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Home My WebLink About20162901.tiffRESOLUTION RE: APPROVE CANCELLATION AND RELEASE OF COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR-1704 - HEARTLAND BIOGAS, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado. pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado. and WHEREAS, on July 21. 2010, the Weld County Board of Commissioners approved Use by Special Review Permit, USR-1704, for Shelton Land and Cattle, Ltd., 23043 County Road 42, LaSalle, Colorado 80645, and Heartland Renewable Energy, LLC, 2400 Trade Center Avenue, Suite 201, Longmont, Colorado 80503, for a Solid Waste Disposal Site and Facility (including Class I composting, an animal waste recycling or processing facility [an anaerobic digester -based renewable energy plant - gas]), along with a Concrete Batch Plant to be used for construction of the facility in the A (Agricultural) Zone District. on the following described real estate, to -wit: Part of the SE1/4 of Section 25, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado WHEREAS, on December 9, 2013, the Board was presented with and approved an Improvements Agreement According to Policy Regarding Collateral for Improvements between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Heartland Biogas, LLC (successor to Heartland Renewable Energy, LLC), 15445 Innovation Drive. San Diego, California 92128, with terms and conditions being as stated in said agreement, and accepted of Collateral in the form of a Corporate Guaranty by EDF Renewable Energy, Inc., 15445 Innovation Drive, San Diego, California, 92128-3432, in the amount of $240,425.00. and WHEREAS, on August 19, 2015, pursuant to certain Conditions of Approval, the Board was presented with and approved an Amended and Restated Improvements and Road Maintenance Agreement According to Policy Regarding Collateral for Improvements between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County. and Heartland Biogas, LLC (successor to Headland Renewable Energy. LLC), 15445 Innovation Drive, San Diego, California 92128, to include a First Amendment to the aforementioned Corporate Guaranty by EDF Renewable Energy, Inc., 15445 Innovation Drive, San Diego. California, 92128-3432, in the amended amount of $735.630.00. with terms and conditions being as stated in said agreement, and WHEREAS, staff from the Weld County Departments of Public Works and Planning Services have agreed to accept payment in the form of a check in the amount of $735.630.00, to complete the required improvements. No warranty collateral will be required, and WHEREAS, upon recommendation of staff, the Board deems it advisable to release said Corporate Guaranty in lieu of receiving a cash payment for the required improvements. 4248414 Pages: 1 of 2 10/26/2016 12:36 PM R Fee:$0.00 Carly Koppes. Clerk and Recorder. Weld County, CO 11111kirdMIf'Ifl.k'a k3 �+��N��:iif'��Mh��i�ti��I III C.de_•.PvZ \L- 79 -1 I. 2016-2901 PL2072 CANCEL AND RELEASE COLLATERAL AND ACCEPT PAYMENT -HEARTLAND BIOGAS, LLC - (USR-1704) PAGE 2 - DRAFT NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Corporate Guaranty by EDF Renewable Energy. Inc., 15445 Innovation Drive. San Diego, California, 92128-3432, in the amended amount of $735.630.00, be, and hereby is. canceled and released, and payment in the amount of $735,630.00. is hereby accepted. BE IT FURTHER RESOLVED by the Board that the Clerk to the Board be, and hereby is, directed to return released collateral to the appropriate issuing party. The above and foregoing Resolution was. on motion duly made and seconded, adopted by the following vote on the 14th day of September, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WE D COUNTY, CO •RADO ATTEST: width, w „do;4A Weld County Clerk to the Board BY:(1 puty Clerk to the Boar APPRO- ED Attorney 4248414 Pages: 2 of 2 10/26/2016 12.36 PM R Fee:$0.00 and Recorder, Weld County, CO Carly ' PPiesClerk III Date of signature: (O t 5 t Cp arbara Kirkmeyer, Chair Tn4c3Lte, Mike Freeman, Pr -Tem c„. Sean P. Conway ie A. Cozad e t J2 f Steve Moreno 2016-2901 PL2072 MEMORANDUM TO: Tisa Juanicorena, Clerk to the Board DATE: September 8, 2016 FROM: Janet Lundquist, Public Works SUBJECT: Corporate Guarantee Exchange for USR-1704 Weld County Board of County Commissioners approved USR-1704 for Heartland Renewable Energy LLC on July 21, 2010. The Restated Improvements and Road Maintenance Agreement was approved on August 19th 2015. The $735,630 corporate guarantee was identified in the Exhibit A -Cost Sheet for the intersection of CR 49 & CR 40. The Intersection of CR 49 & 40 is under construction by the Department of Public Works as part of the CR 49 expansion project. Heartland has submitted a check for $735,630 for the construction of CR 49 & CR 40 that will release the corporate guarantee that was submitted as collateral for the Improvements and Road Maintenance Agreement. Attached documentation includes the approved Improvements and Road Maintenance Agreement and an invoice for the corporate guarantee exchange. Page 1 of 1 C:\Users\jlundquist\Desktop\CR 47-49\Heartland\Corporate Guarantee Exchange.docx 2016-2901 Weld County, Colorado Department of Public Works 1111 H Street Greeley, CO 80632-0758 Phone (970) 400-3726 Bill To: Ralph Daley Heartland Renewable Energy, LLC 15445 Innovation Drive San Diego, CA 92128 Comments or special instructions: DATE: September 8, 2016 Description AMOUNT Corporate Guarantee Exchange $ 735,630.00 TOTAL $ 735,630.00 If you have any questions concerning this invoice, contact Janet Lundquist, Support Services Manager, jundquist@weldgov.com, 970-400-3726. THANK YOU! 00059306 eDF renewable energy Weld County Government 1150 0 Street Greeley CO 80631 466 Mi"Ch1/1115-q& Payment No.: 2000134862 Payment Date: 08/15/2016 Vendor No.: 308736 Page: 1 of 1 ; nvelee 'Number trnvoice date PO Text Gress Amos rnt> D€seotunt Net Amow t CK REQ 081116 2016-08-11 4500069614 PO #4500069614 CONSTRUCTION OF CR49 & CR40 Check Total 735,630.00 0.00 735,630.00 $ 735,630.00 UR RECORDS DOCUMENT HAS A COLORED BACKGROUND. SECURITY FEATURES LISTED ON BACK. EDF Renewable Development, Inc. P.O. Box 504080 SAN DIEGO CA 92150-4080 PAY TO THE ORDER OF Weld County Government Wells Fargo Controlled Disbur 464 California Street CA 94101 00059306 56-382/412 Date 08/15/2016 * *735,630.00 ********SEVEN HUNDRED THIRTY-FIVE THOUSAND SIX HUNDRED THIRTY & 00/100 DOLLARS Weld County Government 1 150 0 Street Greeley CO 80631 Y.- CLERK TO THE BOARD PHONE (970) 400-4217 FAX: (970) 336-7233 1150 "O" Street P.O. BOX 758 GREELEY, COLORADO 80632 November 3, 2016 Heartland Biogas, LLC 15445 Innovation Drive San Diego, California 92128-3432 RE: Cancellation and release of Collateral for USR1704, Heartland Biogas, LLC Heartland Biogas, LLC: On September 14, 2016, the Board of County Commissioners approved the cancellation and release of collateral for corporate guaranty in the amount of $735,630.00 and subsequent acceptance of company check # 00059306. from EDF Renewable Development, Inc.. in the amount of $735,630.00, for the construction of County Road 40 and 49 as part of the CR 49 Expansion Project and as agreed upon in the Improvements and Road Maintenance Agreement. Enclosed is a copy of the Resolution signed by the Board of County Commissioners. The original corporate guaranty is enclosed. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4217. Very truly yours, BOARD OF COUNTY COMMISSIONERS By: VAL Tisa Juanicfdrena Deputy Cterk to the Board Execution Copy silo O XIO This First A �Qv and at- 05Coete fr �.C:-' tise 1MENT TO GUARANTY rust 4, 2015 (this "Amendment"), is entered into by ...,cantor") and County of Weld, a body corporate and aid through its Board of County Commissioners, the aeneficiary may be referred to as a "Party" or the "Parties". oa�a RECITALS $ f do -ill t ► . ��,�, • eficiary that certain Guaranty dated as of December 9, Gee Guar • ► 'i i� .� ; + �� . Guarantor agreed to guarantee certain obligations of ‘p1• pep _Land Biogas, '$ C t - „�:. j1 under that certain Improvements Agreement According �o Policy Re ardin �•�+ir:� - 1��```r!g g _` vements (as amended, modified and supplemented from time to time, the "A± �t� _��.. no which the Beneficiary and the Company are agreeing to certain requirements ' ' :moo the on -site and off -site improvements the Company will undertake in connection with the construction of the facilities contemplated by a Use -by -Special Review for Property located in Weld County, Colorado (USR-1704). B. The Parties hereto desire to amend the Guaranty on the terms set forth herein. NOW THEREFORE, for and in consideration of the agreements herein made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings specified in the Guaranty. 2. Amendment. Section 3 of the Guaranty is hereby amended by replacing the phrase "Two Hundred Forty Thousand Four Hundred Twenty -Five Dollars ($240,425)" with the phrase "Seven Hundred Thirty -Five Thousand Six Hundred Thirty Dollars ($735,630)". Section 10 of the Guaranty is hereby deleted in its entirety and replaced with the following language: "This Guaranty shall be governed by and in all respects in accordance with the laws of the State of Colorado, United States of America, without reference to conflicts of laws." Section 11(b) is hereby amended by replacing the phrase "the federal or state courts located in San Diego, California" with the phrase "the federal district court for the district of Colorado or the Weld County District Court". 3. Original Guaranty. Except as amended hereby, the terms and conditions of the Guaranty shall remain in full force and effect and nothing in this Amendment shall be construed as a waiver of any rights of either Party thereunder. Each reference in the Guaranty to the "Guaranty" and the use of the words "herein", "hereof", "hereunder" and other words of similar import shall be deemed to be a reference to the Guaranty, as amended by this Amendment. 4. Miscellaneous. (a) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all oral communication and prior writings with respect thereto. No amendment, modification, or waiver 4141050 Pages: 29 of 31 09/10/2015 02:20 PM R Fee:$0.00 Car / Koppes Clerk and Recorder Weld County CO lilt IIPIII f, JIIIi:iir%N't Fi 4I14: I. Pi. uK 11' R,'1rUli+Yis,1I II 1 Bois-,277 in respect of this Amendment shall be effective unless in writing and executed by each of the Parties. (b) Headings. Headings used in this Amendment are for convenience of reference only and shall not affect the construction of or be taken into consideration in connection with the interpretation of this Amendment. (c) Execution in Counterparts. This Amendment may be executed in multiple counterparts and by each Party in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute but a single agreement. The delivery of an executed counterpart to this Amendment by electronic means, including via email, shall be effective as the delivery of a manually executed counterpart. [signature page follows] 4141050 Pages: 30 of 31 09/10/2015 02:20 PM R Fee;$0.00 Carly Koppes Clerk and Recorder. Weld County CO ■Ill k��,��;��l�ic$1,61'NWil Eli Ill III 2 IN WITNESS WHEREOF, the Parties have caused this Amendment to Guaranty to be duly executed and delivered as of the date first above written. EDF Renewable Energy, Inc. By: Name: Tristan Grimbert Title: President and CEO Accepted and agreed to as of the date first above written: County of Weld, by and t rough its Board of County Commissioners By: As it4W_ Name: Barbara Kir Title: Chair AUG 1 ! 2015 4141050 Pages: 31 of 31 09/10/2015 02:20 PM R Fee:$0.00 Car y Koppes Clerk and Recorder. Weld County. CO lilt M�.r,�'k� i�R P,ilik'k k'Y't: kWh% till [Signature Page to First Amendment to Guaranty') do/ -02770 ceiP\. pNGe as`°r lS Jp \" ff`' GO‘Sectev NS�� GoGoc �p ye9' 6 ire a cthe fro herein as th ..i(ANTY is made as of December 9, 2013 by EDF Renewable antor"), for the benefit of the County of Weld, a olorado, by and through its Board of County r and the Beneficiary are sometimes collectively CITALS A. A subsidiary of Guarantor, Heartland Biogas, LLC (the "Company") and the Beneficiary are entering into that certain Improvements Agreement According to Policy Regarding Collateral for Improvements (as amended, modified and supplemented from time to time, the "Agreement"), pursuant to which the Beneficiary and the Company are agreeing to certain requirements related to the on -site and off -site improvements the Company will undertake in connection with the construction of the facilities contemplated by a Use -by -Special Review for Property located in Weld County, Colorado (USR-1704). B. The Beneficiary's willingness to enter into the Agreement is conditioned upon the issuance by Guarantor of this Guaranty. C. Guarantor is willing to issue this Guaranty on the terms and conditions set forth herein. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: SECTION 1. Definitions. 1.1 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. 1.2 As used in this Guaranty, the following terms shall have the following meanings: "Business Day" means a day of the year on which banks are not required or authorized by law to close in the State of California or Paris, France. "Guaranteed Obligations" means any and all of the obligations of the Company under the Agreement subject to the limitations set forth in the Agreement. 1.3 In this Guaranty: (a) unless otherwise specified, references to Sections and clauses are references to Sections and clauses of this Guaranty; and (b) except as otherwise specifically provided herein, including without limitation in this Section 1.3(b), references to any document or agreement, including this Guaranty, shall be deemed to include references to such document or agreement as amended, supplemented or replaced and in effect from time to time in accordance with its terms and subject to compliance with the requirements set forth therein; 1.4 The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Guaranty. SECTION 2. Guaranty. Subject to the provisions hereof, Guarantor hereby unconditionally and irrevocably guarantees, to the Beneficiary, as primary obligor and not as surety, the full and prompt payment when due of the Guaranteed Obligations. To the extent that Company shall fail to pay any Guaranteed Obligations, Guarantor shall promptly pay to Beneficiary the amount due. SECTION 3. Limitation on Guarantor's Liability. Guarantor's liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the Agreement, and in no event shall Guarantor be subject hereunder to any indirect, special, incidental, exemplary or consequential damages, losses, or liability of any kind whatsoever, including loss of utilization or use, loss of opportunity, loss of profits, business interruption or expected income, or any other damages, costs or attorneys' fees. The foregoing limitation shall apply for any and all manners of liability including liabilities based in contract, tort, statutory, regulatory, environmental or any basis in any law or equity. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Guarantor in respect of the Guaranteed Obligations is limited to and shall not exceed Two Hundred Forty Thousand Four Hundred Twenty -Five Dollars ($240,425) (it being understood that any payment by Guarantor or Company of any portion of the Guaranteed Obligations shall limit and reduce Guarantor's maximum aggregate liability hereunder on a dollar -for -dollar basis). Except as specifically provided in this Guaranty, Beneficiary shall have no claim, remedy or right to proceed against Guarantor or against any past, present or future stockholder, partner, member, director or officer thereof for the payment of any of the Guaranteed Obligations, as the case may be, or any claim arising out of any agreement, certificate, representation, covenant or warranty made by Company in the Agreement. SECTION 4. Payment Demand. If Company fails or refuses to pay any Guaranteed Obligations when due and owing, Beneficiary shall notify Company in writing of the manner in which Company has failed to pay and demand that payment be made by Company. If Company's failure or refusal to pay continues for a period of three (3) days after the date of Beneficiary's notice to Company, and Beneficiary has elected to exercise its rights under this Guaranty, Beneficiary shall make a demand upon Guarantor (hereinafter referred to as a "Payment Demand"). A Payment Demand shall be in writing and shall reasonably and briefly specify in what manner and what amount Company has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Beneficiary is calling upon Guarantor to pay under this Guaranty. A Payment Demand satisfying the foregoing requirements shall be deemed sufficient notice to Guarantor that it must pay such Guaranteed Obligations and such payment shall be made to Beneficiary by Guarantor within three (3) days after receipt of such Payment Demand. A single written Payment Demand shall be effective as to any specific default under the Agreement that is susceptible of being cured by the payment of 2 money during the continuance of such default and additional written demands concerning such default shall not be required until such default is cured. SECTION 5. Nature of Guaranty. This Guaranty constitutes a guaranty of payment when due and not of collection, and Guarantor specifically agrees that it shall not be necessary or required that the Beneficiary exercise any right, assert any claim or demand or enforce any remedy whatsoever against Company, either before or as a condition to the obligations of Guarantor hereunder; provided that Guarantor shall have the benefit of and the right to assert any defenses against the claims of the Beneficiary which are available to Company, and which would have also been available to Guarantor if Guarantor had been in the same contractual position as Company under the Agreement, other than (i) defenses arising from the insolvency, reorganization or bankruptcy of Company, (ii) defenses expressly waived in this Guaranty, and (iii) defenses previously asserted by Company against such claims to the extent such defenses have been finally resolved in the Beneficiary's favor by a court of last resort or by arbitration conducted pursuant to the Agreement. For the avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Company to the Beneficiary under the terms and conditions of the Agreement. SECTION 6. Unconditional Obligations. An action may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Company, or whether Company is joined in any such action or actions. The liability of Guarantor under this Guaranty shall be continuing, irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives, any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than satisfaction in full of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Beneficiary upon the insolvency, bankruptcy or reorganization of Company or otherwise, all as though such payment had not been made and, in such event, Guarantor will pay to the Beneficiary upon demand an amount equal to any such payment that has been rescinded or returned. SECTION 7. Waiver. Except as set forth in this Guaranty, Guarantor hereby unconditionally waives (a) presentment, demand of payment, protest for nonpayment or dishonor, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations by the Beneficiary, and (b) any requirement that the Beneficiary enforce or exhaust any right or remedy or take any action against Company. SECTION 8. Subrogation; Setoffs and Counterclaims. Notwithstanding anything in this Guaranty to the contrary, and in addition to any other rights of the Beneficiary to which Guarantor or any of its designees may be subrogated, to the extent Guarantor shall make or cause to be made any payment pursuant to this Guaranty, Guarantor shall be subrogated to all rights the Beneficiary may have under the Agreement in respect thereof; provided, however, that Guarantor shall be entitled to enforce such right of subrogation only after all rights of the Beneficiary with respect to the Guaranteed Obligations shall have been fully satisfied. Without limiting Guarantor's own defenses and rights hereunder, Guarantor reserves to itself all rights, set -offs, counterclaims and other defenses to which Company or any other affiliate of Guarantor is or may 3 be entitled to arising from or out of the Agreement or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Company. SECTION 9. Representations and Warranties. Guarantor hereby represents and warrants, as follows: (a) Guarantor is a societe anonime duly organized and validly existing under the laws of France. (b) The execution, delivery and performance by Guarantor of this Guaranty are within Guarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) Guarantor's organizational documents, (ii) any contractual restriction binding on or affecting Guarantor or (iii) applicable law. (c) No authorization or approval by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by Guarantor of this Guaranty. (d) There is no action, suit or proceeding now pending or, to Guarantor's knowledge, threatened against Guarantor before any court, administrative body or arbitral tribunal that could be reasonably likely to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty. SECTION 10. Governing Law. This Guaranty shall be governed by and interpreted in all respects in accordance with the laws of the State of New York, United States of America, without reference to conflicts of laws (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law). SECTION 11. Dispute Resolution. (a) Meeting. In the event a dispute, controversy, or claim arises between Guarantor and Beneficiary relating to this Guaranty, the aggrieved party shall promptly provide notice of the dispute to the other party after such dispute arises. A meeting shall be held within fifteen (15) days between the parties, attended by representatives of the parties with decision -making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. (b) Consent to Jurisdiction. Each of the Parties hereto hereby agrees that any legal action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment shall be brought in or removed to the federal or state courts located in San Diego, California to the exclusion of any and all other courts, forums or venue. By execution and delivery of this Guaranty, the Parties hereto accept, for themselves and in respect of their property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each Party hereto hereby irrevocably consents to the service of process out of any of the aforementioned courts in any manner permitted by law. Each Party hereto hereby waives any right to stay or dismiss any action or proceeding under or in connection with this Guaranty brought before the foregoing courts on the basis of forum non-conveniens. 4 SECTION 12. Waiver of Jury Trial. EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER, OR IN RESPECT OF THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE BENEFICIARY OR GUARANTOR. SECTION 13. Amendments, Etc. No amendment or waiver of any provision of this Guaranty, and no consent to any departure by Guarantor or the Beneficiary herefrom, shall in any event be effective unless the same shall be in writing and signed by the Beneficiary and Guarantor and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 14. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied or delivered to each of the Parties as follows: if to Guarantor to: EDF Renewable Energy, Inc., 15445 Innovation Drive, San Diego, CA 92128-3432, Attention: Chief Financial Officer, Fax: (858) 521-3300, Telephone: (858) 521-3333, and if to the Beneficiary to: Weld County, Colorado Board of County Commissioners 1150 "O" Street Greeley, Colorado 80631 All such notices and other communications shall be effective (a) if mailed, five (5) Business Days after deposit in the mails, postage prepaid, certified or registered, return receipt requested, (b) if telecopied, when sent and receipt has been confirmed by telephone (c) if delivered by hand or by courier, when signed for by or on behalf of the relevant Party, and (d) if sent by overnight delivery service (e.g., Federal Express, Emery, DHL or AirBorne), on the next Business Day. SECTION 15. No Waiver Remedies. No failure on the part of the Beneficiary or Guarantor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 16. Severability. In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 17. Counterparts. This Guaranty may be executed in one or more counterparts. Delivery of an executed signature page of this Guaranty by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof. 5 SECTION 18. Entire Agreement. This Guaranty and any agreement, document or instrument referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. SECTION 19. Continuing Guaranty. Notwithstanding anything to the contrary in the Agreement, this Guaranty is a continuing guaranty and shall remain in full force and effect until the earliest to occur of (a) the first anniversary of the termination or expiration of the Agreement by its terms or (b) payment in full of the Guaranteed Obligations. SECTION 20. Successors and Assigns. This Guaranty shall be binding upon the Parties and their successors and assigns and inure to the benefit of and be enforceable by the Parties and their successors and assigns. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, Guarantor and the Beneficiary have caused this Guaranty to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. EDF Renewable Egy, Inc. By: N Title: President and CEO Accepted and agreed to as of the date first above written: By: Name: Title: 7 ristan Grimbert 0 m fU co m 0 N O O O f` - r -9 O P- U.S. Postal Service' CERTIFIED MAIL° RECEIPT Domestic Mail Only For delivery information. visit our website at www.usps.com`*. ...O F F IC II Certified Mail Fee $ Extra Services & Fees (check box, add lee as appropriate) El Return Receipt (hardcopy) ❑ Return Receipt (electronic) ❑ Certified Mall Restricted Delivery ❑ Adult Signature Required ❑ Adult Signature Restricted Delivery S S S S S Postage S Total Postage and Fees S Sent To caM Street and Apt. No., or Pb Box No. City, Mate, ZIP+4' Postmark crre.e�7 See Reverse for Instructions PS Form 3800, April 2015 PSN 7538.02.000.9047 SENDER: COMPLETE THIS SECTION t Complete items 1, 2, and 3. Print your name and address on the reverse so that we can return the card to you. I Attach this card to the back of the mailpiece, or on the front if space permits. 1 Article Addressed to: kuwiwvA-&,w�cup. ut- 5445 SpAT—'cacso. CA g212y •3432 9590 9402 1714 6053 4701 05 2. Article Number (Transfer from service label) 7016 0750 0000 7938 2630 PS Form 3811, July 2015 PSN 7530-02-000-9053 COMPLETE THIS SECTION ON DELIVERY A. Signature (Printed Name) ` f (ILL ('9 D. Is delivery address different from item 1? O Yes If YES, enter delivery address below: O No ❑ Agent O Addressee C. Date of Delivery 3. Service Type ❑ Adult Signature ❑ Adult Signature Restricted Delivery ❑ Certified Mail® ❑ Certified Mail Restricted Delivery ❑ Collect on Delivery ❑ Collect on Delivery Restricted Delivery 'nsured Mail sured Mail Restricted Delivery 'er $500) ❑ Priority Mail Express® ❑ Registered Mae' ❑ Registered Mail Restricted Delivery ❑ Return Receipt for Merchandise D Signature confirrnaf'onTM • Signature Confirmation Restricted Delivery Domestic Return Receipt Hello