point of Termination for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) from which said Southeast corner of Section 17 bears South 63°57'20" East, 6496.05 feet. Containing 59.07 linear feet or 3.58 rods or 0.054 acres more or less. Access Easement No.: 9 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC, in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield Exhibit D 993014 01/23/2024 04.26.06 PM Page 13 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 13 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 64°48'49" West, 6489.01 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800706 (PID 217917200710); Thence South 2398'38" West, 104.93 feet; Thence South 35°10'57" West, 51.16 feet; Thence South 42°56'08" West, 50.99 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Bedrock Resources LLC in reception No. 802564 (PID 217918400720) from which said Southeast corner of Section 17 bears South 66°36'25" East, 6513.19 feet. Containing 207.08 feet or 12.55 rods or 0.190 acres more or less. Access Easement No.: 11 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 61h Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 009 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 66°45'40" West, 6485.51 feet to the hue Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710); Thence South 34°22'38" East, 16.12 feet; Thence South 24°50'09" East, 51.36 feet; Thence South 22055'58" East, 258.97 feet; Thence South 32°43'13" East, 51.21 feet; Thence South 37°23' 15" East, 225.37 feet; Thence 238.20 feet along a curve to the left having a radius of 190.81 feet, a central angle of 71°31'33" and sub -tending a chord which bears South 73°09'04" East, 223.03 feet; Thence North 71 °05'09" East 138.02 feet to the Point of Termination for this description being a point within the boundaries of a parcel conveyed Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 69°13'11' East, 5689.29 feet. Exhibit D 993014 01/23/2024 04.26.06 PM Page 14 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 14 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Containing 979.26 linear feet or 59.35 rods or 0.899 acres more less. Access Easement No.: 12 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6ch Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17, from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6ch Principal Meridian, Garfield County Colorado bears South 0095'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 69°33'55" West, 5652.94 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs LLC in Reception No. 991658 (PID 217917200710); Thence South 10°18'06" East, 79.23 feet; Thence South 04°25'25" West, 136.49 feet; Thence South 01°02'18" West, 343.04 feet; Thence 213.18 feet along a curve to the left having a radius of 175.35 feet, a central angle of 69°39'24" and sub- tending a chord which bears South 33°47'24" East, 200.29 feet; Thence South 68°37'05" East, 92.76 feet; Thence South 52'01'47" East, 154.45 feet; Thence South 61149'51" East, 491.56 feet; Thence South 74'13'49" East, 594.06 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917200710) from which said Southeast corner of Section 17 bears South 79°37'28" East, 4041.30 feet; Containing 2,889.37 linear feet or 175.11 rods or 2.653 acres more or less. Exhibit D 993014 01/23/2024 04.26.06 PM Page 15 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 15 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Exhibit E Interests in the Solar Property Exhibit E 993014 01/23/2024 04.26.06 PM Page 16 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 16 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded APPENDIX A DEFINITIONS to the GROUND LEASE "Affiliate" shall mean, when used with reference to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of the foregoing, "control", "controlled by" and "under common control with" with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, partnership or membership interests or by contract or otherwise. "Bankruptcy Code" is defined in Section 10.6 of this Lease. "Business Day" shall mean any day other than Saturday or Sunday or a legal holiday observed by the State of California. "Commercial Operations Date" shall mean the earlier of (a) the date on which the Solar Facilities first deliver power in commercial quantities (excluding test energy) to the grid or (b) the date set forth in a notice from Lessee to Lessor as the Commercial Operations Date, which notice Lessee may record. "Consent and Agreement" shall have the meaning set forth in Section 10.3 of this Lease. "Conservation Program" shall mean any Conservation Reserve Program, Environmental Quality Incentives Program, or any similar federal, state, or local program. "Effective Date" is defined in the Preamble of this Lease. "Easements" is defined in Section 5.5 of this Lease. "Environmental Laws" shall mean any environmental law, regulation, rule, ordinance, by-law, order, determination, or resolution of any governmental or judicial authority at the federal, state, or local level, applicable to the Property and/or the Solar Property, including, without limitation, the Comprehensive Environmental Response Compensation & Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act, as amended (33 U.S.C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.), the Toxic Substances Control Act, as amended Appendix A —Page 1 993014 01/23/2024 04.26.06 PM Page 17 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 17 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded (15 U.S.C. Section 2601, et seq.), the Emergency Planning & Community Right -To -Know Act, as amended (42 U.S.C. Section 110001, et seq.), the Occupational Safety & Health Act, as amended (29 U.S.C. Section 651, et seq.), [the California Hazardous Waste Control Law (California Health and Safety Code Sections 25100, et seq.), the, Porter -Cologne Water Quality Control Act (California Water Code Sections 13000, et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code Sections 25249.5, et seq.)] I "Extension Term" is defined in Section 3.2 of this Lease. "Event of Default" shall mean a default by a Party in accordance with the terms and provisions of the Section titled Events of Default under this Lease. "Financing Agent" is defined in Section 10.4(a)(i) of this Lease. "Financing Parties" shall mean any lenders, financing institutions (such as banks, insurance companies or investment banking firms) or other persons or entities, which provide or participate in the construction or permanent financing and/or refinancing (whether by public or privately placed debt or by lease) of all or any material portion of the Solar Facilities or which obtain a lien on the Solar Facilities (or any portion thereof) or the Solar Property (or any portion thereof). "Force Majeure Event" is defined in Section 15.1 of this Lease. "Governmental Authority" shall mean any national, state or local government, any political subdivision thereof or any other governmental, quasi - governmental, judicial, public or statutory instrumentality, authority, body, agency, court, department, bureau or entity, or any arbitrator with authority to legally bind a Party. "Hazardous Materials" shall mean any hazardous, toxic or dangerous substances, materials or wastes, including petroleum and by-products of petroleum, asbestos and substances defined as "hazardous substances," "hazardous material," or "toxic substances" in any applicable Environmental Laws. "Improvements" shall mean all fixtures, buildings, structures, improvements and personal property, including without limitation, the Solar Facilities, now or hereafter situated or erected on the Solar Property or any part thereof and all fixtures, machinery, equipment, all building equipment, and without limitation, other property of every kind or nature situated thereon or pertaining thereto or used in connection therewith. "Indemnitee" shall mean a Person seeking indemnification under this Lease. ' California specific provision. Appendix A — Page 2 993014 01/23/2024 04.26.06 PM Page 18 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03,20,20 PM Page 18 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded "Indemnitor" shall mean the Parry against whom indemnification is sought under this Lease. "Initial Term" is defined in Section 3.1 hereof. "Law" or "Laws" shall mean any federal, state, local or other constitution, charter, act, statute, law, ordinance, code, rule, regulation or order or other applicable legislative or administrative action of the United States of America, or the State of [-], or any agency, department, authority, political subdivision or other instrumentality thereof, or a final decree, judgment or order of any Governmental Authority, or any combination of any of the foregoing. "Lease" shall mean this Ground Lease, including all exhibits, appendices, attachments and amendments thereto, to which this Appendix A is attached. "Lease Term" shall mean the Initial Term and all Extension Terms exercised in accordance with Section 3.2. "Leasehold Estate" shall mean the interests created in favor of Lessor by this Lease. "Leasehold Mortgage" shall mean any mortgage or deed of trust for the benefit of Lessee in favor of one or more Financing Parties, encumbering all or a portion of the Leasehold Estate. "Lessee" shall mean the Lessee identified in the introductory paragraph of this Lease. "Lessee Default Notice" is defined in Section 10.4(a)(iii) of this Lease. "Lessor" shall mean the Lessor identified in the introductory paragraph of this Lease. "Losses" shall mean, collectively, losses, liabilities, damages, claims, judgments, orders, penalties, fines, costs or expenses, including, without limitation, (i) reasonable legal, accounting and other expenses, (ii) loss of or damage to property or death or injury to persons, and (iii) the cost to monitor, clean-up and/or remediate any Hazardous Materials, as applicable. "Notice of Claim" shall mean a written notice of any Loss which the Indemnitee has reasonably determined has given or could give rise to a claim under this Lease which notice shall specify, in reasonable detail, the facts known to the Indemnitee regarding the Loss. "Parties" shall mean Lessor and Lessee. Appendix A — Page 3 993014 01/23/2024 04.26.06 PM Page 19 of 19 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $103.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03,20,20 PM Page 19 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded "Permits" shall mean all permits, licenses, approvals, authorizations, consents, exemptions, waivers, variances, or filings with or otherwise issued by a Governmental Authority. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, estate, unincorporated organization or other business entity, or any Governmental Authority. "PPA" shall mean a power purchase agreement between Lessee (or any Affiliate of Lessee) and any offtaker of the generation from the Solar Facilities. "Property" shall have the meaning set forth in Recital A of this Lease. "Release" shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping into the environment in violation of any Environmental Laws. "Solar Easement" is defined in Section 5.5 of this Lease. "Solar Energy" is defined in Section 2.1 of this Lease. "Solar Energy Purposes" is defined in Section 5.1 of this Lease. "Solar Facilities" means Solar Energy collection and electrical generating equipment of all types including, without limitation, any such equipment utilizing photovoltaic and/or solar thermal technology and any related equipment, overhead and underground electrical transmission and communications lines, electric transformers, energy storage facilities, telecommunications equipment, roads, gates, and fences, meteorological towers and related facilities, equipment and setback areas. "Solar Property" is defined in Recital B of this Lease. "Sublease" shall mean any lease, sublease, license or concession agreement involving the use or occupancy of the Solar Property or any portion thereof, other than this Lease. Appendix A — Page 4