HomeMy WebLinkAboutSolar and Battery Storage at Landfill RESOLUTION 2020-538
ADOPTED DOC ID: 16389
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2020-538 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
AUGUST 25,2020:
RESOLVED that the Town Board of the Town of Southold hereby accepts the Request for
Proposal that has been submitted by Summit Ridge Energy, 100 Church Street, Suite 800,New
York,NY 10007 for the Solar and Battery Storage at the Landfill submitted on July 17, 2020, all
in accordance with the Town Attorney and the Town Engineer.
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Robert Ghosio, Councilman
AYES: Nappa,Dinizio Jr, Doherty, Ghosio, Evans, Russell
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GROUND LEASE
This Ground Lease(the"Lease")is made and entered into as of January 2021, (the
"Effective Q t '), by and between Town of Southold (the"Landlord")and SRE Solar
Origination 2,LLC, a Delaware limited liability company(the"Tenant").
WHEREAS, Landlord owns approximately 60 acres of real property located at 6155 Cox
Lane, Cutchogue,NY, as more particularly described in Appendix A attached hereto(the
"Pro e ");
WHEREAS,Tenant wishes to conduct diligence with respect to developing,designing,
installing and operating a solar-powered electric generation facility and energy storage and
distribution system on the portion of the Property described in,Anne ik ff attached hereto, such
portion of the Property being referred to herein as the"Lease Area";
WHEREAS, Landlord is willing to lease the Lease Area to Tenant, and Tenant is willing
to lease the Lease Area from Landlord for the development, construction, operation and
maintenance of a solar-powered electric generation facility and associated uses necessary or
ancillary thereto;
WHEREAS,Tenant desires and Landlord is,willing to grant Tenant certain easements
across the Property which easements are necessary for the development,construction, operation
and maintenance of a solar-powered electric generation facility on the Lease Area;
NOW THEREFORE, in consideration of the premises,the covenants contained herein,
and other good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms within this Lease shall have the
meanings as set forth in the,Olossary-of Terms, attached hereto and incorporated herein.
SECTION 2. LEASE. Landlord hereby leases the Lease Area to Tenant and Tenant
leases the Lease Area from Landlord for the Permitted Uses for the Term. After the
Development Period,Tenant shall have quiet and peaceful possession of the Lease Area for the
entire Term without hindrance, interruption,or interference by Landlord or any other person or
entity claiming through or under Landlord.
SECTION 3. GRANT OF EASEMENTS.
(a) Landlord hereby grants the following easements(the"Easdn eats")to Tenant for
the following purposes,across the portions of the Property identified in Appendix C(the
"Easement Parcels"):
(i) A non-exclusive right of pedestrian,vehicular and equipment access to the
Facility across or through the Property at all times,which is necessary or convenient for
ingress and egress to the Facility including over the now existing or hereafter
constructed roads, lanes, and rights of way on the Property,and such additional roads
as Tenant or anyone else may construct(including rights to maintain, improve,
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rebuild, relocate or widen the roads)from time to time on any portion of the Property
approved by Landlord (which approval shall not be unreasonably withheld,
conditioned or delayed), in each case for the benefit of the Facility.
(ii) an exclusive right to construct,operate,maintain, reconstruct,relocate,
remove,and/or repair the electric utility service infrastructure and associated wires, lines
and poles and other infrastructure necessary;'and convenient, above or below ground,to
interconnect the Facility to the electrical distribution system,the location of which will be
determined by the local electric distribution company; and
(iii) an exclusive easement, if needed, of no greater size than reasonably
necessary to be located at a mutually acceptable location on the Property for temporary
construction Iaydown, and other areas and access rights reasonably necessary to
construct,erect, install,expand, modify or remove the Facility. Upon completion of each
construction phase,said easement shall terminate.This easement will run from the
Operations Period Commencement Date until the Commercial Operation Date and during
the Decommissioning Period of the lease term .
(iv) An exclusive right and easement to use,capture,convert,and maintain
uninterrupted the free and unobstructed access to solar energy over and across the
Property and,to the extent the Landlord owns and controls the adjacent properties,over
and across the adjacent properties.
(v) To the extent that Landlordlholds or has the right to use any access,
utility,transmission, water or other easements,rights of way or licenses over lands in
the general vicinity of the Property (the "Landlord Easements") on the date of this
Agreement,and such Landlord Easements are being used or could be used for the
benefit of the Property or Facility,then the Landlord Easements are hereby included
in this Agreement,and Tenant shall be entitled to make full use of the Landlord
Easements, if such use is permitted under,the Landlord Easements. Upon the request
of Tenant at any time and from time to time, Landlord shall grant to Tenant(in
recordable form and containing such terms and provisions as may reasonably be
requested by Tenant), for no additional consideration,one or more subeasements of
the Landlord Easements and the subeasements shall terminate upon the expiration or
termination of this Agreement. However any and all utilization of the same shall be
at the sole cost and expense of the Tenant.
(b) Landlord's grant of Easements in Sections(3)(a)shall commence on the Effective
Date and end upon termination of the Decommissioning Period.
I SECTION 4. TERM..
(a) This Lease will consist of a Development Period, an Operations Period,and a
Decommissioning Period.
3 (i) The Development Period will begin on the Effective Date and will
terminate on the earliest of:
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i (A) Delivery by Tenant of notice of termination in accordance with
Section 4(b);
(B) 550 days after the commencement of the Development Period,
provided that Tenant shall have the right to extend such time for up to two
(2)additional periods of six(6)months each,contingent upon Tenant
providing evidence that it continues to pursue the development, financing
and construction of a solar-powered electric generation project on the
Lease Area,and such right to'be exercised by Tenant by delivering notice
to Landlord at least thirty(30)days prior to the commencement of such
additional period;or
(C) the Operations Period:Commencement Date.
(ii) The Operations Period will commence at 12:01 a.m. on the date,notified
by Tenant to Landlord no fewer than ten(10)days in advance,on which Tenant intends
to commence construction-related activities'at, or will otherwise take control over,the
Lease Area(such date being referred to herein as the Operations Period Commencement
Date)and will end at 11:59 p.m.on the last day of the month in which the twentieth(20th)
anniversary of the Commercial Operation Date occurs. Tenant shall have the right to
extend the Operations Period for two (2)periods of five(5)years each.At least ninety
(90)days prior to the beginning of an extension term,Tenant shall deliver notice to
Landlord of Tenant's intent to exercise the extension option,and Tenant and Landlord,at
Tenant's expense,shall prepare and record any amendments to the Notice of Lease and/or
any other documents necessary to evidence and give effect to the extension.
(iii) The Decommissioning Period shall commence on the expiration of the
Operations Period(including any extensions thereof),and shall continue until the
completion of decommissioning activities,which shall not exceed 180 days.
(b) At any time during the Development Period, including any extensions thereof
provided herein,Tenant may elect, in Tenant's sole discretion,to terminate this Lease upon
seven (7) days' notice to Landlord. For the avoidance of doubt, upon any such termination,no
further Rent payments shall become due.
SECTION 5. TENANT'S USE OF THE LEASE AREA. Tenant may use the Lease
Area for Permitted Uses, subject to limitations set forth below:
(a) During the Development Period,Tenant:
(i) may determine the Facility size and the specific location of the Lease Area
and of the Easement Parcels by means of one or more survey(s), and such surveys shall
then define the Lease Area and the Easement Parcels and shall be an amendment to this
f Lease as a revised Ap enp dik B and Appendixt; and
(ii) may use the Lease Area for development work and tests including
determining potential solar energy power production on the Property, including studies
of sunlight concentration and other meteorological data,extracting soil samples,
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conducting wildlife and other environmental studies, and conducting transmission
feasibility studies.
For the avoidance of doubt, during the Development Period,Tenant shall not have control over
the Lease Area and must obtain Landlord's prior permission (which may not be unreasonably
withheld)to enter the Lease Area and undertake the activities described above.
(b) During the Operations Period,Tenant may use the Lease Area for any of the
Permitted Uses.
(c) During the Decommissioning Period,Tenant shall cease commercial operation of
the Facility, and shall (x)remove all structures,equipment,foundations, security barriers and
transmission lines, and all underground foundations, supports,pilings,cables, conduits and other
facilities from the Lease Area and dispose of all materials contained in the Facility in accordance
with Applicable Law;and(y)otherwise return the Property to its condition as of the beginning of
the Operations Period(ordinary wear and tear excluded)except that the Parties agree that Tenant
will not be responsible for replacement of any trees or shrubbery and,further, in the event a
roadway or other ingress/egress is constructed,the Tenant is not responsible for removing any
constructed access way. This Section 5(c) shall survive any termination of this Agreement.
SECTION 6. CONSTRUCTION OF THE FACILITY.
(a) Tenant may construct the Facility as Tenant, in its sole discretion, may determine,
provided, however,that such construction shall comply with Applicable Law. Landlord consents
to Tenant's location of the Facility or related facilities or equipment at any location in the Lease
Area, including at or near property boundary lines.
(b) Tenant shall give Landlord regular updates on the progress of installing the
Facility. After Tenant has determined, in its reasonable judgment,that the Facility has been
installed in accordance with all Applicable Laws,and is capable of producing electricity on a
continuous basis while exposed to sunlight,Tenant shall notify Landlord that installation of the
Facility is complete and shall specify the Commercial Operation Date for the Facility.
(c) Tenant may remove such trees and other vegetation or obstructions,as necessary
on the Property to obtain solar access to the Facility.
SECTION 7. LANDLORD ACTIVITIES.
(a) Landlord shall not be required to furnish any services or facilities or to make any
repairs or alterations to the Property
'! (b) Landlord shall not engage in activities at the Property that will materially impact
the topography or soil conditions on the Lease Area,or construct any structures or improvements
j on the Lease Area or Easement Parcels.
i (c) Landlord shall not construct or install, or knowingly permit to be constructed or
installed, on any property owned or leased by Landlord any alterations, modifications or
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improvements to such property which would interfere with or block the access of the Facility to
sunlight.
(d) During the Operations Period and the Decommissioning Period, Landlord shall
not enter the Lease Area without Tenant's consent, such consent not to be unreasonably
withheld.
(e) Landlord will maintain existing drainage tiles or waterways in proper condition
and, further,will not alter the natural flow of water in a way that impacts the Facility. Moreover,
to the extent necessary,Tenant may elect to install, at its cost, drainage systems as necessary for
the Facility and, in so doing, upon Notice to Landlord, Tenant has the permission to tie-in to
existing drainage systems in a reasonable manner. Any such tie-in will be completed at Tenant's
cost and the Tenant-installed drainage system will be maintained at Tenant's cost. With respect
to drainage tiles located on the Property as of the Effective Date. Landlord agrees that
Tenant may reroute, at Tenant's sole expense, any drainage tiles which may conflict with
locations for Facility foundations or cabling, provided such rerouting does not significantly
adversely affect the functionality of the drainage on the Property. Tenant shall bear the cost
of having only responsible,and experienced field tile contractors repair or rebuild the tiles
damaged by Tenant's operations. Tenant will (i) guarantee all field tile repairs conducted by
the Tenant at the repair point for the term of the Lease and (ii) repair any damage to the tiles
repaired by Tenant which arise within sixty months (60) months after the Commencement of
1 Operations Date; provided, however,that such obligations will only apply to damage
directly caused by Tenant's operations.
(f) During the Development Period,Landlord shall not solicit offers to lease to a
third party for the purposes of developing or constructing a solar-powered electric generation
facility on the Property, directly or indirectly.
SECTION 8. RENT PAYMENTS. In consideration for the lease of the Lease Area,
Tenant agrees to pay Rent to the Landlord as follows:
(a) Development Period. During the Development Period, subject to any Rent
Abatement For Taxes/PILOT(as may be exercised by Tenant in accordance with Section 9(c)),
Tenant shall pay to Landlord the sum of US$8,000 per annum,payable on the first day of the
applicable quarter$2,000 per quarter. The first full month's Quarter and rent for any partial
quarter during the Development Period, if applicable, shall be paid within ten(10)business days
of the Effective Date.
(b) ftf xtian's Period. During the Operations Period, including any extensions
thereof, subject to any Rent Abatement For Taxes/PILOT(as may be exercised by Tenant in
accordance with Section 9(c)), Tenant shall pay to Landlord the sum of US$335,000.00 per year,
payable on the first day of the applicable quarter in the amount of$83,750.00 per quarter. The
Rent shall increase at a rate of 1.5%per annum during the Operations Period, including any
extensions thereof.
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(c)
Decommissioning Period. During the Decommissioning Period, subject to any
Rent Abatement For Taxes/PILOT(as may be exercised by Tenant in accordance with Section
9(c)),Tenant shall be obligated to continue to pay Landlord Rent at the rate specified in 8(b).
(d) Payment-Method. Rent may be paid by check or wire transfer of immediately
available funds. Upon request by Tenant, Landlord shall provide Tenant with account
information to which wire transfers may be made. Tenant shall pay to Landlord the Rent in four
(4) equal quarterly installments during each lease year on the first day of each succeeding quarter
until the expiration of the Term, unless sooner terminated. The Rent shall be payable and shall
be paid to Landlord without notice or demand. Tenant,at its option, shall have the right to
prepay any portion of the Rent. Notwithstanding anything in this Agreement to the contrary,
Tenant shall have no obligation to make any payment to Lessor otherwise required under
this Agreement until Landlord has returned to Tenant a completed Internal Revenue Service
Form W-9. In the event that Landlord assigns,transfers,or sells its interest in the Property,
Landlord will provide notice to Tenant and include with such notice a copy of the transfer
instrument.
(e) Landlord.Remedy. If Tenant defaults in its obligations for payment of rent and
such default is not cured upon thirty(30)days after notice of such default from Landlord,
Landlord may, at its option, proceed with litigation.The prevailing party shall be entitled to all
fees and expenses associated with such litigation, including reasonable attorney's fees.
z SECTION 9. TAXES
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(a) Landlord shall be responsible for all taxes assessed against the Property for the
Term and any extensions thereof, other than those obligations of Tenant as detailed in Section
9(c).
(b) Reserved.
(c) The Parties acknowledge that the Property is currently exempt by any and all
taxing jurisdictions as a`Town owned property' and that the Facility to be installed by Tenant on
the Property(or portion thereof)will also be exempt by any and all taxing jurisdictions(the tax
exemption on the Property and the Facility shall collectively be referred to as the"Tax
Exemption"). In the event that(i)this Tax Exemption is changed or revoked with respect to the
Property and/or the Facility, (ii)any taxes (whether real property, personal property or
otherwise) is assessed by any taxing jurisdiction or authority on the Property and/or the Facility
and/or(iii)a payment in lieu of taxes agreement(PILOT) is entered into with the Town of
Southold, Southold school district, Suffolk County,any other taxing jurisdiction and/or any other
entity(the"PILOT Agreement"),then, in each of clauses(i), (ii)and/or(iii), Tenant shall
immediately be permitted(and without the consent of, or any other action by, Landlord)to
reduce the Rent then due and payable under this Lease on a dollar-for-dollar basis by an amount
equal to (x) any taxes(whether real, personal or otherwise)then assessed and becoming due and
payable on the Property and/or the Facility as a result of the termination or loss of the Tax
Exemption or otherwise and/or(y)any amounts due and payable pursuant to such PILOT
Agreement(s) (collectively,the"Rent Abatement For Taxes/PILOT").
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E In addition (and without limitation to the foregoing),the Parties hereby expressly and
acknowledge and agree that Tenant shall be exempt from (and shall not, under any
circumstances,be liable for) any roll-back real estate property taxes imposed by any taxing
authorities due to the Property no longer meeting the definition of"Town owned property",
'agricultural land" or"horticultural land"or for any other reason as a result of the Property's use
as contemplated by this Lease or otherwise.
Landlord and Tenant shall reasonably cooperate to appropriately minimize any such taxes
contemplated in this paragraph 9(c).
(d) Solely upon and after the occurrence of any loss or termination of the Tax
s Exemption,Tenant shall pay all taxes for which Tenant is directly billed on or before the date
such amounts are due,subject however to the right of Tenant to contest taxes in accordance with
this Lease and Applicable Law. Solely upon and after the occurrence of any loss or termination
of the Tax Exemption, Tenant shall pay Landlord,within 10 business days after Tenant's receipt
of the applicable invoice from Landlord, the amount of such taxes for which Tenant is
1 responsible hereunder and which have not been billed directly to Tenant. Landlord will submit
copies of tax bills or notices of assessments, appraisals or statements applicable to the Facility to
Tenant promptly upon receipt thereof and,to the extent Landlord pays the same directly to the
taxing authorities,Landlord will promptly provide evidence of such payment to Tenant.
I (e) Each Party may contest in good faith any tax assessments or payments, provided
that all payments are made when due and such contest(or appeal, as the case may be)complies
with applicable law.
(f) If Tenant fails to pay directly or reimburse Landlord for taxes for which Tenant is
responsible hereunder,Landlord may pay the same and in such event shall be entitled to recover
such amount from Tenant together with interest thereon at a rate equal to the lesser of(i)one and
one-half percent(1'/z%) per month(eighteen percent(18%)per annum)or(ii)the highest rate
allowed under Applicable Law.
(g) If Landlord fails to pay any taxes,judgments or liens that become a lien upon
Tenant's interest in the Lease Area or improvements thereon for which Landlord is responsible
hereunder, or fails to pay any obligations secured by a lien or encumbrance on the Property,
Tenant may pay such amounts and in such event shall be entitled to recover such paid amount
from Landlord,together with interest thereon at rate equal to the lesser of(i)one and one-half
percent(1%2%)per month(eighteen percent(18%)per annum)or(ii)the highest rate allowed
under Applicable Law.
SECTION 10. TITLE;PROPERTY CONDITION;AND LIENS.
(a) Landlord represents and warrants as of the date hereof that the Landlord has
good and marketable title to the Property subject to no liens,easements,options or other
encumbrances other than the Existing Encumbrances specified in Aptieiidix D attached hereto.
(b) Landlord further represents and warrants that to its knowledge there is no
hazardous or toxic substance,material, or waste that is or becomes regulated by any federal,
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state or Iocal governmental authority on, under,or about the Property.
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(c) After the Effective Date, in addition to Existing Encumbrances, and any
refinancing of such Existing Encumbrances which does not increase the amount secured by such
Existing Encumbrances,Landlord may grant a mortgage on all or part of its interest in the
Property if(i)such mortgage is subject to this Lease;and(ii)the mortgagee enters into an
agreement, on terms and conditions reasonably acceptable to Tenant, recognizing the priority of,
Tenant's interest in the Property pursuant to this Lease.
(d) Landlord shall not allow any encumbrances against the Lease Area other than
Permitted Encumbrances.
(e) At Tenant's request,Landlord shall use good faith efforts to obtain from holders
of Permitted Encumbrances such subordinations or non-disturbance agreements as Tenant may
reasonably request to protect and secure Tenant's interest in the Lease Area.
(f) All equipment and structures included within the Facility shall,to the maximum
extent permitted by law, be personal property and not real property or fixtures to real property,
and title to the Facility shall be in Tenant or its mortgagees and assigns.
(g) Landlord shall have no right or interest in any of the electric energy produced by
the Facility or in any Environmental Attributes,Tax Attributes, or other rights or incentives
associated with the production of electric energy by the Facility.
(h)
SECTION 11. PERMIT APPLICATIONS AND FILINGS.
Landlord shall reasonably cooperate with Tenant,to file with such federal,state and
local authorities as Tenant deems appropriate(i)one or more applications to obtain any zoning
relief regarding the Property or portions thereof as may be necessary-and/or desirable to
develop,construct and operate the Facility on the Lease Area; and(ii)one or more applications
i; to obtain construction, use other governmental approvals or permits deemed necessary or
desirable by Tenant or occupancy permits for the Facility or any portion thereof. Landlord is
not obligated to incur any expense in connection with such efforts.Tenant shall provide
Landlord with copies of all applications made and permits obtained in the approval process of
the Facility. Landlord, hereby agrees to join, consent and sign necessary applications
ii prepared by Tenant and authorizes Tenant, its successors and/or assignees to act as its
agent and on its behalf in applying for any required permits on this limited basis only.
SECTION 12. INSURANCE AND INDEMNITY.
(a) Landlord and Tenant shall each maintain appropriate insurance for their
respective interests in,and activities on,the Property and the Facility through the
Decommissioning Date of the project. Tenant's and Landlord's liability insurance required
herein shall include provisions or endorsements naming or including by way of blanket
endorsement the other Party as an additional insured as respects each Party's indemnification
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obligations outlined in Section 12(c)below and to the extent not provided for in Section 12(c)
waving all,rights of subrogation against the other Party and including a similar waiver of
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subrogation on all policies required to be maintained herein.
(b) Tenant and Landlord covenant and agree that from and after the Effective Date
each will maintain,at its sole cost and expense,the following insurance, in the amounts and form
specified:
(i) Commercial General Liability insurance(including broad form property
{ damage and contractual liabilities or reasonable equivalent thereto)covering in
1 the case of the Tenant its use of the Lease Area and the improvements and in the
case of the Landlord any of its activities on or around the Lease Area and the
Improvements against claims for bodily injury or death, property damage and
products liability(including completed operations coverage). Such insurance is to
t be written on an occurrence basis(not a claims made basis)and'to be in amounts
of not less than$1,000,000.00 per occurrence and$2,000,000.00 in the aggregate
for each policy year.
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(ii) Umbrella Liability insurance coverage on a"following form"basis with
limits of not less than $2,000,000 per occurrence and in the aggregate;
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i (iii)Tenant shall furnish the above insurances to the Landlord and shall also
name the Landlord as an additional named insured in said policies
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} (iv)Any incident from which liability may arise�shall be reported to the Landlord
as soon as possible and not later than twenty-four(24)hours from the time of
' such incident.A detailed written report must be submitted to the Landlord as
soon thereafter as possible and not later than three (3)days after the date of such
accident.
(c) TO THE-FULLEST EXTENT PERMITTED BY LAW, EACH PARTY(THE
"INDEMNIFYING PARTY") SHALL INDEMNIFY, DEFEND AND HOLD THE OTHER
PARTY,ITS SHAREHOLDERS,PARTNERS, MEMBERS, DIRECTORS,OFFICERS,
i EMPLOYEES, AGENTS AND CONTRACTORS(THE"INDEMNIFIED PERSONS"),
HARMLESS FROM AND AGAINST ALL LOSSES INCURRED BY THE INDEMNIFIED
PERSONS TO THE EXTENT ARISING FROM,OR OUT OF, ANY CLAIM FOR,OR
ARISING OUT OF,ANY INJURY TO OR DEATH OF ANY PERSON OR LOSS OR
i' DAMAGE TO'PROPERTY TO THE EXTENT ARISING OUT OF THE INDEMNIFYING
PARTY'S, ITS EMPLOYEES' AND AGENTS'NEGLIGENCE,WILLFUL MISCONDUCT,
OR UNLAWFUL CONDUCT.
SECTION 13. MAINTENANCE AND UTILITIES
Tenant shall be responsible for Facility'and infrastructure maintenance,operation, land
maintenance within the Lease Area, and any portion thereof, including access road maintenance,
snow removal, and all other operation and maintenance activities related to the Facility. Tenant
shall be responsible for all utilities and services related to the Facility for the Term.
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. SECTION 14. CONDEMNATION.
(a) If, during the Term, any competent authority for any public or quasi-public
purpose("Condemnio ')seeks to take or condemn all or any portion of the Lease Area, Landlord
! and Tenant shall use all reasonable and diligent efforts,each at its own expense,to contest such
taking.
(b) If,at any time during the Term,any Condemnor shall condemn all or substantially
all of the Lease Area or the Facility, so that the purposes of this Lease are frustrated,then the
interests and obligations of Tenant under this Lease in or affecting the Lease Area shall cease
and terminate upon the earlier of,(i)the date that the Condemnor takes physical possession of the
Lease Area or the Facility, (ii)the date that Tenant is, in its sole judgment,no longer able or
permitted to operate the Facility on the Lease Area in a commercially viable manner due to direct
action of any Condemnor, or(iii)the date title vests in the Condemnor
(c) The parties will each be entitled to pursue their own separate awards in the
condemnation proceeds,which for Tenant will include,where applicable,the value of its
Facility, moving expenses, prepaid Rent,and business dislocation expenses.Tenant will be
entitled to reimbursement for any prepaid Rent on a pro rata basis.
SECTION 15. ASSIGNMENT—RIGHT OF FIRST REFUSAL.
(a) Tenant will have the right to assign,sell or transfer its interest-under this
Agreement without the approval or consent of Landlord,to Tenant's parent or member company
or any affiliate or subsidiary of, or partner in,Tenant or its;,parent or member company,or to any
entity as security for or in connection with a financing or other financial arrangement related to
the Lease Area and/or the Facility as set forth in Section 19,or to any entity which acquires all or
substantially all of the Tenant's assets located at the Property by reason of a merger, acquisition,
or other business reorganization.Upon notification to-Landlord of such assignment,transfer or
sale Tenant will be relieved of all future performance, liabilities and obligations under this
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Agreement.Tenant shall have the right to sublease the premises, in whole or in part, without
'E Landlord's consent.Tenant may not otherwise assign this Agreement without Landlord's consent,
Landlord's consent not to be unreasonably withheld,conditioned or delayed. Any assignment
permitted hereunder shall release the assignor for any further obligation s under this Lease
including any liabilities accruing after the date of the assignment.
I; (b) Upon any assignment pursuant to this Section 15,Tenant shall provide to
!' Landlord current information regarding the address of the Tenant and all Financing Parties and
the term "Tenant" in this Lease shall refer to the entity that was assigned the rights and
obligations of Tenant hereunder.
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! (c) If Landlord,at any time during the Term of this Lease;decides to sell, subdivide
i` or rezone all or any part of the Property,to a purchaser other than Tenant, Landlord shall
promptly notify Tenant in writing,and such sale, subdivision or rezoning shall be subject to this
Agreement and Tenant's rights hereunder. Landlord agrees not to sell, lease or use any areas of
the Property or surrounding property for the installation, operation or maintenance of other solar-
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powered electric generation facility. Landlord shall not-be prohibited from the selling, leasing or
use of any of the Property for non-solar-powered electric generation facility use if it does not
interfere with Tenant's rights under this Lease.
(d) If at any time after the Effective Date, Landlord receives a bona fide written offer
from a third party seeking an assignment of the rental stream associated with this Lease
("Purchase Offer"),Landlord shall immediately furnish Tenant with a copy of the Purchase
Offer,together with a representation that the Purchase Offer is valid, genuine and true in all
respects.Tenant shall have the right within thirty(30)days after it receives such copy and
representation to match the Purchase Offer and agree in writing to match the terms of the
Purchase Offer. Such writing shall be in the form of a contract substantially similar to the
Purchase Offer. If Tenant chooses not to exercise this right of first refusal or fails to provide
written notice to Landlord within the thirty(30)day period, Landlord may assign the rental
stream pursuant to the Purchase Offer, subject to the terms'of this Lease,to the person or entity
that made the Purchase Offer provided that(i)the assignment is on the same terms contained in
the Purchase Offer and(ii)the assignment occurs within ninety(90)days of Tenant's receipt of a
copy of the Purchase Offer. If such third party modifies the Purchase Offer or the assignment
does not occur within such ninety(90)day period, Landlord shall re-offer to Tenant,pursuant to
the procedure set forth in this subparagraph 22(b),the assignment on the terms set forth in the
Purchase Offer,as amended.The right of first refusal hereunder shall (i)survive any transfer of
all or any part of the Property or assignment of all or any part of the Lease;(ii)bind and inure to
the benefit of,Landlord and Tenant and their respective heirs, successors and assigns.
j SECTION 16. FINANCING.
(a) Tenant shall have the right to encumber its leasehold interest in the Lease Area
;i and in the Facility by security agreement or similar instrument in favor of any person providing
financing in respect of the Facility(each, a"Fifiancing'Party").
(b) (i) In the event of a foreclosure or seizure of Tenant's rights with respect to
the Lease Area by a Financing Party, Landlord agrees to permit such Financing Party or its
transferee to exercise any and all rights of Tenant hereunder without Tenant consent, so long as
such Financing Party or its transferee shall tender performance of Tenant's obligations under this
Lease from and after the date of any such foreclosure or exercise of rights. Landlord further
agrees to give each Financing Party sixty(60)days' notice of and the opportunity to cure any
Payment Default by Tenant and one hundred and twenty(120)days' notice of and the
opportunity to cure any Non-payment Default by Tenant hereunder.
(ii) If the Financing Party elects to cure, but cannot remedy a non-monetary default in
i; such one hundred and twenty-day(120)period,then Landlord shall give Financing Party an
!' additional reasonable extension of time to do so, provided that Financing Party continues to
pursue such remedies with reasonable diligence. The commencement and pursuit of a judicial or
i, non judicial foreclosure proceedings-by a Financing Party shall be deemed the commencement
�? of a non-monetary cure.
(iii) In the event that a Default under this Lease is a result of the bankruptcy of Tenant
i; or is otherwise incapable of being cured by a Financing Party or if the Lease is rejected in
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Southold Lease
January , 2021
connection with a bankruptcy proceeding by Tenant, a trustee in a bankruptcy or other such party
to such proceeding on behalf of Tenant,within (10) days after a request from a Financing Party,
which request has been made within thirty(30) days following said Financing Party's receipt of
written notice of such Default or rejection of the Lease in a bankruptcy proceeding,Landlord
i agrees that it will, at Financing Party's sole option, enter into a new lease with a Financing Party
I or its nominee for the remaining portion of the Term, and upon the terms and conditions that
F would have been applicable for such period under this Lease had the Default not occurred, it
being the intention of the parties if a Financing Party so elects,to preserve the Lease and the
benefit of the leasehold estate created by this Lease for the benefit of a Financing Party without
interruption and for no additional consideration from a Financing Party. Any new lease shall be
superior to all rights, liens and interest intervening between the date of this Lease and the
granting of a new lease and shall be freed of any and all rights of Tenant under this Lease.
(c) Landlord shall promptly after a written request by Tenant,execute and deliver to
Tenant(or to such party as Tenant shall designate), a written statement certifying as to(w)
whether this Lease is in full force and effect, (x)the dates through which amounts due to
Landlord have been paid, (y)there are any known defaults or ongoing disputes between
Landlord and Tenant and (z) such other matters as may be reasonably requested by the Tenant.
SECTION 17. RECORDATION.
(a) The Parties agree that this Lease shall not be recorded, but the Parties shall
execute and record a Memorandum of Lease or similar instrument("Memorandum�df-Ldasd"),
attached hereto in Appendix E, and a Notice of Easement("'Notice of.Easdment")in customary
form to evidence the grant of leasehold and easements under this Lease. Recordation of the
Notice of Lease and the Notice of Easement shall be at Tenant's expense.
SECTION 18. DEFAULT AND REMEDIES.
t
(a) If Tenant shall fail to perform any of Tenant's material obligations under this
Lease and such failure shall remain uncured following the required notice and cure periods as
1 provided below(a"Default"),Landlord shall have the right to terminate this Lease by notice to
Tenant and exercise any other remedies provided in this Lease or under applicable law. A
Default maybe either a Payment Default or a Non-Payment Default. A"P�y�t Default' shall
mean the failure to make timely payments of a financial nature as provided herein. Landlord
agrees to simultaneously notify in writing the Tenant and all Financing Parties of Tenant who
have given advance notice of their interest in this Lease to Landlord, of any failure by Tenant to
perform any of the Tenant's obligations under this Lease,which notice shall be sent to the
address set forth herein and as might be subsequently provided to Landlord and shall set forth in
reasonable detail the facts pertaining to such failure and specify a reasonable method of cure.
(b) The Tenant shall have the opportunity to cure any Payment Default within thirty
(30)days of said notice by paying all then overdue payments in full together with interest
i thereon at the rate of one and one-half percent(1'/z%)per month.
(E
C,
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Southold Lease
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I January ,2021
(c) The Tenant and any Financing Party shall have the opportunity to cure any Non-
Payment Default within 90 days of said notice or, in the event that a cure might take longer than
90 days because of the nature of the Non-Payment Default or because of climatic conditions of
the Lease Area,the Tenant or the Financing Party on the Tenant's behalf, shall notify Landlord
of the anticipated date for curing of the Non-Payment Default and shall begin to diligently
undertake the cure within the 90 day period.
(d) if Landlord shall fail to perform any of its obligations hereunder,Tenant may cure
such default and, if Landlord fails to reimburse Tenant the amounts paid by Tenant to effectuate
such cure within ten (l 0)days after demand,Tenant may offset against any amounts owing to
Landlord hereunder any amounts paid by Tenant to cure such non-performance by Landlord
together with interest thereon at the rate of six percent(6%)per annum.In addition, in the event
of a Landlord default,Tenant may exercise any other remedies available under this Lease or
Applicable Law, or in equity, including without limitation the'right to seek specific performance,
injunction or declaratory judgment,without any obligation to post any security.
(e) The Parties acknowledge and agree that Tenant's access to property Yand the
covenants and restrictions contained in this Agreement are,necessary, fundamental, required and
x specifically designed to protect the legitimate business interests of Tenant;(b) such covenants
and restrictions and access to the Property relate to matters that are of a special, unique,and
extraordinary character;and (c)a breach of any such covenants or restrictions will result in
irreparable harm and damages to Tenant that cannot be adequately compensated by a monetary
award.Accordingly,the Parties expressly agree that in the event of an actual or threatened
breach by Landlord of the its obligation, Tenants shal I be entitled to a temporary restraining
order or an injunction(or both)to specifically enforce the provisions of this Agreement. Further,
nothing herein shall be construed as prohibiting compensation to Tenant for such breach or
threatened breach, including(but not necessarily limited to)recovery of damages or reasonable
attorneys' fees.
a
(f) Notwithstanding anything to the contrary herein,neither party shall be liable to
l the other for incidental, consequential, special,punitive or-indirect damages, including but not
limited to loss of use or loss of profit or revenue.
l
' SECTION 19. DECOMMISSIONING. Upon expiration of the Operations Term or
any earlier termination of this,Lease following a Default hereunder by Tenant,Tenant shall
Decommission the Facility within the Decommissioning Period. Tenant shall post an
j; appropriate bond which shall be kept on file with the Southold Town Clerk covering the costs of
removal and remediation throughout the decommissioning process. The provisions of this
Section 19 shall survive any termination of this Agreement.
, i
SECTION 20. FORCE MAJEURE. If performance of this Lease or of any obligation
hereunder is prevented or substantially restricted or interfered with by reason of an event of
li "tdree M'aieurc'(defined below),the affected party, upon giving notice to the other party, shall
be excused from such performance to the extent of and for the duration of such prevention,
restriction or interference."Force Niaieure'means:(i)Acts of God or acts of Providence
�1 € including hurricanes,tornados, floods,washouts, lightning,earthquakes, storm warnings and any
other adverse weather conditions which directly result in a party's inability to perform its
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Southold Lease
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1: . January 11,2021
obligations,(ii)acts of government or any agency, subdivision or instrumentality thereof having,
claiming, or asserting authority or jurisdiction over the subject matter,when any such act of
government directly results in a party's inability to perform its obligations, (iii)acts of civil
disorder including acts of sabotage,acts of war, lockouts, insurrection,riot, mass protests or
i demonstrations,threats of any of the foregoing,and police action in connection with or in
reaction to any such acts of civil disorder,when any such acts of civil disorder directly results in
a party's inability to perform its obligations, and(iv)failures resulting from fires, washouts,
mechanical breakdowns of or necessities for making repairs or alterations to transformers,power
lines, switching equipment, inverters,machinery, cables,meters or any of the equipment therein
or thereon, when any such failure directly results in a Party's inability to perform its obligations.
SECTION 21. NOTICES.
k Notices under this Lease shall be sent to the addresses set forth below:
1
LANDLORD: Town of Southold
i 53095 Route 25
PO Box 1179
„r
Southold,NY 11971
TENANT: SRE Solar Origination 2,LLC
Attn:Legal Department
„i 1515 Wilson Blvd,P Floor
1 Arlington, VA 22209
Email: legal@summitridgeenergy.com
j Notices shall be deemed received if sent by certified mail (return receipt requested),
courier or nationally recognized overnight delivery service'to last known address of the intended
recipient. Notices may also be sent by email for which the sending Party receives a confirmation
that the email message has been completely transmitted without error(of which auto-replies.are
is insufficient). Email messages received on any day that is not a business day,or after 5:00 p.m.
local time on a business day, shall be deemed to have been delivered on the next business day. A
Party may change its address for delivery of notices hereunder by notice given in accordance
with this Section. Failure of the Tenant to notify the Landlord of an address change for it or any
' Financing Party shall excuse the Landlord from complying with any notice obligation herein to
E
such changed addresses,provided however that the Landlord will in no event be excused from
providing notices required herein to all addresses that Landlord has notice of. Notices will be
deemed given upon receipt or upon the failure to accept delivery.
` In the event of a change in ownership,transfer or sale of the Property,within ten (10)
days of such transfer, Landlord will send the documents listed below to Tenant.In the event
I' Tenant does not receive such appropriate documents,Tenant shall not be responsible for any
p
failure to pay the current landlord.
'
i' (a)Old deed to Property
1; (b)New deed to Property
(c)Bill of Sale or Transfer
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January ,2021
' (d)New W-9
(e)•New Payment Direction Form
(f) Full contact information for new Landlord including all phone numbers
SECTION 22. NO PARTNERSHIP.
Landlord does not, in any way or for any purpose,become a partner of Tenant in the
conduct of its business,or otherwise, or joint venturer or a member of a joint enterprise with
Tenant by reason of this Lease.Tenant shall bear sole responsibility for payment of any
commissions or broker's fees to Tenant's agents,brokers or investors.
SECTION 23. MISCELLANEOUS PROVISIONS.
(a) Gaverriiitg Law. This Lease shall be governed by and construed in accordance
with the laws of the State in which the Leased Area is located.
(b) Rales'oflnt;rpreta'tiofi. Section headings are for convenience only and shall not
affect the interpretation of this Agreement. References to sections are, unless the context
otherwise requires,references to sections of this Agreement. The words"hereto", "hereof'and
j "hereunder"shall refer to this Agreement as a whole and not to any particular provision of this
r �
Agreement. The word"person" shall include individuals;partnerships;corporate bodies
(including to corporations, limited partnerships and limited liability companies);non-profit
corporations or associations; governmental bodies and agencies;and regulated utilities. The
{� word"including"shall be deemed to be followed by the words"without limitation".
I'
(c) Entire AAA rreemefittAm nd'indtit. This Lease contains the entire agreement of the
j; Parties and there are no other promises,conditions, understandings or other agreements, whether
i' oral or written,relating to the subject matter of this Lease. This Lease may be modified or
ji amended in writing, if the writing is signed by the Parties.
(d) Severability. If any non-material part of this Lease is held to be unenforceable,
!' x the rest of the Lease will continue in effect. If a material provision is determined to be
j unenforceable and the Party which would have been benefited by the provision does not waive
its unenforceability,then the Parties shall negotiate in good faith to amend the Lease to restore to
j the Party that was the beneficiary of such unenforceable provision the benefits of such provision.
' (e) Waiver. The failure of either Party to enforce any provisions of this Lease shall
not be construed as a•waiver or limitation of that Party's right to subsequently enforce and
' compel strict compliance with every provision of this Lease.
i (f) Bindin "l ffent. The provisions of this Lease shall be binding upon and inure to
j' the benefit of the Parties and their respective heirs, legal representatives, successors and
I permitted assigns.
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(g)' No;Assurance as to Development. The Landlord hereby agrees and acknowledges
that the Tenant makes no representations,warranties,commitments or guarantees of any kind as
to the likelihood of the Tenant successfully developing, financing and/or constructing a Facility
on the Lease Area and the Landlord receiving Rent hereunder. The Landlord makes no
representation,warranties or guarantees of any kind as to the suitability of the site for Tenant's
intended use.
1
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(h) Cooperation. The Parties acknowledge that the performance of each Party's
obligations under this Lease may often require the assistance and cooperation of the other Party.
Each Party therefore agrees, in addition to those provisions in this Lease specifically providing
for assistance from one Party to the other,that it will at all times during the Term cooperate with
the other Party.
(i) Business Days. Any payment or other obligation which is due to be performed on
or before a day which is not a business day in the state in which the Leased Area is located shall
be paid on the next succeeding business day.
(j) Mechanics diens. Tenant will not permit any mechanic's lien or liens to be placed
upon the Property or any building or improvement thereon during the term hereof for work done on
behalf of Tenant and in case of the filing of such lien Tenant will promptly pay same or post a bond
to remove such lien from the land records. Pf default in payment thereof shall continue for thirty(30)
days after written notice thereof from Landlord to the Tenant,the Landlord shall have the right and
privilege at Landlord's option of paying the same or any portion thereof without inquiry as to the
s validity thereof,and any amounts so paid,including expenses and interest,shall be so much additional
1 indebtedness hereunder due from Tenant to Landlord and shall be repaid to Landlord immediately on
rendition of bill therefor.
(k) No Merger. There shall be no merger of the lease and any other estate of interest in
i; the Property,whether owned by the Tenant or anyone else.
(l) Waiver of Landlord's Liens.Landlord waives any and all lien rights it may have,
statutory or otherwise,concerning the facility or any portion thereof.The solar-powered electric
generation facility equipment and improvements shall be deemed personal property for purposes
1 of this Lease,regardless of whether any portion is deemed real or personal property under
applicable law,and Landlord consents to Tenant's right to remove all or any portion of the
i
facility from time to time in Tenant's sole discretion and without Landlord's consent.
y (m) ;CounMarts. This Lease may be executed in counterparts,which shall together
i constitute one and the same agreement. Facsimile signatures shall have the same effect as
original signatures and each Party consents to the admission in evidence of a facsimile or
photocopy of this Lease in any court or arbitration proceedings between the Parties.
i �
f'! [The remainder of this page has been intentionally left blank.
I; 1 Signatures appear on next page]
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Southold Lease
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IN WITNESS WHEREOF,this Lease is entered into by the Parties as of the Effective
Date.
LANDLORD TENANT
Town of South SRE Solar'Ocigindiiori 2, LLC
By: By:
Name: �6 ofif Name: Stephen J'Raeder I1
Title: �.. ss�� Title: Chief Executive Officer
Date: 9/z/ Date: January 11,2021
APPROVIED"",
Signature Page
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January ,2021
GLOSSARY OF TERMS
i
As used herein,the following terms shall have the meanings set forth beside them:
-Ago]icable Law"means any constitutional provision, law, statute, rule, regulation, ordinance,
treaty, order,decree,judgment,decision, certificate,holding injunction, registration, license,
franchise,permit,authorization,or guideline issued by a Governmental Authority that is
applicable to a Party to this Agreement or the transaction described herein.
"Gorrrtriercia[tOpeiation"shall occur for the Facility when (i)Tenant has obtained all necessary
licenses, permits and approvals under Applicable Law for the installation and operation of the
Facility, (ii)the Facility has been connected to the local electricity distribution system, (iii)the
Facility is ready and able to generate and supply electricity,and (v) if applicable and to the
extent required,the local electric distribution company has approved interconnection with the
electricity distribution system to allow regular operation of the Facility.
"Commercidl Operation Date"means the date,to be designated in accordance with Section 6(b),
hereof,that the Facility shall have achieved Commercial Operation.
"Decommission"or"Decommissionin ': means performance of the activities described in
Section 5(c).
".D"ecornniisgiohiri Period" is defined in Section 4(a)(iii).
"17efaulfi" is defined in Section 18(a).
"DevelopriientPeriod"is defined in Section 4(a)(i).
".Easement(s)"shall mean those portions of the Property as described in Section 3,which
boundaries Tenant shall determine during the Development Period by means of a survey as
specified in Apiiend (C: Such survey shall be an amendment to the Lease, and the Easement(s)
shall then mean the areas as set forth in such amendment,to be detailed in Appendik G.
"Environmental Attributes" means renewable energy certificates, carbon trading credits,
emissions reductions credits, emissions allowances,green tags,Green-e certifications,or other
entitlements, certificates,products, or valuations attributed to the Facility and its displacement of
conventional energy generation, or any other entitlement(other than Tax Attributes)pursuant to
any federal, state, or local program applicable to renewable energy sources,whether legislative
or regulatory in origin, as amended from time to time.
',Existing,Eneumbratnces"mean those interests in the Property set forth in Appeiidix,,D attached
hereto.
"Facili "means the solar powered electric generating facility and accompanying energy storage
and distribution system with an anticipated generating capacity of approximately of up to six(6)
megawatts DC and all related equipment and structures, including inverters,transformers and
facilities for interconnection with the local electricity distribution company,to be installed by
Tenant on the Lease Area in accordance with this Lease.
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January ti,2021
'Financing,Pa is defined in Section 16(a).
"Force MAieure' is defined in Section 20.
".Governmenla.l'Authority'means any international,national,federal, state, municipal, county,
regional or local government,administrative,judicial or regulatory entity,and includes any
department, commission, bureau, board, administrative agency or regulatory body of any
government.
"Lease Area"means the Property, until further described as follows: During the Development
Period,Tenant shall determine the portion of the Property needed for Tenant's use under this
Lease by means of a survey as specified in ApVbndix,B and such area(s) shall determine the
Lease Area boundary. Such survey shall be an amendment to the Lease as Appendix-B.and the
Lease Area shall then mean the areas as set forth in such amendment. -
"Losses"means any and all losses, liabilities,claims, demands, suits,causes of action,
judgments, awards,damages,cleanup and remedial obligations, interest, fines, fees,penalties,
costs, and expenses(including all attorney's fees and other costs and expenses incurred in
defending any such claims or matters or in asserting or enforcing any indemnity obligation).
Nod,;pavmerit Default"is defined in Section 18(a).
"Noel,ce:OrLease';' is defined in Section 17(a).
"Operating.'Year"means a twelve-month period commencing on an anniversary of the
Commercial Operation Date(or with respect to the first Operating Year, commencing on the
Y Commercial Operation Date)and ending on the date immediately preceding the next anniversary
of the Commercial Operation Date.
"Operations,Period" is defined in Section 4(a)(ii)..
"Parties"means Landlord and Tenant and "PAM�"means either Landlord or Tenant.
"Ptwment:Defaulf is defined in Section 18(a).
"Permittedthatrnbran•ces°'mean the Existing Encumbrances and any additional mortgages
granted by Landlord in accordance with Section 10(b)hereof.
"Permitted Os e" means the use of the Lease Area for the development, installation, construction,
interconnection,maintenance, operation,repair,replacement and decommissioning of the Facility
and energy storage device(s) and for the production, delivery and sale of electricity produced by
the Facility and associated Environmental Attributes.
"Prope " means the real property described in Appendix A attached hereto,which includes the
Lease Area and the Easement Parcels.
"Rent"means the payments to be made in accordance with Section 8 hereof.
A2
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January=1 ,2021
"TAR Attributes"means investment tax credits(including any grants or payments in Iieu thereof)
and any tax deductions or other benefits under the Internal Revenue Code or applicable federal,
state, or local law available as a result of the ownership and/or operation of the Facility or the
output generated by the Facility(including,without limitation,tax credits(including any grants
or payments in lieu thereof)and accelerated and/or bonus depreciation).
"Term"shall mean all of the Development Period,the Operations Period,and the
Decommissioning Period,as such periods are described in Section 4.
"Town owned Property"!shall mean properties owned by The Town of Southold and any
assoaiated.municipal entities.,
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APPENDIX A
PROPERTY DESCRIPTION
The 60 acre parcel located at 6155 Cox Lane,Cutchogue,NY, as highlighted below.,
,
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January L_L ,2021
APPENDIX B
LEASE AREA
The 60 acre parcel located at 6155 Cox Lane in Cutchogue,NY,as highlighted below:,
Parcel ID Number: 1000096000100017005
Q 51 COX1N,CUTGHOOUE,N X Q'
STRUT
,g+< ,reirnniaariioOovmOG�
rm
STK 10A
Ai GWDt. ,_ V,<
OWtKiNANE rv�W �1�`
Notes:
1. This Exhibit may be replaced by a land survey and/or construction drawings of the
' Lease Area once received by the Tenant.
2. Any setback of the Lease Area from the Property's boundaries shall be the distance
required by the applicable governmental authorities.
3. Width of access road shall be the width required by the applicable governmental
authorities.
4. Any type,'number,mounting positions,and locations of equipment are illustrative
only. Actual types,number,mounting positions,and locations of equipment may
vary from what is shown above.
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January ,2021
APPENDIX C
EASEMENT PARCELS
[To be populated by Summit Ridge if needed]
Notes•
1. This Exhibit may be replaced by a land survey and/or construction drawings of the
Easement Parcels once received by the Tenant.
2. Any location of the easement improvements,signage, gates, boundaries, or access to
public rights of way shall be the distance required by the applicable governmental
authorities.
3. Width of access road shall be the width required by the applicable governmental
authorities.
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APPENDIX D
EXISTING ENCUMBRANCES
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EXHIBIT E
, x
f
MEMORANDUM OF LEASE
3
IICOUNTY
This Document Prepared By:
Robert C.Gates
KAVANAGH,
SCULLY, A
SUDOWx
WHITE
FREDERICK,P.C.
Attorneys&Counselors at Law
301 S.W.ADAMS STREET
SUITE 700
PEORIA,IL 61602
(309)676-1381
1
1 Mail to:
Robert C.Gates
do Kavanagh et.al.
301 S.W.ADAMS STREET
SUITE 700
PEORIA,IL 61602
i
File Noir
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MEMORANDUM OF LEASE
AND EASEMENTS
This Memorandum of Lease is entered into on this_day of r
2020 by and between The Town of Southold,having a mailing address of 53095 Route 25,PO
Box U 79, Southold,NY 11971 (hereinafter referred to as"Landlord")and SIZE Solar
Origination 2,LLC,a Delaware limited liability company,having a mailing address of 1515
Wilson Blvd, Suite 300,Arlington, VA 22209(hereinafter referred to as"Tenant").
1. Landlord and Tenant entered into a certain Ground Lease("Lease")on the_day of
September,for the purpose of installing,operating and maintaining a solar-powered electric
generation facility("Generation Facility")and easements for access and servicing the facility.
All of the foregoing are set forth in the Lease.
2. The Lease includes a Development Period effective from the date of the Lease and for
550 days with options to extend the Development Period. The initial lease term will be twenty
years commencing on the effective date of written notification by Tenant to Landlord of the start
of the Operations Period Commencement Date,with two successive five year options to renew,
and then a Decommissioning Period of up to 180 days.
I ,
3. The portion of the land within which the Lease Area where the Generation Facility
and the supporting easements will be located is described in Exhibit 1 annexed hereto.
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4. This Memorandum of Lease and Easements is not intended to amend or modify,and
shall not be deemed or construed as amending or modifying,any of the terms, conditions or
provisions of the Lease,all of which are hereby ratified and affirmed. In the event of a conflict
between the provisions of this Memorandum and the provisions of the Lease,the provisions of
the Lease shall control. The Lease shall be binding upon and inure to the benefit of the parties
and their respective heirs, successors,and assigns, subject to the provisions of the Lease.
SRE Solar Origination 2,LLC,a Delaware
limited liability company
1
13y: �--�''
Its:Manager
1
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TENANT ACKNOWLEDGMENT
STATE OF VIRGINIA )
ss:
COUNTY OF ARLINGTON )
On th;�-ay-of ,f2020,before me personally appeared
. -'. grid acknowledged under oath that he/she is a duly
adth9eizedAlaAger of SRE Solar Origination 2,LLC,a Delaware limited liability company,the
limited liability company named in the attached instrument,and as such was authorized to execute this
instrument on behalf of the limited liability company.
` r��i�ttstioi►��y r` -Not", Public:`,
��•� l:!`R
P��ti�,,r.•r•...,��q�6i,��I My Commission Expi_ , `?
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January ,2021
` LANDLORD ACKNOWLEDGMENT
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STATE OF NEW YORK
ss:
COUNTY OF SUFFOLK )
On the it q day of 1 Q _____ ,244,before me personally appeared
6 C�o .
��� ,'and acknowledged under oath that he she is a duly
authorized Manager of 'IY�1.�� p (� yl the limited liability
company named in the attached instrument,and as such was authorized to execute this instrument on
behalf of the limited liability company.
Notary ublic: 0 ,
My Commission Expires: ulla..
LAUREN M. STANDISH
Notary Public-State of New York
No.01 ST6164008
1 Qualified in Suffolk County
Commission Expires April 9,2023
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EXHIBIT 1
DESCRIPTION OF THE PROPERTY
The 60 acre parcel located at 6155 Cox Lane in Cutchogue,NY,as highlighted below.
i
Parcel ID Number: 1000096000100017005
.MM SC�cr ream ry h•SS CGX.�
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j k ry>
V F[
' ,. iaw� 100W95071SEt�iDt# �p
g k
, � � axaEs•+a�eze
BEET
�' S'REFF'SFE t � •
� ✓Rv S"KE%TtlA y
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APPENDIX F
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SUMMIT RIDGE
`
ENERGY
Lane,Solar and Battery Storage Proposal for
Town of Southold Landfill at
6155 Cox
Cutchogue, NY
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Will Fischer
Vice President
July 17, 2020
100 Church Street, Suite 800 e New York, NY 10007 www.srenergy.com
SUMMIT RIDGE
ENERG`!
July 17, 20210
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To Whom It May Concern:
Summit Ridge Energy (Summit Ridge) is pleased to provide the enclosed proposal to lease the
Town of Southold's landfill (the Landfill) on Cox Lane for the construction of a ballasted solar
photovoltaic system coupled with battery energy storage.
The Summit Ridge management team is comprised of industry leaders with years of experience
developing off-site solar projects across the U.S. Summit Ridge launched in June 2017; in June
2019, we announced Summit Ridge Capital, our exclusive, joint venture partnership with
Hannon Armstrong Sustainable Infrastructure (NYSE: HAST) to provide equity for our
community solar pipeline. We believe our partnership with Hannon Armstrong, familiarity with
community solar and experience in the New York market makes us uniquely positioned to
transform the Southold landfill into a revenue-producing asset for the Town of Southold.
Summit Ridge Energy met with Bob Ghosio in early 2020 and provided an unsolicited offer to
lease the Landfill. Since that time, PSEG-LI has significantly bolstered its incentives for solar
built through the Community Distributed Generation (CDG)program which has allowed SRE to
significantly increase its offer. In addition, the SRE team has been busy working with other
property owners on the North Fork to lease their land for battery storage, with a signed lease
with a property owner on Route 25 in Greenport Village. SRE is working to stabilize and de-
stress the power grid during peak power usage season by siting in the areas of highest need
in and around commercial and industrial zones.
Thank you for your time and consideration of this proposal, we look forward to negotiating the
lease agreement and pushing the project development forward. Please don't hesitate to reach
out at any time, we are happy to provide additional references upon request.
Sincerely,
Will Fischer
Vice President
wfischer@srenergy.com
646-979-7066
2
SUMMIT RIDGE
TABLE OF ""'ONTENTS
SUMMIT RIDGE ENERGY OVERVIEW...................................................................................4
CompanyProfile...............................................................................................................................4
LandfillExperience...........................................................................................................................4
ProjectReferences...........................................................................................................................6
PROJECTMANAGEMENT.................................................................................................... 10
Development...................................................................................................................................10
Engineering.....................................................................................................................................10
Interconnection, Permitting &Other Third-Party Approvals......................................................11
Procurement& Construction.........................................................................................................13
Commissioning...............................................................................................................................14
Operations &Maintenance............................................................................................................15
PROJECTPROPOSAL.......................................................................................................... 16
LeaseOffer.....................................................................................................................................16
SolarSystem Design .....................................................................................................................19
StorageSystem Design.................................................................................................................20
Exhibit A: PSEG-LI Interconnection Pre-Application Results..........................................22
Exhibit B: Forms of Site Lease Agreement..........................................................................23
Exhibit C: PVWatts Simulation Results..............................................................................24
Exhibit D: Bidder Attestation...............................................................................................25
Exhibit E: Conceptual Site Plan...........................................................................................26
3
SUMMIT RIDGE
ENERGY
SUMMIT RIDGE ENkRGY OVERVIEW
Company Profile
Summit Ridge Energy (SRE)was founded in June 2017 and is comprised of industry leaders
with decades of collective experience developing onsite and offsite solar projects with top
market-share positions in New York, Massachusetts, New Jersey, and Maryland. Previous
customers include the Fall River Housing Authority, Tufts University, Bristol Community
College, the City of New Bedford, Town of Webster, City of Brockton, MIT Lincoln
Laboratories, Wal-Mart, Anheuser-Busch InBev, Praxair, Bloomberg, and Columbia University.
The mission at SRE since day-one, however, has been different: to offer the benefits of solar
power to the ratepayer—to the people. As such, SRE has developed financing capabilities
uniquely suited to community solar. SRE is a community solar pioneer, having financed one of
the first community solar projects in the country with 100% residential subscribers.
In June 2019, SRE announced an exclusive,joint venture partnership with Hannon Armstrong
Sustainable Infrastructure (NYSE:HASI)to finance its community solar pipeline. Hannon
Armstrong is a leading capital and services provider focused on sustainable infrastructure
markets that address climate change with approximately$5.5 billion of managed assets. Since
its IPO in 2013, Hannon Armstrong has financed approximately $6 billion in energy efficiency
and renewable energy transactions driven by its extensive in-depth knowledge of the solar and
energy services industries, project and structured finance and the management of portfolios of
numerous power projects.
Landfill Experience
The SRE team has extensive experience developing solar atop former landfills, in some cases
with Summit Ridge Energy and in other cases, with former employers. Below is a sample of
these projects, which demonstrate a deep understanding of the engineering, development and
financing considerations unique to landfills.
i.
INS==
I System
1.8 MW IS MW 2.7 MW 4.7 MW 6.6 MVV
System Ground Ground Ground Ground Ground
mount, mount, mount, mount, mount, pile-
Type ballasted ballasted ballasted ballasted driven
Location New!Ii; Wgbsteri,,MA Pembroke, Brockton, MA 'Fort
4
SUMMIT ROGIF
ENERGY
7 -MA-' MAWashin€tp
MDRemediated m
Landfill EPA Municipal Municipal Municipal Construction
Type Superfund Solid Waste Solid Waste Solid Waste &Demolition
Site
Year 2015 - 2015 2017 2017 201=9
Completed
Table 1. SIRE Team's Landfill Experience
Active Markets
SIRE is a community solar pioneer, having financed one of the first community solar projects in
the country with 100% residential subscribers. It is an active developer and financier in the New
York Community Distributed Generation (CDG) program and is the leading developer/financier
of community solar projects in Illinois through the Illinois Power Agency's Adjustable Block
Program. Below is an overview of the markets in which it currently operates.
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Figure 1: SRE's active community solar markets
5
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SUMMIT RIDGE
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Project References
Summit Ridge Energy has established itself as a leader in community solar, and several other
solar markets nationwide, within its first three years of operation. Below is a list of references
to demonstrate SRE's ability to execute on projects and drive value for its development
partners and clients.
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PROJECT MANAOEMENT
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Summit Ridge's "best in class" experience spans the full development lifecycle including
origination, contracting, due diligence, permitting, financing and construction management.
The team has experience with rooftop, carport and ground-mounted solar projects. In its first
three years of operation, SRE has closed on or constructed over 100 MWdc of solar
photovoltaic projects.
Development
Following stated interest from a property owner, SRE will initiate negotiation of a land lease.
SRE's project development team will conduct due diligence to fully assess site conditions,
which will dictate the engineering plans and requirements, and ultimately the final project
design. Meanwhile, project management staff will develop a list of required permits and
approvals, as well as a final project schedule that the property owner will approve. Summit
Ridge is actively developing battery storage projects around Long Island, including in Southold
and adjacent jurisdictions.
Engineering
Once due diligence is complete,SRE will develop detailed engineering design documents for the
projects. The final design for each project will adhere to all federal, state, and local codes, and
facility requirements. A third-party engineer will perform quality assurance and verify all project
designs. SRE will ensure that the system meets these codes and certifications:
• Local codes, zoning laws, and all local authorities having jurisdiction
• Local utility's technical requirements for interconnection with solar energy systems
• All applicable Renewable Energy-specific standards set forth by the Solar America
Board for Codes and Standards
• IEEE 1547: "Standard for Interconnecting Distributed Resources with Electric Power"
• IEEE 519: "Recommended Practices and Requirements for Harmonic Control in Electric
Power Systems"
• IEC- 21561
UL-1741: "Inverters, Converters, and Interconnection System Equipment for Use with
Distributed Energy Resources" including but not limited to:
o Over and under voltage trip points and times
o Over and under frequency trip points and time
o Total harmonic distortion control IEEE 519
10
SUMMIT RIDGE
EN IRGY
o Anti-islanding protecIion
o DC ground-fault detection and interruption ,
• UL-1703: "Flat-Plate Photovoltaic Modules and Panels'
• All products shall be UL listed or certified by other Nationally Recognized Testing
Laboratory(NRTL)whenever possible.
• NFPA 70: National Electrical Code 2011
o Article 690, Solar Electric Systems
o Article 705, Interconnected Electrical Power Production Sources
• ANSI C12.1: "Code for Electricity Metering"
• FCC Electromagnetic Interference Part 15 A& B
• DC system grounding to comply with NEC 2011, article 690 (C)
• Any additional requirements of PSEG-LI
Where required, designs will be "stamped" by a third-party professional engineer, who will be
licensed in NY. Once the design is stamped, permits and interconnection applications will be
submitted. SRE anticipates having to complete structural drawings and electrical three-line
drawings for the system, both stamped by a NY-licensed Professional Engineer, in addition to
a site plan and stormwater management plan.
Balance of system components shall include combiner boxes, DC disconnect and AC
disconnect switches. All shall be heavy duty, UL listed and housed in a NEMA-rated enclosure
as required by the installation hardware. SRE shall, use appropriate signage, including
laminated diagrams including AC and DC disconnect locations and electrical one-line diagrams
of the system; these signs shall be mounted in appropriate and visible locations. Each DC
disconnect shall be labeled with label material described above for operating DC current(Imp),
system operating DC voltage (Vmp), maximum string DC voltage (Voc), and maximum system
DC current (Isc). The system interconnection point shall be labeled as such indicating the
system AC voltage, current, and the array rating in Watts DC and Watts AC.
Interconnection, Permitting & Other Third-Party Approvals
SRE will submit applications and obtain all necessary third-party approvals prior to constructing
the system, at its expense. This is included but not limited to utility interconnection and all
permits required by local authorities having jurisdiction. Timing of these approval is vital to
maintaining the project schedule. SRE has extensive experience permitting in New York,
including navigating the State Environmental Quality Review(SEQR)process and has engaged
local firms to best facilitate the discretionary permit process.
II 11
SUMMIT RIDGE
ENERGY
SRE will provide, at a minimum, the follow ng to the AHJs: f
• Manufacturer's data sheets on all products being used including storage and handling
requirements and recommendations, and installation methods and manuals.
• Manufacturer-detailed testing and commissioning procedures.
• Full Site Plan and Design Drawings with the exact locations of all installed hardware
o Electrical designs featuring wiring diagrams for photovoltaic array and
interconnecting hardware.
o Structural designs detailing exact position of all equipment used for structural
support of any system components
As of today, the Town of Southold's zoning ordinances do not allow for battery energy storage
systems. Thus, in order for the project to proceed following award, SRE would look to the
Planning Board to grant a special exception to code or draft a zoning law amendment that would
allow for the construction of the battery energy storage system. SRE has assisted nearby
jurisdictions with similar processes and would be happy to help here as well.
Below is an indicative project development schedule for the landfill project. The likely durations
of each item are shown in parentheses. SRE expects to be able to issue Notice to Proceed and
move to begin construction in 2021 as long as the site lease can be signed in a reasonable
timeframe after the results of the RFP are announced.
• September 2020 - Environmental Due Diligence and Interconnection Application
0 USFWS, SHPO, USACE Consultation
o Wetland Delineation (2 weeks)
o Solar Glare Hazard Analysis (1 day)
o Phase 1 Environmental Suitability Assessment (2 weeks)
o Boundary and Topographic Survey (2 weeks)
• November 2020 — NY Department of Environmental Conservation (DEC) Use
Modification Request(2 months)
• November 2020 — Town of Southold Zoning Application and State Environmental
Quality Review Application (4 months)
February 2021 - DEC Post Closure Management Application (2 months)
SRE will manage the interconnection process with Public Service Enterprise Group — Long
Island (PSEG-LI)following its Standard Interconnection Requirements (SIR). SRE has already
12
SUMMIT RIDGE
F NERGY
submitted an interconnection pre-application with ITSEG-LI and received the results, which are
favorable for interconnecting the proposed solar and storage system. These results are
attached to this bid as Exhibit A.
Once the lease is executed, SRE will submit a formal interconnection application to PSEG-LI
to begin the interconnection review process. SRE would except to receive preliminary results
indicating the need for a Coordinated Electrical System Impact Review (CESIR) and would
subsequently pay PSEG-LI to begin that study, which takes as long as 60 business days. Once
in hand, the CESIR would include the interconnection cost for the system —this would confirm
the viability of the project. From that point, SRE would cut the check and place a 25% deposit,
which would retain the project's interconnection position and indicate to PSEG-LI that it intends
to proceed with development. SRE has assumed that PSEG-LI would charge $0.10IWdc to
interconnect the system to the grid.
Procurement & Construction
In engineering, developing, and constructing these projects, SRE will rely heavily on decades
of combined experience gained by its staff in the industry, and the experience of its network of
contractors. SRE will contract with a well-qualified Engineering, Procurement, and Construction
(EPC) partner, who will construct the system. As the developer, SRE will manage the EPC
throughout the construction process, ensuring that the project schedule is adhered to daily.
SRE will procure major equipment via turnkey EPC agreements with its local EPC partner. SRE
is largely agnostic as to equipment manufacturers. If the equipment meets investor's technical
specifications, SRE will work with its EPC partners to choose the most appropriate solution
based on long-term performance, financial strength, quality of warranty, and economics to
support the project.
SRE's contractors will pay prevailing wages to their employees and follow OSHA regulations,
including but not limited standard 1926 Safety and Health Regulations for Construction.All work
shall be performed by skilled workers regularly engaged and specializing in the installation of
the Systems. SRE shall employ at least one North American Board of Certified Energy
Practitioners (NABCEP) Certified Photovoltaic Installer to supervise the installation.
SRE will take special care during installation to ensure that the installed system does not
prevent operation and maintenance of the cap, including gas venting and storm water runoff
into collection basins via swales. Summit Ridge proposes installing a ballasted solar array, in
which the solar panels are attached to metal racking that is anchored using ballast blocks,
rather than steel piles, in order to maintain the integrity of the landfill cap and not disturb the
existing drainage, venting and monitoring systems on site. Conduit runs, combiner boxes and
other connections made atop the cap will be installed with protective membrane to ensure that
13
SUMMIT RIDGE
ENERGY
there is cushion. Our installers will use care when staging rnd installing equipment to prevent
any"st9cking"of equipment, or exceed any weight limits, that could potentially harm the landfill
cap or damage the existing slope of the site.
Commissioning
When construction of the system is complete, commissioning of projects will be performed by
multiple parties during the course of any given project, first by the EPC of record in most cases.
Third-party commissioning services will, in some cases, be performed by the designated O&M
("Operations & Maintenance") contractor foreach project. In either event, SRE will vet the
qualifications of the commissioning firm and ensure that they adhere to industry standard. SRE
finds alignment in having the designated O&M perform the third-party commissioning, as it also
helps enable the handover process from EPC to O&M. This keeps the onus of quality on the
EPC contractor while giving the O&M contractor an opportunity to adopt the asset in a manner
that creates long-term buy-in.
In any case, SRE will conduct an in-depth inspection to ensure that the system is installed in a
workmanlike manner and consistent with industry practice, applicable codes and standards and
operation requirements. SRE shall maintain a photo-record of the installation and major
components, including modules, inverters, transformers and combiners. Photos will show
connections within all installed enclosures. Tests shall include, but not be limited to,
• Test each system string for Voc and Isc under good, clear weather conditions and follow
the manufacturer's instructions when conducting tests
• Grounding: Resistance between ground connection and accessible conductive part
should be less than 0.1 Ohm, tested with 25 A current.
• Test each array for resistance to ground with a mega Ohm meter. An array with an
insulation resistance which is below 1 mega Ohm at 500 VDC will be considered
defective and the condition shall be corrected before conducting inverter operational
tests.
• Inverter operational tests
The Commissioning Team shall consist of representatives from the following parties involved
in the design and construction of the system: Facility Manager or representative, Contractor
representative, Client representative and Client's engineer
SRE shall provide an operation and maintenance manual for the system to the Town of
Southold, which shall include:
• All electrical, structural, and other as-built plans developed for the project, including
originals of those stamped by Professional Engineers
14
SUMMIT RIDGE
ENIERGY
• Copies o the required submittals
p
• All rodIt cut sheets
• A plan for ongoing maintenance of the system in order to achieve a minimum 25 year
design life including recommended procedures to on-site staff, recommendations on the
frequency of regular system checkups, and what should be included in such check-ups
• Troubleshooting procedures
• Emergency shut-down procedures
• A copy of all start-up tests described herein
• A copy of the photo record described herein
• A copy of the written acceptance letter from Town of Southold
• Written PSEG-LI approval of the system
• Product warranties for all system components
• SRE and installer contact information.
Operations & Maintenance
Once the system is operational, Summit Ridge Energy will operate and maintain the system. It
will retain a third-party O&M provider to continuously monitor operating systems through online
data acquisition systems using automated notifications software. SRE will coordinate all onsite
diagnostics and maintenance with local maintenance providers or supporting contractors as
needed.
SRE shall make regularly scheduled maintenance visits to the site at least twice per year to
carry out all manufacturer-recommended maintenance and prudent industry practices to keep
the system fully functioning. Specifically, SRE will ensure that no damage to the landfill, landfill
membrane, landfill equipment, erosion of topsoil, or other possible issues are caused by the
system's installation. O&M services will exceed that which is required to meet the warranty
requirements for the system.
SRE will maintain a single general-purpose email address and phone number that property
owners and customers can use to directly contact the company for support and emergencies.
SRE will ensure that all system components are warrantied for their life spans. System
components will carry a minimum twenty-five (25) year warranty, with the exception of the
inverter which has a ten (10) year warranty and will be replaced every ten years. SRE will
ensure that the HVAC systems for the battery storage system are maintained and assumes
that a full replacement of the HVAC components will happen in year 10.
15
SUMMIT RIDGE
ENERGY
PROJECT PRO�,OSAL
To maximize value for the Town of Southold, Summit Ridge recommends a ground lease that
allows it to develop a community solar project paired with battery storage at the Southold
Landfill. Summit Ridge would develop, build, own and maintain a solar array, with a DC-
coupled battery system, that would be interconnected directly to Public Service Enterprise
Group—Long Island's (PSEG-LI) utility network. The exported electricity would generate bill
credits which would then be sold to households on Long Island through New York's community
distributed generation (CDG) program, including the residents of Southold and neighboring
jurisdictions. Unlike participation in the feed-in-tariff(FIT) programs run by PSEG-LI which is
run as a reverse auction, with winners and losers, the CDG program in NY is an open program
and there is no risk to the Town of Southold.
SRE offers to post a performance bond to cover its obligations hereunder, as shown in Exhibit
D.
Lease Offer
SRE offers the Town of Southold monthly lease payments for acres occupied by the solar
array and battery storage system. This lease term is 25 years with two 5-year extensions at
lessee's unilateral election. At the end of the second extension term, the Town of Southold has
the option to further extend the lease or, at the Town's direction, remove and decommission
the system. SRE will hold insurance throughout the entire lease term, inclusive of any
extensions.
This lease arrangement is common in many of the markets in which Summit Ridge operates
and would be zero cost to the Town of Southold. Following execution, Summit Ridge would
pay$8,000 per year for a 24-month option period to allow for interconnection and development
i3 work; once the project is ready for construction, Summit Ridge would exercise the lease and
begin making lease payments until the end of the term.
In assembling its offer, SRE has assumed that the Town of Southold would agree to abate
personal and real property taxes for the solar and storage system through the execution of a
minimum 15-year payment in lieu of taxes (PILOT) agreement. This allows SRE to maximize
its lease rate offer, rather than have to balance payments to the town between the lease
payments and any tax payments.
SRE has attached a form of its site lease agreement, attached to this proposal as Exhibit B.
Below is its offer for the lease rate for the combined solar+storage system.
i�
16
SUMMIT RIDGE
ENERGY
Land Lease Rate $335,000 /year
r
Annual Escalator 1.5%
Lease Term 25 years with two 5-year
extensions
35-Year Cumulative Lease
$15,273,349
Revenue
Table 2. Lease Terms
17
SUMMIT RIDGE
ENERGY
1 $335,000 $335,000
2 $340,025 $675,025
3 $345,125 $1,020,150
4 $350,302 $1,370,453
5 $355,557 $1,726,009
6 $360,890 $2,086,900
7 $366,303 $2,453,203
8 $371,798 $2,825,001
9 $377,375 $3,202,376
10 $383,036 $3,585,412
11 $388,781 $3,974,193
12 $394,613 $4,368,806
13 $400,532 $4,769,338
14 $406,540 $5,175,878
15 $412,638 $5,588,516
16 $418,828 $6,007,344
17 $425,110 $6,432,454
18 $431,487 $6,863,941
19 $437,959 $7,301,900
20 $444,528 $7,746,428
21 $451,196 $8,197,625
22 $457,964 $8,655,589
23 $464,834 $9,120,423
24 $471,806 $9,592,229
25 $478,883 $10,071,113
26 $486,067 $10,557,180
27 $493,358 $11,050,537
28 $500,758 $11,551,295
29 $508,269 $12,059,565
30 $515,893 $12,575,458
31 $523,632 $13,099,090
32 $531,486 $13,630,576
33 $539,459 $14,170,035
34 $547,551 $14,717,586
35 $555,764 `-$15,273,349
Table 3; Lease revenge projection based on proposed system size
18
SUMMIT FRIDGE
ENi-RGY
Solar System Design
Summit Ridge proposes installing a ballasted solar array covering 21 acres atop the landfill
cap. The ballasted design, in which the solar panels are attached to metal racking that is
anchored using ballast blocks, rather than steel piles, maintains the integrity of the landfill cap
and without disturbing the existing drainage, venting and monitoring systems on site. SRE will
consider RBI, Schletter, and Solar FiexRack in its designs. Conduit runs, combiner boxes and
other connections made atop the cap will be installed with protective membrane to ensure that
there is cushion. Our installers will use care when staging and installing equipment to prevent
any stacking of equipment, or exceed any weight limits, that could potentially harm the landfill
cap or damage the existing slope of the site.
SRE performed a slope analysis of the property based on publicly available GIS data, shown
below. Additionally, SRE reached out to Christopher F. Dwyer of L.K. McLean Associates,
P.C., who provided SRE with site-specific topology information. SRE will likely not site panels
in areas where the slope is in excess of 10%, or, alternatively, SRE will work with its racking
vendor to shorten the tables for those arrays in order to accommodate the site topology. SRE
is not proposing to site solar panels where the site topology cannot accommodate them.
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Figure 2 Slope Analysis
19
SUMMIT RIDGE
ENERGY
SIRE �roposes to install 420 Watt bifacial modules that poduce electricity on both sides of the
panel'. The rows of panels will be spaced roughly 14 fee apart, resulting in a.rough coverage
ratio of 48%. Modules will be tilted 25 degrees in order to maximize production.
SIRE proposes to locate its solar equipment atop the landfill and run conduit to equipment
located off-cap in the area labeled "Battery Storage System" on the site plan. The total space
required here for the inverter, transformer, switchgear and battery system will not exceed
3,000 square feet.
Storage System Design
SIRE is an active developer and financier of battery storage projects in the northeast, with a
portfolio of development assets totaling 120 MWh in NY and 150 MWh in MA. Given the state's
commitment to deploying battery storage to better balance the grid and optimize performance
of wind and solar, SIRE proposes to site a 1 MW, 4 hour or 4 MWh DC-coupled battery at the
Landfill.
This DC-coupled battery storage system will "firm"the output of the solar array, capturing
production that would have otherwise been lost to clipping and augmenting the solar array's
output to maximize production during the grid's peak summer hours. This will maximize the
system's benefit to the power grid by focusing exported electricity during hours that the grid is
most stressed, reducing the need for new ratepayer-funded grid infrastructure improvements.
In order to take advantage of the federal investment tax credit, the battery system will charge
no less than 75% from the solar array's output— but SIRE plans to have it charge 100% from
the solar array output.
SIRE plans to take advantage of the NYSERDA incentive for battery energy storage systems
on Long Island. Currently, that incentive stands at$250/kWh. SIRE can reserve incentives
once it has received permits to build the system, completed the SEQRA process and paid its
25% interconnection deposit to the utility.
Below is our proposed system size based on a preliminary design. SIRE is confident that it can
achieve this system capacity, given the information accessible to it at the time of this bid.
System Type Fixed Tilt, Ballasted racking
DC-coupled battery storage
Solar System Size DC 4,857
Solar System Size AC 3,500
II 20
SUMMIT RIDGF
ENERGY
Storage System Size 4 MWh
Solar Panel Size and Type 420 W
Bifacial modules
Table 4: System Design
SRE has included a full site plan below as well as in Exhibit E. SIRE looks forward to discussing the
design with the Town to optimize solar array and battery placement and begin development on the
property.
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Figure 3: Aerial view and panel layout for proposed landfill system
21
SUMMIT RIDGE
ENERGY
Exhibit A: PS G-LI Interconnection Pre-Application Results
22
APPENDIX D
Appendix;D-Pre-Application Report
PRE-APPLICATIPh REPORT FOR THE CONNECTION OF PARALLLE�
GENERATION EQUIPMENT TO LIPA's DISTRIBUTION SYSTEM
DG Ptoiec�t_Information: (Provided to Utility by Applicant)
Customer wane SRE Solar Origination 2, LLC
Location ofProiect: (address and1or GPS Coordinates) 6155 Cox Ln,Cutchogue,NY 11935
UG technolca t)Te solar farm-PV only Y
DG fuel source;confiatration PV
Proposed project size in OV AC) 5.00 Mac
Date ofPre-A plication Request 1/23/20
:Pre-p likatiotri Re otl:(Provided to Appyeant by Utility-1,0 Business Days) _—
O erating voltage of closest distribution line 1 ig
Phasing,at site 3-Phase
A , roxintate distance to -Phase(if only l or?phases nearby) N/A
Circuit capacity r lA Norm: 517A; Emer: 600A
Fault current availability.if readily obtained 13,242A
Circuit peak, load for the previous calendar =ear 7.2MW ---
Circuit nunimutii load for the previous calendar year JMDL- 69.2A; ML- 62.7A
Approximate distance (miles)between serving substation and project site 2.4 --
Number of;substation banks 2 Banks 2A+2B: Norm - 17.6; LTE - 21.2; STE - 25
I otai substation bank capacity(M- W) Bank 1: Norm - 17; LTE - 19.6; STE - 24.1
Total substation peak load
Aggregate e-dsting distributed generation on the circuit(BN 593.29kW
Aggregate queued distributed generation oil the circuit(VW) 167.50kW
49
SUMMIT RIDGE
ENERGY
Exhibit B: Form of Site Loase Agreement
23
SOLAR LEAJE AGREEMENT
This SOLAR LEASE AGREEMENT(this"Agreement") is made, dated and effective as
of the Effective Date(defined below),by and between Landowner(defined below,)and SRE Solar
Origination 2,LLC, a Delaware limited liability company("Lessee").
1. Basic Provisions. The following terms used in this Agreement have the meanings
set forth below:
1.1. "Lando-vvnef
1.2. "Property" The real property consisting of the parcel(s)located in
County, State of ("State"),more
particularly described in Exhibit A,together with any improvements
located thereon and rights, benefits and easements appurtenant
thereto.
1.3 "Leased Premises" The real property consisting of approximately_acres,more
particularly described in Exhibit B,together Mth all appurtenant
rights and easements. The exact acreage of Leased Premises will be
determined during the Development Period.
1.4. "Adjacent Any portion of the Property not included in the Leased Premises
Property"
1.5. "Effective Date" 2020
1.6. "Development The period cornmencing,on the Effective Date and,unless earlier
Period" terminated pursuant to Section 5.3, expiring five hundred fifty(550)
days after the Effective Date,subject to two (2)twelve(12)month
extensions(see Section 5.1
1.7. "Development $ per year,payable on a quarterly basis. See Section 6.1.
Period hent',
1.8. "Operations The period commencing on the date,as notified by Lessee to
Period" Landowner no fewer than ten(10)days in advance,on which Lessee
intends to commence construction-related activities at,or will
otherwise take control over,the Leased Premises (the"Operations
Period Commencement Date")and expiring on the twenty-fifth
(25th)anniversary of the Operations Period Commencement Date,
subject to Lessee's right to extend the Operations Period for two(2)
five(5)-year extension terms(see Section 5.2
BTM,767584v2
1.9. "Operations Period A payment of$ per acre of Leased Premises per year,
Rent" payable on a quarterly bads, escalating at a rate of_per annum
_
during the O orations Pe iod. See Section 6.2.
1.10 "Signing Bonus" A one-time signing bonus in the amount of$ for the purpose of
reimbursement of attorneys' fees and any other costs or expenses
incurred by Landowner in connection with review and negotiation of
this Agreement.
2. Grant of Lease. For the Term (defined in Section S) Landowner hereby leases
the exclusive occupancy of the Leased Premises to Lessee and its successors and assigns, and
Lessee hereby leases from Landowner and its successors and assigns the exclusive occupancy of
the Leased Premises, in accordance with the terms and conditions of this Agreement.
3. Purpose of Lease, Permitted Uses: Grant of Easements.
3.1 Purpose of Lease. Lessee leases the Leased Premises for the purpose of
constructing,operating,maintaining,repairing,replacing,and removing all or any part of the Solar
Power Facilities(defined in Section 3.2.2 below)and any improvements that may be necessary to
construct, maintain and repair any new and existing roadways and other means of ingress and
egress over,across and along the Adjacent Property,including paving or surfacing of the roadways
with asphalt,gravel or other roadway materials,installation of road signs and the construction and
installation of culverts, bridges, drainage ditches, gates, cattle guards and similar structures and
facilities(the".Roadway Improvements") located on the Leased Premises. Throughout the term
of this Agreement,Lessee shall have the sole and exclusive rights to use the Leased Premises for
such purposes and any and all other activities related to such purposes.
3.2 Permitted Uses of the Property by Lessee. The rights granted to Lessee
in this Agreement permit Lessee,and its agents,contractors and employees,to do the following:
3.2.1 Extract soil samples, perform geotechnical tests, and conduct such
other tests, studies, inspections and analyses on the Leased Premises as Lessee deems necessary,
useful or appropriate.
i
3.2.2 Construct, erect, install, operate, maintain, reinstall, enhance,
replace, relocate and remove, from time to time, the Roadway Improvements and the following
"Solar Power Facilities"on the Leased Premises during the Operations Period:
(a) meteorological and solar measuring equipment, including,
but not limited to, insolation monitoring towers and all necessary and proper appliances and
fixtures for use in connection with said towers, to determine the feasibility of solar energy
conversion on the Property,on adjacent property or elsewhere;
(b) solar panels, inverters, steel racking, foundations and
concrete pads, support structure, footings, anchors, fences and other fixtures and facilities,
maintenance, security, office and/or guest facilities, staging areas for the assembly of equipment,
BTM,767584L2 2
power generation facilities to be operated in conjunction with large solar installations, control
building,laydo%,,m areas, crane pads, and related facilities and a uipment;
(c) electrical wires and cables required for the gathering and
transmission of electrical energy and/or for communication purposes, which may be placed
overhead on appurtenant support structures or underground, and one or more substations or
interconnection or switching facilities from which Lessee may interconnect to a utility
transmission system or the transmission system of another purchaser of electrical energy
(collectively, "Transmission Facilities"), together with the appropriate rights of way on, along,
in and under the Property; and
(d) any other improvements,including Roadway Improvements,
facilities, machinery and equipment that Lessee reasonably determines are necessary, useful or
appropriate to accomplish any of the foregoing.
Items (a) — (d) collectively, the "Improvements"). Notwithstanding anything to the contrary
herein,Lessee shall be entitled to determine the size,type,manufacturer and exact location of the
Solar Power Facilities to be located upon the Leased Premises in its sole and absolute discretion.
Lessee may, at its sole and absolute discretion, use the Leased Premises for one consolidated
project or Lessee may elect to divide the Leased Premises into multiple phases or projects.Lessee
may exercise its right to use all or any part of the Leased Premises as and when Lessee deems it
necessary or advisable to do so to perform the activities for which this right is granted, including,
without limitation, staging areas and parking for Lessee's employees.
3.2.3 Remove,trim,prune,top or otherwise control the growth of any tree,
shrub,plant or other vegetation on or that intrudes(or upon maturity could intrude)into the Leased
Premises, including, without limitation, anything that could obstruct, interfere with or impair the
Solar Power Facilities or the intended uses of the Leased Premises by Lessee under this Agreement.
3.2.4 Excavate, grade, level and otherwise modify the Leased Premises,
all in Lessee's sole and absolute discretion as Lessee may deem desirable or necessary in
connection with Lessee's intended uses of the Leased Premises under this Agreement(subject to
the restoration obligations set forth in Section 7.5).
Landowner authorizes Lessee, at Lessee's sole expense, to take reasonable safety and security
measures to reduce the risk of damage to the Solar Power Facilities or the risk that the Solar Power
Facilities will cause damage, injury or death to people, livestock, other animals and property,
including,without limitation,fencing around the perimeter of the Solar Power Facilities as Lessee
may deem necessary or appropriate to secure or enclose the same, without unduly burdening
Landowner's use of the Property.
3.3 Grant of Easements. In addition to and in connection with the leasehold
interest granted pursuant to Section 2 and the permitted uses provided in Section 3.2, during the
Operations Period Landowner hereby grants and conveys to Lessee and its successors and assigns
BTM 767584v2 3
the following easements (collectively, the "Easements") on, about, above, over, under, through
and across any of the Adjacent Property:
3.3.1 The exclusive easement to the free and unobstructed insolation of
solar energy over the entirety of the horizontal space and the entirety of the vertical air space lying
above the surface of that portion of the Adjacent Property for the benefit of the Leased Premises
(the "Solar Easement"), provided Landowner shall have the continued right to use the Adjacent
Property exclusive of the Leased Premises for any uses existing as of the Effective Date and any
new uses which do not interfere with Lessee's use of the Leased Premises. Landowner shall not at
any time knowingly engage in any activity on the Adjacent Property or any other neighboring
property owned by Landowner that interferes with the sunlight direction over any portion of the
Leased Premises; cause a decrease in the output or efficiency of the Solar Power Facilities; or
otherwise interfere with Lessee's operation of the Solar Power Facilities or exercise of any rights
granted in this Agreement (collectively, an "Interference"). Notwithstanding the foregoing,
nothing in this Section shall prevent Landowner or its agents and lessees from conducting their
normal activities on the Adjacent Property or any other neighboring property owned by
Landowner. Lessee acknowledges that it has reviewed Landowner's current agricultural
operations, including location of trees in the area of the Adjacent Property and finds that it will
make every effort to proceed with development such that the current use does not and will not
result in any Interference as defined herein and thus no current activity of Landowner on the
Adjacent Property will be prohibited pursuant to the terms of this Section. Lessee's proposed plan
of development and calculation of acreage of the Leased Premises will include sufficient area for
the Solar Power Facilities, including area surrounding the Solar Power Facilities reasonably
sufficient to avoid Interference from the Adjacent Property.
3.3.2 ["The non-exclusive easement to use the Property for Lessee's
construction, installation, operation,use,maintenance,repair or replacement of the Transmission
Facilities, including an easement, to be located at a mutually acceptable location on a portion of
the Adjacent Property, to be used for temporary (i) storage and staging of tools, materials and
equipment; (ii) construction laydown; (iii) parking of construction crew vehicles and temporary
construction trailers; (iv) vehicular and pedestrian access and access for rigging and material
handling; and (v) construction or installation of other facilities reasonably necessary to construct,
erect, install, expand, modify or remove the Solar Power Facilities (the "Construction
Easement"). Lessee shall return the are of the Construction Easement to the condition existing
immediately prior to such use by Lessee to the extent reasonably practical (reasonable wear and
tear, casualty and condemnation excepted).] [To the extent Lessee requires portions of the
Adjacent Property outside of the Leased Premises in order to perform any of the activities for
constriction of the Solar Power Facilities, Lessee and Landowner agree to enter into a separate
written agreement, or agreements as the case may be, which shall be negotiated in good faith
between the Parties to govern the terms of Lessee's use of said portions of the Adjacent Property.]
3.3.3 The right to have unobstructed vehicular and pedestrian access and
ingress to and egress for from the Solar Power Facilities over and across the Adjacent Property by
means of any existing roads and lanes thereon (the "Access Easement"). To the extent that
BTM 76758412 4
Roadwav Improvements and access may be required by Lessee over the Adjacent Property, prior
to the construction of ant} Roadway Improvements on the Adjacent Property a prior to the
commencement of the Operations Period, Lessee shall provide a proposed plan of development
and survey showing the location of the Access Easement more specifically, and Lessee and
Landowner agree to amend this Agreement accordingly.Lessee shall, at its sole cost and expense,
repair any damage done to Roadway Improvements tivhich result from use by Lessee, its agents,
servants or employees. Such Roadway Improvements shall be maintained in the condition
necessary for use by Lessee's equipment,and with regard to existing roads,shall be maintained in
at least the condition that existed prior to Lessee's first use of such Roadway Improvements,_
ordinary wear and tear excepted.
3.3.4 The non-exclusive easement over the Adjacent Property, at such
locations as Lessee and Landowner shall reasonably determine. to construct, use and maintain
signs, fences,gates(whether locked or unlocked)and other safety and protection facilities around
or about the Solar Power Facilities and/or to restrict access to portions of the Property around or
about any of the Transmission Facilities.
3.3.5 The non-exclusive easement to enter the Adjacent Property and to
remove, trim, prune, top or otherwise control thegrowth of any tree, shrub, plant or other
vegetation on or that intrudes (or upon maturity could intrude) into the Leased Premises,or could
obstruct, interfere with or impair the Solar Power Facilities or the intended uses of the Leased
Premises by Lessee under this Agreement.
The Easements granted by Landowner in this Agreement are easements in gross, and the
easements and other rights granted to Lessee herein are for the benefit of Lessee and its successors
and assigns, as owner of the Solar Power Facilities. Notwithstanding the fact that the Easements,
if any.are non-exclusive, any concurrent uses of the Easement by Landowner or any third parties
shall not interfere with Lessee's rights granted herein.
3.4 Survival of Covenants. The covenants, conditions, rights and restrictions
in favor of Lessee pursuant to this Agreement shall not be deemed invalid or inoperative or
otherwise be disregarded while any portion of the Solar Power Facilities on the Leased Premises
or other property are under development, being replaced,or operational.
4. Development Period Obligations. Within five (5) days following the Effective
Date, Landowner shall make available to Lessee copies of all leases, contracts, easements,
environmental, geotechnical and other site assessments, surveys, plans and other such records of
Landowner which in any way relate to the Property. During the Development Period,Lessee may
investigate and determine the feasibility of obtaining entitlements and agreements for Lessee's
proposed solar power development, including having a survey of the Property prepared by a
licensed surveyor (the ``Sun ey") and/or a preliminary title report of the Property (the "Title
Report'). During the Development Period Lessee shall have the right of ingress and egress over
the Adjacent Property to perform investigations of the Property. The acreage that will be required
from the Property to construct the Solar Power Facilities will be determined after completion of
BTM 767584v2 5
inspection,testing, and studying of the Property,after which Lessee shall deliver to Landowner a
proposed plan of development and 4 preliminary calculation of the acreage required for the geased
Premises, which may be less acreage than the total acreage comprising the Property and which
will be included as Exhibit B to this Agreement. Landowner shall amend this Agreement to revise
the description on Exhibit B and the acreage of the Leased Premises prior to or concurrent with
the Operations Period Commencement Date. [Landowner acknowledges that Exhibit B as of the
Effective Date shows a preliminary depiction of the Leased Premises.]
4.1 Survey. During the Development Period Landowner shall assist and fully
cooperate with Lessee in complying with or obtaining any land use permits and approvals, tax-
incentive or tax-abatement program approvals,building permits, environmental impact reviews or
any other approvals, consents,orders or authorizations required or deemed desirable by Lessee in
connection with the development, financing, construction, installation, replacement, relocation,
maintenance;operation or removal of the Solar Power Facilities,including execution and filing of
applications for such approvals,consents,orders or authorizations and delivery of information and
documentation related thereto, and execution, if required,of any orders or conditions of approval.
4.2 Title Report. During the Development Period if Lessee, in its sole
discretion,determines that the existence,use,operation,implementation or exercise of any matters
identified by the Title Report or Survey could materially delay, interfere with, impair or prevent
Lessee's development, operation or financing of the solar energy project,then Lessee may notify
Landowner of such issues and Landowner shall cooperate with Lessee in efforts to obtain a release,
subordination, non-disturbance agreement, consent or other agreement (in a form reasonably
acceptable to Lessee)from the holder(s)of such rights as set forth in Section 10.3 herein.
5. Development Period Term; Operations Period Term; Renewal Terms. Subject
to Lessee's rights to terminate this Agreement set forth in Section 5.3, Lessee's rights under this
Agreement will continue throughout the Development Period and the Operations Period
(collectively, the "Term"); provided, that nothing expressly stated or implied in this Agreement
or represented to Landowner shall be construed as requiring Lessee to: (i)undertake construction,
installation or operation of any Solar Power Facilities on the Leased Premises;(ii)generate or sell
any minimum or maximum amount of solar energy from the Leased Premises; or (iii) continue
operations of any Solar Power Facilities from time to time located on the Leased Premises.
5.1 Development Period. During the Development Period, Lessee or any
Permitted Assignee may, by notice to Landowner received no later than thirty (30) days prior to
the expiration of the Development Period, elect to extend the term of the Development Period for
up to two additional twelve (12) month periods, the first commencing upon either the thirty-six
(36) month anniversary of the Effective Date. and the second on the forty-eight (48) month
anniversary of the Effective Date,as applicable.
5.2 Operations Period. Lessee shall have the option to commence the term of
Operation Period by providing Landowner written notice not fewer than ten(10)days prior to the
expiration of the Development Period, such notice to be effective on the earlier of the date Lessee
BTM 767584v2 6
commences construction as provided in such notice or the expiration of the Development Period
(the"Operations Period Commences ent Date"). The Operations Period shall commence on the
Operations Period Commencement Dgte and, unless validly extended, expire on the twenty-fi�th
(251) anniversary of the Operations Period Commencement Date. During the term of the
Operations Period, Lessee or an), Permitted Assignee may. by notice to Landowner received no
later than ninety(90)days prior to the expiration of the Operations Period,elect to extend the term
of the Operations Period for up top two periods of up to five(5)years each.
5.3 Termination Rights.
(a) At any time prior to the Operations Period Commencement Date,
Lessee shall have the right to terminate this Agreement and its interests in or under this Agreement,
as to all or any part of the Property, effective upon seven (7) days written notice to Landowner.
Upon such termination,except for rights and obligations that expressly survive termination as set
forth herein,neither party shall have any further liability under this Agreement as to the portion of
the Property so terminated. If such termination is as to only part of the Property,this Agreement
shall remain in effect as to the remainder of the Property.
(b) Lessee shall also have the right to terminate this Agreement and/or
its interests in or under this Agreement,as to all or any part of the Property,at any time during the
Operations Period(i) if Lessee is unable to renew any license deemed necessary by Lessee for the
Solar Power Facilities, in which event this Agreement shall terminate on thirty (30) days' notice
from Lessee;(ii)if Lessee is unable to obtain to renew any easement deemed necessary by Lessee
for the Solar Power Facilities from the owners of any land not owned by Landowner, in which
event this Agreement shall terminate upon thirty (30) days' notice from Lessee; and/or(iii) if for
any reason the operation of the Solar Power Facilities is no longer economical for Lessee,in which
event this Agreement shall expire on the date set forth in Lessee's termination notice.
5.4 Actions on Expiration or Earlier Termination. Upon expiration of the
Term or earlier termination of this Agreement, whether as to the entire Property, the Leased
Premises or Easements, Lessee shall,upon written request by Landowner, (a)execute and record
the documents referenced in Section 15.4 with respect to the Property, Leased Premises or
Easements,or to that part thereof as to which this Agreement has been terminated,and(b)remove
all Solar Power Facilities from the Property,or the portion thereof as to which this Agreement was
terminated,exclusive of any continuing right established pursuant to this Agreement to survive the
term of this Agreement, and perform the restoration obligations set forth in Section 7.5.
Landowner hereby grants to Lessee a license to enter upon the Property to perform the activities
required to be performed by Lessee pursuant to Section 7.5, which license shall be effective
commencing upon the date of termination or expiration of this Agreement and shall continue for
one hundred eighty (l 80)days thereafter.
6. Payments. During the Term Lessee will pay Landowner the following amounts:
6.1 Development Period Rent. During the Development Period Lessee shall
pay Development Period Rent to Landowner as follows:
BIN 767584v2 7
6.1.1 Within fifteen(11)business days of the Effective Date,Lessee shall
pay Landowner the(i) Signing Bonus and(ii)Development Period Rent in the amount set forth in
Section 1.7 for the first calendar quarter of the Development Period, or if less than a frill calendar
quarter,Development Period Rent prorated based on the number of days in that calendar quarter.
6.1.2 Beginning on the first day of the first full calendar quarter of the
Development Period following the first calendar quarter of the Development Period and
throughout the remainder of the Development Period. Lessee shall pay Landowner the
Development Period Rent in the amount set forth in Section 1.7 for each calendar quarter within
fifteen (15) days of the first day of each remaining calendar quarter during the Development
Period.
6.2 Operations Period Rent. During the Operations Period Lessee shall pay
Operations Period Rent to Landowner as follows:
6.2.1 Within fifteen (15) business days of the Operations Period
Commencement Date, Lessee shall pay Landowner the first installment of the Operations Period
Rent in the amount set forth in Section 1.9 for the first calendar quarter of the Operations Period,
or if less than a full calendar quarter.Operations Period Rent prorated based on the number of days
in that calendar quarter reduced by any payment made as a Development Period Rent for such
calendar quarter.
6.2.2 Beginning on the first day of the first full calendar quarter of the
Operations Period following the first calendar quarter of the Operations Period and throughout the
remainder of the Operations Period, Lessee shall pay Landowner the Operations Period Rent in
the amount set forth in Section 1.9 for the applicable calendar quarter within fifteen (15) days of
the first day of each remaining calendar quarter during the Operations Period.
7. Ownership and Operation of Solar Power Facilities.
7.1 With the exception of Roadway Improvements, fences and gates that
Landowner may elect to remain as property of Landowner at the end of the Term,any and all other
Improvements constructed or installed on the Leased Premises and any other portion of the
Property by or on behalf of Lessee specifically including the Solar Power Facilities are personal
property within the meaning of Article 9 of the Uniform Commercial Code of the State of
regardless of the manner of attachment to the Leased Premises and/or the Property
and may be repaired, replaced, relocated, removed, added to or expanded upon by Lessee at any
time during the Term. Landowner acknowledges and agrees that despite that such portions of the
Improvements may be affixed to the Leased Premises and/or the Property, (i) Lessee, its affiliate
or equipment lessor is the exclusive owner of the Improvements, (ii) the Improvements shall not
be construed to be a fixture and (iii) Lessee or its affiliate or transferee is the exclusive owner of
the electricity generated by the Improvements and the Environmental Attributes and
Environmental Incentives of the Improvements. Landowner has no right, title or interest in the
BTIVI 7675842
Improvements, the Environmental Attributes and the Environmental Incentives of the
Improvements and hereby waives any and all rights it m have to a lien on the Improvements,the
f-nvironniental Attributes and the Environmental Incentives of the Improvements and all rights of
distraint and seizure for rent and all other lien rights, claims and demands of every kind against
the Improvements, the Environmental Attributes and the Environmental Incentives of the
Improvements.
For purposes of this Agreement, the Improvements shall be deemed to include, without
limitation,all output and products of all such property, including,without limitation,the electrical
output, Environmental Attributes and Solar Incentives from or associated with the Improvements
and Solar Operations and any other solar energy generation facility and related improvements,
facilities and equipment constructed,installed or placed by Tenant on the Property, including any
storage facilities. "Environmental Attributes"means, without limitation, any renewable energy
credits or certificates, emissions reduction credits, emissions allowances, carbon trading credits,
green tags and tradable renewable credits. "Environmental Incentives" means, without
limitation,any tax credit,benefit or incentive for alternative energy expenditure established by any
local, state or federal government for the production and storage of electricity, including,without
limitation, any federal, state or local accelerated depreciation, installation or production-based
incentives,investment tax credits and subsidies(including,without limitation credits under Section
45 of the Internal Revenue Code of 1986, as amended).
7.2 Operation of the Solar Power Facilities. The manner of operation of the
Solar Power Facilities, including, but not limited to, decisions on when to conduct maintenance,
is within the sole and absolute discretion of Lessee.
7.3 As-.Built Survey. Within ninety (90) days of the Solar Power Facilities
being in commercial operation Lessee shall provide Landowner an"as-built"survey and"as-built"
construction plan set of the Leased Premises and all Improvements thereon,which survey and set
shall include the final acreage contained within the Leased Premises and shall serve as Exhibit C
to this Agreement. For purposes of clarification, the surveyed boundaries of the Leased Premises
shall not materially deviate from the approximate boundaries shown in Exhibit B without
Landowner's prior written consent,not to be unreasonably withheld,conditioned or delayed.
7.4 Acknowledgment and Acceptance of Certain Effects. Landowner
acknowledges and accepts that, during the Lease Term, the Property may be affected by certain
non-life-threatening (to humans or livestock)visual, view,light,flicker,noise, shadow,vibration,
electromagnetic,electrical and radio frequency interference,and other non-life-threatening effects
attributable to the Solar Facility located on the Leased Premises and no such non-life-threatening
effects shall be considered a violation of the terms of this Agreement.
7.5 Removal of the Solar Power Facilities.
7.5.1 Lessee shall have the right,in its sole and absolute discretion,at any
time during the Term and for six (6)months after the expiration of the Term to remove the Solar
Power Facilities or any part thereof and any related equipment from the Property at any time.
BThr.767584v2 9
Upon expiration of the Operations Period or earlier termination of this Agreement, Lessee shall
remove a'll of the Solar Power Facilities from the Property. At �he sole cost of Lessee, the soil
surface of the Property shall be returned to substantially the same condition as existed on the date
possession of the Property is delivered to Lessee; provided,however,that all concrete mountings
shall be removed to a depth of at least three(3)feet below surface grade,and that any underground
cabling or wiring at a depth of three (3) feet or greater may be abandoned in place if they are not
a hazard and do not interfere with agricultural use or other consistent resource uses of the land.
7.5.2 If Lessee fails to remove such Solar Power Facilities within six (6)
months of termination of this Agreement, Landowner may do so, in which case Lessee shall
reimburse Landowner for reasonable and actual costs of removal incurred by Landowner, less any
salvage value received by Landowner, within thirty (30) days after receipt of an invoice from
Landowner.
7.5.3 Lessee shall at all times comply with any governmental
requirements relating to decommissioning security (any "Decommissioning Ordinances").
Lessee shall,to the extent permissible by applicable law, make the surety bond funds required by
any Decommissioning Ordinance, or any remaining portion thereof if applicable, accessible by
Landowner for completion of the Lessee's obligation to remove the Solar Power Facilities in the
event of noncompletion by Lessee or the local government. During the Term,upon written request
of Landowner,Lessee shall provide Landowner with written evidence of Lessee's compliance with
any Decommissioning Ordinance and the terms of this Section.
8. Taxes. During the Operations Period, in addition to the Operations Period Rent,
Lessee shall pay all real property taxes and assessments that are levied against the Property that
are attributable to the installation of the Solar Power Facilities on the Leased Premises or any
reclassification of the Property as a result of the Solar Power Facilities or this Agreement, to the
extent that such increase is not separately assessed as personal property to Lessee and paid directly
by Lessee to the taxing authorities. Lessee,however, shall not be required to pay any increase in
real property taxes that may be levied against the Property that is attributable to any sale or other
transfer of the Property by Landowner or other change of ownership of the Property involving
Landowner. Any such increase in real property taxes due to such a transfer or change of ownership
in the Property shall remain the sole obligation of Landowner. Landowner shall submit the real
property tax bill for the Property to Lessee within ten(10)days after Landowner receives the bill
from the taxing authority. No later than ten (10) days prior to the due date of any installment,
Lessee shall either (i) pay that portion of the real property taxes for the Property directly to the
taxing authority and deliver written evidence thereof to Landowner, or(ii) deliver the sum due to
Landowner for payment to the taxing authority, which Landowner shall do and deliver written
evidence thereof to Lessee. In the event Landowner fails to pay the taxing authority, Lessee shall
be entitled (but not obligated)to make payments in fulfillment of Landowner's obligations to the
taxing authority, including any penalties for late payments, and may offset the amount of all such
payments from amounts due Landowner under this Agreement.
8.1 Lessee's Right to Contest. Lessee shall have the right, upon prior written
notice to Landowner, to contest or review the amount, applicability or validity of any real or
BTM 7675842 10
personal property taxes which are assessed against the Property or separately assessed against the
Solar Power Facilucted
ties by one or more appropriate lawful proceedings,w �ich, if instituted, shall
be diligently conby Lessee in good faith at its own cost and expense, and free of any
expense to Landowner(all such expenses of Landowner will be paid by Lessce),and,if necessary,
in the name of Landowner, and Landowner shall, upon the request of Lessee, execute all
documents reasonably necessary to accomplish such contest or review; provided, however that
Landowner shall not be required to assume any expenses, obligations or liabilities with respect
thereto. In the event that Landowner determines that it would benefit from such a contest or
review, which determination shall be made in Landowner's reasonable discretion, Lessee agrees
to provide reasonable cooperation to Landowner in connection with such contest or review;
provided,however,that Landowner shall pay all reasonable costs and expenses incurred by Lessee
in providing such cooperation. Notwithstanding the foregoing, Lessee shall indemnify and hold
Landowner harmless from and against all claims arising out of such contest or review conducted
by Lessee.
8.2 Forfeiture of Properh, If at any time the Property or any part thereof is
subject to forfeiture,or if Landowner shall be subject to any liability arising out of the nonpayment
of real property or personal property taxes, Lessee shall, notwithstanding any pending contest or
review, either pay such taxes or post such bonds as the taxing authority may require to prevent
such forfeiture or liability, in which event Lessee shall be entitled to a credit against Operations
Period Rent equal to the amount paid by Lessee.
9. Lessee's Representations, Warranties and Covenants. Lessee hereby
represents,warrants and covenants to Landowner as follows:
9.1 Landowner Activities.
9.1.1 Lessee shall consult with Landowner on its site development plan
prior to construction of any Solar Power Facilities, showing Landowner the proposed location of
solar panels,roads and electric power lines,before making Lessee's final decisions as to location
of the Solar Power Facilities on the Leased Premises, but Lessee shall make all final siting
decisions in its sole and absolute discretion. Lessee shall post the access roads it constructs going
to the Solar Power Facilities as being private roads only for use by authorized personnel in
connection with the Solar Power Facilities. Landowner may use or cross such roads only to the
extent that Landowner does not interfere with Lessee's rights under this Agreement. Lessee shall
not install any underground storage tanks on the Property.
9.1.2 During the Development Period, Landowner may continue to use
the Property to the extent such use by Landowner does not,currently or in the future,interfere with
Lessee's operations hereunder or enjoyment of the rights hereby granted. Lessee shall make
reasonable efforts not to disturb Landowners activities on the Property to the extent such activities
are consistent with Lessee's rights under this Agreement. Landowner shall have no right to use
the Leased Premises during the Operations Period.
9.2 Insurance.
BTM 767584v2 1 1
9.2.1 Lessee shall, at its expense, maintain insurance with respect to the
Improvements against loss�r damage by fire,lightening and other risks from time tai time included
under typical "all risk" pplicies and against loss or damage by earthquake, flpod, collapse,
vandalism,malicious mischief and explosion,in amounts sufficient to enable Lessee to reduce the
Improvements to grade and clear the land(or.if greater,to enable Lessee to comply with Lessee's
obligations under Section 7.5 to remove the Solar Power Facilities at the expiration of the Term).
9.2.2 Lessee shall, at its expense,maintain a commercial general liability
insurance policy insuring Lessee and Landowner against loss or liability caused by Lessee's
occupation and use of the Leased Premises under this Agreement,in an amount not less than One
Million Dollars ($1,000,000) of combined single limit liability coverage per occurrence,accident
or incident,and Two Million Dollars($2,000,000)in the aggregate. Lessee shall name Landowner
as an additional insured. Certificates of such insurance evidencing the coverages required by this
Agreement shall be provided to Landowner at Landowner's reasonable request. Lessee shall
have the right to use a qualified program of sell'-insurance to meet the insurance requirements.
Lessee may also carry such other types of insurance as Lessee elects in its sole and absolute
discretion,including without limitation coverage amounts and deductibles.
9.2.3 Landowner and Lessee each hereby waives any right of recovery
against the other and the authorized representatives of the other for any loss or damage that is
covered or required by this Agreement to be covered by any policy of insurance maintained with
respect to the Property or any operations therein, even though such loss or damage might have
been occasioned by the negligence of such party.
9.3 Indemnitv. Lessee will indemnify, defend, and hold harmless Landowner
against liability for physical damage to property and for physical injuries or death to Landowner,
Landowner's property or the public, to the extent caused by Lessee's construction, operation,
maintenance,or removal of the Solar Power Facilities on the Leased Premises,except to the extent
such damages, injuries or death are caused or contributed to by the negligence or willful
misconduct of Landowner or Landowner's tenants, invitees or permittees. The reference to
property damage in the preceding sentence does not include any damage or any losses of rent,
business opportunities, profits and the like that may result from Landowner's loss of use of any
portions of the Leased Premises occupied by, or otherwise attributable to the installation of, the
Solar Power Facilities pursuant to this Agreement. The terms set forth in this Section 9.3 shall
survive termination of this Agreement.
9.4 Requirement of Governmental Amencies. Lessee, at its expense, shall
comply in all material respects with valid laws. ordinances, statutes,orders and regulations of any
governmental agency applicable to the Solar Power Facilities. In its sole and absolute discretion
and through appropriate legal proceedings brought in the name of Lessee or in the names of both
Lessee and Landowner where appropriate or required. Lessee shall have the right to contest the
validity or applicability to the Property or the Solar Power Facilities of any law,ordinance,statute,
order, regulation,property assessment or the like now or hereafter made or issued by any federal,
state, county, local or other governmental agency or entity. Landowner shall cooperate in every
BT;4t 767i84N2 12
reasonable way in such contest, provided Lessee reimburses Landowner for its reasonable and
actual out-of-pocket expense directV incurred in connection with such cooperation, to the�xtent
Lessee has approved such expense in advance in writing. Any such contest or proceeding,
including any maintained in the name of Landowner, shall be controlled and directed by Lessee,
but Lessee shall indemnify and defend Landowner from losses Landowner incurs due to Lessee's
failure to observe or comply during the contest with the contested law, ordinance. statute, order,
regulation or property assessment.
9.5 Construction Liens. Lessee shall keep the Property free and clear of all
liens and claims of liens for labor and services performed on,and materials,supplies or equipment
furnished to, the Property in connection with Lessee's use of the Property pursuant to this
Agreement. Lessee shall remove, or cause the removal of, any such lien by bond or otherwise
within sixty(60) days after Lessee becomes aware of the existence of such lien.
9.6 Hazardous Materials. Lessee shall not violate, and shall indemnify
Landow=ner against, any violation by Lessee or Lessee's agents or contractors of any federal,state
or local law, ordinance or regulation relating to the generation, manufacture, production, use,
storage, release or threatened release, discharge, disposal, transportation or presence of any
substance,material or waste which is introduced,released,or brought onto the Property by Lessee
and which is now or hereafter classified as hazardous or toxic,or which is regulated under current
or future federal, state or local laws or regulations.
9.7 Brokers' Agreements. Lessee hereby agrees to indemnify, defend and
hold Landowner harmless from any claims or actions by any third parties claiming to represent or
be acting on behalf of Lessee for a broker's commission or fee in connection with this Agreement.
10. Landowner's Representations,Warranties and Covenants. Landowner hereby
represents,warrants and covenants to Lessee as follows:
10.1 Landowner's Authority. Landowner is the sole owner of the Property and
has the unrestricted right and authority to execute this Agreement and to grant to Lessee the rights
granted hereunder. No rights to convert the solar resources of the Property or to otherwise use the
Property for solar energy purposes have been granted to or are held by any party other than Lessee.
Each person signing this Agreement on behalf of Landowner is authorized to do so,and all persons
having any ownership or possessory interest in the Property (including spouses) are signing this
Agreement as Landowner. When signed by Landowner, this Agreement constitutes a valid and
binding agreement enforceable against Landowner in accordance A ith its terms. No consent or
other approval, authorization or action by, or filing with, any person is required to be made or
obtained by Landowner for Landowner's lawful execution, delivery and performance of this
Agreement.
10.2 No Interference. Landowner's activities and any grant of rights
Landowner makes to any person or entity,whether located on the Property or elsewhere, shall not,
currently or in the future, impede or interfere with: (i)the siting, permitting, construction,
BTM 767584v2 13
installation, maintenance, operation, replacement, or removal of the Solar Power Facilities.
whether located on the Leased Premises or 4Isewhere; (ii)the (low of solar, solar speed or solar
direction over the Property; (iii) access oven the Property to the Solar Power Facilities, -vvhether
located on the Leased Premises or elsewhere; or (iv)the undertaking of any other activities of
Lessee permitted under this Agreement. In no event during the tern of this Agreement shall
Landowner construct,build or locate or allow others to construct, build or locate any solar energy
conversion system, solar panels or project similar to the Solar Power Facilities on the Property.
10.3 Title Review and Cooperation. Landowner shall cooperate with Lessee
to obtain nondisturbance,subordination and other title curative agreements as requested by Lessee
from any person with a lien,encumbrance,mortgage, lease or other exception to Landowner's fee
title to the Property to the extent necessary to eliminate any actual or potential interference by any
such person with any rights granted to Lessee under this Agreement.Any mortgagee of Landowner
must agree, among other things, not to disturb Lessee's possession and use of the Adjacent
Property and to waive any and all rights and/or liens to the Improvements. If Lessee and
Landowner are unable to obtain such agreements from any third party holding an interest in the
Property,Lessee, and any Permitted Assignee, in addition to any other rights provided for herein,
shall be entitled (but not obligated) to make payments or performance in fulfillment of
Landowner's obligations to such third party and may offset the amount of such payments or
performance from amounts due Landowner under this Agreement; provided, that if such
obligations cannot be satisfied by the payment of money or performance by Lessee, Lessee shall
have the right to immediately terminate this Agreement. Landowner shall also provide Lessee
with any further assurances and shall execute any estoppel certificates,consents to assignments or
additional documents that may be reasonably necessary for recording purposes or otherwise
reasonably requested by Lessee within ten (10) business days of Lessee's request, including
without limitation under Section 12 below. All such agreements shall be obtained at Landowner's
sole cost and expense. Lessee shall have the right,but not the obligation,to obtain a Title Insurance
Policy securing its leasehold interest in the Property from a title insurer of its choice, at its sole
cost.
10.4 Requirements of Governmental Agencies. Landowner shall assist and
fully cooperate with Lessee in complying with or obtaining any land use permits and approvals,
tax-incentive or tax-abatement program approvals, building permits, environmental impact
reviews or any other approvals required or deemed desirable by Lessee in connection with the
development, financing, construction, installation, replacement, relocation, maintenance,
operation or removal of the Solar Power Facilities, including execution of applications for such
approvals and delivery of information and documentation related thereto, and execution, if
required, of any orders or conditions of approval. Lessee shall reimburse Landowner for its
reasonable and actual out-of-pocket expenses directly incurred in connection with such
cooperation, to the extent Lessee has approved such expenses in advance in writing. Lessee shall
be entitled to any and all benefits of any tax-incentive or tax-abatement programs to the extent
arising out of the Solar Power Facilities. No person or entity representing Landowner shall under
any circumstances publicly or privately object to the Solar Power Facilities.
B,rss 767584t2 14
10.5 Indemnity. Landowner will defend, indemnify and hold harmless Lessee
for,from and against liability by reason of,resulting frpm,whether directly or indirectly,or arising
out of(i) the inaccuracy of any representation or wquanty set forth in this Agreement. (ii) the
nonfulfillment or nonperformance of any covenant or agreement of Landowner set forth in this
Agreement, (iii) the negligence or willful misconduct of Landowner or its representatives and
agents in the performance of their obligations under this Agreement, and(iv) for physical damage
to property (including, without limitation, Lessee's roads) and for physical injuries or death to
Lessee or its tenants, invitees, contractors or the public, to the extent caused by the operations,
activities, negligence or willful misconduct of Landowner or its invitees,permittees or tenants.
10.6 Hazardous Materials. Landowner is in material compliance with all
environmental laws as the same are applicable to the Property, and is not subject to any
environmental proceedings with respect to the Property. Landowner has not received any written
notice of any violation, and to the knowledge of Landowner, no other Person has received any
written notice of any violation, that, as of the date hereof, remains uncured, and no writs,
injunctions,decrees,orders or judgments are outstanding and no suits,claims,actions,proceedings
or investigations have been instituted or filed, and none are pending or, to the knowledge of
Landowner, threatened, under any en-sriromnental laws with respect to the ownership, use or
occupation of the Property. As of the Effective Date, to the knowledge of Landowner, (i) no
hazardous materials have ever been produced on the Property or disposed of thereon or therein,
(ii) no hazardous materials release has occurred on the Property, and(iii) no hazardous materials
have migrated to the Property. Landowner shall not violate.and shall indemnify,defend and hold
harmless Lessee for, from and against any violation (past, present or future) by Landowner or
Landowner's agents or contractors of any federal, state or local law, ordinance or regulation
relating to the generation, manufacture, production, use, storage, release or threatened release,
discharge,disposal,transportation or presence of any substance,material or waste which was or is
introduced, released, or brought onto the Property by Landowner and which was or is now or
hereafter classified as hazardous or toxic, or which is regulated under current or future federal,
state or local laws or regulations.
10.7 Ouiet Eniovment. Landowner covenants and warrants that Lessee shall
peacefully hold and enjoy all of the rights granted by this Agreement for its entire term without
hindrance or interruption by Landowner or any person lawfully or equitably claiming by,through,
under or superior to Landowner,subject to the terms of this Agreement.
10.8 Utilities. Landowner shall cooperate with Lessee in Lessee's efforts to
obtain utility services to and from the Leased Premises,including without limitation executing any
applications necessary for such service to the Leased Premises, and granting service providers
easements or licenses to cross the Adjacent Property, all at no additional cost to Lessee,provided
that Lessee shall be solely responsible for all costs related to such seiA ices.
10.9 Brokers' Agreements. Landowner hereby represents and warrants that no
broker's commission or fee is due to any party in connection with this Agreement and agrees to
indemnify. defend and hold Lessee harmless from any claims or actions by any third parties
BTM 767WO 15
claiming to represent or be acting on behalf of Landowner for a broker's commission or fee in
connection with this Agreement.
3
1010 Landowner's Insurance. Landowner may,at its expense,carry such other
types of insurance as Landovmer elects in its sole and absolute discretion, including without
limitation coverage amounts and deductibles.
10.11 Minerals. To the best of Landowner's current knowledge, Landowner
owns all of the oil, gas and other minerals, and all rights associated therewith, on or under the
Property.
11. Assignment.
11.1 Lessee Assignment. Lessee and any Permitted Assignee (as defined
below) shall have the right, without need for Landowner's consent, to do any of the following,
conditionally or unconditionally, with respect to all or any portion of the Property: finance the
Solar Power Facilities (for development, construction, term or permanent financing); grant co-
leases, separate leases, subleases, easements, licenses or similar rights (however denominated)to
one or more Permitted Assignees; or sell, convey, lease, assign (collaterally or otherwise) or
transfer to one or more Permitted Assignees this Agreement, or any right or interest in this
Agreement, or any or all right or interest of Lessee in the Property or in any or all of the Solar
Power Facilities that Lessee or any Permitted Assignee may now or hereafter install on the
Property;provided in no event shall Landowner be required to subordinate or encumber its fee title
interest in the Property or any part thereof or interest therein in connection with any such
encumbrance or hypothecation. An"Permitted Assignee"is any of the following: (i)any one or
more parties involved in investing in or lending to Lessee or in any Solar Power Facilities;(ii)any
purchaser or lessee of any of the Solar Power Facilities,or any purchaser of all or substantially all
of the equity interests in Lessee; or (iii) a corporation, limited liability company, partnership or
other entity that acquires all or substantially all of Lessee's business, assets or capital stock,
directly or indirectly, by purchase, merger, consolidation or other means. Lessee or a Permitted
Assignee that has assigned an interest under this Section l I.I.will give notice of such assignment
(including the address of the assignee thereof for notice purposes) to Landowner, provided that
failure to give such notice shall not constitute a default under this Agreement but rather shall only
have the effect of not binding Landowner with respect to such assignment until such notice shall
have been given.
11.2 Other Assignment. Except as permitted under Section 11.1 above or
Section 12 below, Lessee shall not assign, sublet, enter into franchise, license or concession
agreements, change ownership or voting control, mortgage, encumber, pledge, hypothecate or
otherwise transfer(including any transfer by operation of law)all or any part of this Agreement or
Lessee's or any Permitted Assignee's interest in the Property without first procuring the written
consent of Landowner,which consent shall not be unreasonably withheld,conditioned or delayed.
B-FM.767584v2 16
11.3 Landowner Assignment. This Agreement may not be assigned by
Landowner w4out the prior written consent of Lessee, which consent shall not be unreasonably
withheld. No apsignment of Landowner's interest in the Property or this Agreement shall relieve
Landowner of any of its obligations under this Agreement,nor may any such assignment be made
unless fee title to the Property is simultaneously transferred to the permitted assignee hereunder
and unless such permitted assignee has assumed all of Landowner's obligations under this
Agreement in writing.
12. Lender Protection.
12.1 Right to Mortgage. Landowner acknowledges that in order to finance the
Improvements,Lessee may,without Landowner's consent,partner with various financing parties,
including without limitation, lenders, banks and tax equity investors. Lessee may, upon prior
written notice to Landowner, but without requiring Landowner's consent or approval, mortgage,
collaterally assign, or otherwise encumber and grant security interests in all or any part of its
interest in this Agreement and the Leased Premises to any institutional lender(s) and/or tax equity
investor(s). These various security interests in all or a part of this Agreement and the Lessee
Property are collectively referred to as a"Lessee Mortgage"and holder of such security interest,
a "Lessee Mortgagee." Any Lessee Mortgagee shall use the Lessee Property only for the uses
permitted under this Agreement. Upon completion of a grant of a security interest under this
Section 12.1,Lessee will give Landowner notice of the Lessee Mortgage(including the name and
address of the Lessee Mortgagee for notice purposes).
12.2 Notice of Default and Opportunity to Cure. As a precondition to
exercising any rights or remedies related to any alleged default by Lessee under this Agreement,
Landowner shall give written notice of the default to each Lessee Mortgagee(of which it has been
notified in writing) at the same time it delivers notice of default to Lessee,specifying in detail the
alleged event of default and the required remedy. Each Lessee Mortgagee or its designee shall
have the right, but not the obligation, to cure any default of Lessee, and/or the right, but not the
obligation, to remove any Improvements or other property- owned by Lessee or such Lessee
Mortgagee located on the Landowner's Property to the same extent as Lessee. The cure period for
any Lessee Mortgagee shall be the later of(i)the end of the Lessee cure period under Section 13;
(ii) thirty (30) days after such Lessee Mortgagee's receipt of the default notice for a monetary
default;(iii)ninety(90)days after such Lessee Mortgagee's receipt of the default notice for a non-
monetary default;or(iv)the extended cure period in Section 12.3. Failure by Landowner to give
an Lessee Mortgagee(of which it has been notified in writing)a notice of default shall not diminish
Landowner's rights against Lessee, but shall preserve all rights of the Lessee Mortgagee or its
designee to cure any default and to remove any Improvements or other property of Lessee or the
Lessee Mortgagee located on the Landowner's Property.
12.3 Extended Cure Period. if any default by Lessee under this Agreement
(except for any Lessee Payment Default)cannot be cured without the Lessee Mortgagee obtaining
possession of all or part of the Lessee Property. then any such default shall be deemed remedied if
an Lessee Mortgagee: (i)within sixty(60)days after receiving notice from Landowner as set forth
BTM 767584v2 17
in Section 12.2, acquires possession of all or part of the Lessee Property, or begins appropriate
judicial or nonjudicial 1proceedings to obtain the same; (ii) diligently prosecutes any such
proceedings to completign; and (iii) after gaining possession of all or part of they Lessee Property
performs all other obligations as and when the same are due in accordance with the terms of this
Agreement.
12.4 Lender Consent. Within ten (10) days of Lessee's written request.
Landowner shall execute and deliver to Lessee a written consent and estoppel substantially in the
form as may be reasonably requested by a Lender. In such consent and estoppel,Landowner shall
certify that this Agreement is unmodified and in full force and effect (or, if there have been
modifications, that the Agreement is in full force and effect as modified and stating the
modifications), and the dates to which any payments have been paid, and stating whether or not
the Lessee is in default in keeping; observing or performing any term, covenant or condition
contained in this Agreement, and, if in default, specifying any such default, and any other factual
matters pertaining to this Agreement reasonably requested, it being intended that any such
statement delivered pursuant to this Section 12 may be relied upon by the Lender, or any
prospective purchaser or encumbrancer of a party's interest in the Agreement.
12.5 Lessee Mortgagee Liability. Any Lessee Mortgagee whose interest in the
Lessee Property is held solely for security purposes,shall have no obligation or liability under this
Agreement unless and until the Lessee Mortgagee succeeds title to the Lessee Property. An Lessee
Mortgagee shall be liable to perform obligations under this Agreement only for and during the
period it holds such title.
12.6 Amendment. The Parties shall negotiate in good faith any amendment to
this Agreement from time to time to include any provision that may be reasonably requested by
Lessee or any Lessee Mortgagee to implement the provisions contained in this Agreement or to
preserve a Lessee Mortgagee's security interest.
12.7 Lessee Mortgagee's Right to Enforce Mortgage and Assign. Each
Lessee Mortgagee shall have the right,in its sole discretion: (i)to assign its Lessee Mortgage; (ii)
to enforce its lien and acquire title to all or any portion of the Lessee Property by any lawful means;
(iii) to take possession of and operate all or any portion of the Lessee Property and to perform all
obligations to be performed by Lessee under this Agreement,or to cause a receiver to be appointed
to do so; and (iv) to acquire all or any portion of the Lessee Property by foreclosure or by an
assignment in lieu of foreclosure and thereafter to assign or transfer all or any portion of the Lessee
rights tinder this Agreement to a third party in accordance with Section 14 below. Any Lessee
Mortgagee or other party who acquires Lessee's interest in all or a portion of the Lessee Property
pursuant to foreclosure or assignment in lieu of foreclosure shall not be liable to perform the
obligations imposed on Lessee by this Agreement,which are incurred or accruing after such Lessee
Mortgagee or other party no longer has ownership or possession of the Lessee Property so long as
those obligations are expressly assumed by its successor.
BTIM 767584a2 18
12.8 New Agreement. If the Lessee Property is foreclosed upon or there is an
assignment in lieu of foreclosure, or if this Agreement is rejected or disaffirmed pur�uant to
bankruptcy law or other law affecting creditor's rights and, within ninety (90) days after such
event,Lessee or any Lessee Mortgagee or other purchaser at a foreclosure sale shall have arranged
to the reasonable satisfaction of Landowner to cure any material defaults under this Agreement,
and for the payment of the Annual Installment Payments or other charges due and payable by
Lessee as of the date of such event, then Landowner shall execute and deliver to Lessee or such
Lessee Mortgagee or other purchaser at a foreclosure sale,or to a designee of one of these parties,
as the case may be, a new agreement ("New Agreement") which (i) shall be for a term equal to
the remainder of the Term of this Agreement before giving effect to such rejection or termination;
(ii) shall contain the same covenants, agreements, terms, provisions and limitations as this
Agreement (except for any requirements that have been fulfilled by Lessee or any Lessee
Mortgagee or other purchaser at a foreclosure sale prior to rejection or termination of this
Agreement); and (iii) shall include that portion of the Lessee Property in which Lessee or such
other Lessee Mortgagee or other purchaser at a foreclosure sale had an interest on the date of
rejection or termination.
If more than one Lessee Mortgagee makes a written request for a New Agreement pursuant
to this provision,the New Agreement shall be delivered to the Lessee Mortgagee requesting such
New Agreement whose Lessee Mortgage is prior in time, and the written request of any other
Lessee Mortgagee whose lien is subordinate shall be void and of no further force or effect. The
provisions of this Section 12.9 shall survive the termination, rejection or disaffinnation of this
Agreement and shall continue in full force and effect thereafter to the same extent as if this Section
12.9 were a separate and independent contract made by Landowner, Lessee and each Lessee
Mortgagee, and, from the effective date of such termination, rejection or disaffirmation of this
Agreement to the date of execution and delivery of such New Agreement,such Lessee Mortgagee
or other purchaser at a foreclosure sale may use and enjoy the Lessee Property without hindrance
by Landowner or any person claiming by, through or under Landowner; provided that all of the
conditions for the New Agreement as set forth above are complied with.
12.10 Lessee Mortgagee's Consent to Amendment, Termination or
Surrender. Notwithstanding any provision of this Agreement to the contrary, the Parties agree
that so long as any Lessee Mortgage remains outstanding and Landowner has been notified in
writing of such Lessee Mortgage, this Agreement shall not be modified or amended prior to
expiration of the Term of this Agreement, without the prior w=ritten consent of the Lessee
Mortgagee holding such Lessee Mortgage. This provision is for the express benefit of and shall
be enforceable by each Lessee Mortgagee as if it were a party named in this Agreement.
13. Default.
13.1 Event of Default. With respect to Landowner or Lessee (each a"Party"),
an event of default("Event of Default") shall exist under this Agreement if:
(a) such Party fails to pay any amount within ten (10) business days
after receipt of written notice that such amount is past due;
BTM 767584v2 19
(b) such Party is in breach of any representation or warranty set forth
herein or fails to perform any material obligation set forth in this Agreement and such breach or
failure is not cured within sixty (60) day. after notice from the non-defaulting Party; provided,
however, that if the breach or failure is such that it cannot be cured within such sixty (60) day
period using commercially reasonable efforts, the cure period shall be extended so long as the
defaulting Party is diligently pursuing such cure; and further provided, however, that the cure
period shall be extended by the number ofdays during which the defaulting Party is prevented
from taking curative action solely by Force Majeure(as defined below)if the defaulting Party had
begun curative action and was proceeding diligently, using commercially reasonable efforts, to
complete such curative action;or
(e) such Party files a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law or statute of the United
States of America or any State,district or territory thereof,and such petition is not dismissed within
sixty (60) days.
13.2 Remedies. Upon an Event of Default by one Party, subject to the rights of
any Lender,the other Party shall have the right,but not the obligation,to terminate this Agreement,
in part or in whole as to the Property,with respect to all obligations arising after the effective date
of such termination (other than payment obligations relating to obligations arising prior to such
termination). The defaulting Party shall be liable to reimburse the non-defaulting Party for such
non-defaulting Party's expenses and costs relating to such default (including, but not limited to,
reasonable attorney's fees).
13.3 Cumulative Remedies. Subject to the other terms and conditions of this
Agreement, each Party shall have all rights and remedies available at law and in equity for any
breach of this Agreement by the other party.
14. Condemnation; Casualty.
14.1 Entire or Partial Termination. If the whole or any part of the Property shall be
taken or condemned, Lessee shall have the right, in its sole and absolute discretion, to either (i)
terminate this Agreement, without penalty, or (ii) in the event of a taking of less than all of the
Property, continue under this Agreement with respect to the portion of the Property not taken.
Lessee reserves the right to claim and prosecute its claim for any award or damages based upon
loss, damage or injury to its leasehold interest(as well as relocation and moving costs), the Solar
Power Facilities and other property interests of Lessee in and to the Property. If applicable law
allows or requires the recovery or award from the condemnor to be paid into a common fund or to
be paid to Landowner only, and if such recovery or award is so paid into a common fund or to
Landowner only, then the recovery or award so paid shall be apportioned between the patties
according to the value of their respective property interests as they exist on the date of the
condemnation, giving due consideration for the number of years remaining in the term and the
condition of the Solar Power Facilities and improvements. If the recovery or award from the
condemnor is paid into a common fund or paid to Landowner only,then the Lessee shall be entitled
to that portion of such award given for the value of the Solar Power Facilities,Except for Lessee's
BTM 7675842 20
leasehold interest in the Premises(that will be apportioned in accordance with this Section),Lessee
shall not be entitled to share in any separate award made to Landowner for the value of any land
II
owned by Landowner which is the subiect of the to ing. Landowner shall not be entitled to share
in any separate award made to Lessee for the va ue of the Solar Facility. Lessee's relocation
expenses, and Lessee's other expenses. The provisions of this Section shall survive any
termination of this Agreement.
14.2 Insured Casualty. If the Solar Power Facilities are partially or totally
destroyed by fire or any other peril.Lessee shall have the right, in its sole and absolute discretion,
to either (i)terminate this Agreement without any payment to Landowner, in w=hich event this
Agreement shall cease and terminate as of the date of such notice, or (ii)repair the damage. If
Lessee elects to reconstruct the Solar Power Facilities, Operations Period Rent and all other
amounts due under this Agreement shall abate in proportion to the degree to which Lessee's use
of the Property is impaired until such time as the reconstruction of the Solar Power Facilities is
completed. Upon termination of this Agreement pursuant to this Section 14.4, an equitable
adjustment shall be made concerning any payments made by Lessee to-Landowner.
15. Miscellaneous.
15.1 Force Maieure. 1f performance of this Agreement or of any obligation
hereunder is prevented or substantially restricted or interfered with by reason of an event of Force
Majeure(defined below),the affected party,upon giving notice to the other party,shall be excused
from such performance to the extent of and for the duration of such prevention, restriction or
interference. The affected party shall use commercially reasonable efforts to avoid or remove such
causes of nonperformance and shall continue performance hereunder whenever such causes are
removed. "Force Majeure"means fire,earthquake,flood or other casualty or accident;strikes or
labor disputes; war, civil strife or other violence; any law, order, proclamation, regulation,
ordinance,action,demand or requirement of any government agency or utility;or any other act or
condition beyond the reasonable control of a party hereto.
15.2 Confidentiality. Landowner shall maintain in the strictest confidence all
information pertaining to the financial terms of or payments under this Agreement.
Notwithstanding the foregoing, Landowner may disclose such information to (a)Landowner's
lenders, attorneys, accountants and other personal financial advisors solely for use in connection
with their representation of Landowner regarding this Agreement, (b)any prospective purchaser
of the Property who has a made a w=ritten offer to purchase or otherwise acquire the Property that
Landowner desires to accept or (c)pursuant to lawful process, subpoena or court order requiring
such disclosure; provided, that Landowner in making such disclosure advises the party receiving
the information of the confidentiality of the information and obtains the written agreement of said
party not to disclose the information, which agreement shall run to the benefit of and be
enforceable by Lessee;provided, further,that with respect to(c),Landowner shall promptly notify
Lessee of the lawful process,subpoena or court order and afford Lessee the opportunity to contest
same. The provisions of this Section 15.2 shall survive the expiration or earlier termination of this
Agreement.
BTM 767584,,2 21
15.3 Successors and Assigns. The Agreement shall burden the Property and
shat run with the land. This Agreement shall inure to he benefit of and be binding upon
Lantowner and Lessee and, to the extent provided in an assignment or other transfer under
Section l 1 hereof,any Permitted Assignee,and all of their respective heirs,transferees,successors
and assigns, and all persons claiming under or through them.
15.4 Memorandum of Lease. The Parties agree that this Agreement shall not
be recorded, but the Parties shall execute and Lessee may record a Memorandum of Lease in the
form attached hereto as Exhibit D. Lessee may record an updated memorandum when the legal
description of the Leased Premises is finalized. Landowner hereby consents to the recordation of
the interest of any Permitted Assignee in the Property. Upon expiration or earlier termination of
this Agreement, Lessee will execute and record a termination of such memorandum.
15.5 Notices. All notices or other communications required or permitted by this
Agreement,including payments to Landowner,shall be in writing and shall be deemed given when
personally delivered, or in lieu of such personal service, five (5) days after deposit in the United
States mail, first class, postage prepaid, certified, or the next business day if sent by reputable
overnight courier,provided receipt is obtained and charges prepaid by the delivering party. Any
notice shall be addressed as follows:
If to Landowner: If to Lessee:
SIZE Solar Origination 2,LLC
Attn: Legal Department
1515 Wilson Blvd, Suite 300
Arlington, VA 22209
Email: legal@srenergy.com
If to anv Permitted Assignee:
At the address indicated in the notice to
Landowner provided under Section 11.1 hereof.
Any party may change its address for purposes of this paragraph by giving written notice of such
change to the other parties in the manner provided in this paragraph.
15.6 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between Landowner and Lessee respecting its subject matter. Any agreement,
understanding or representation respecting the Property, this Agreement, or any other matter
referenced herein not expressly set forth in this Agreement, or in a subsequent writing signed by
both parties,is null and void. This Agreement shall not be modified or amended except in a writing
signed by both parties.
BTM 767584v2 22
I
15.7 Leal Matters.
15.7.1 This Agreement shall be governed by interpreted reted in accordance
� P
with the laws of the State. If the parties are unable to resolve amicably any dispute arising out of
or in connection with this Agreement,they agree that such dispute shall be resolved in the State
court located in the county in which the Property is situated.
15.7.2 TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED
TO BE EXECUTED IN CONJUNCTION HEREWITH. THIS PROVISION IS A MATERIAL
INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING INTO THIS AGREEMENT.
15.7.3 IT 1S EXPRESSLY UNDERSTOOD AND AGREED TIIAT
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND
NOTWITHSTANDING ANY APPLICABLE LAW TO THE CONTRARY, THE LIABILITY OF LESSEE
HEREUNDER (INCLUDING ANY SUCCESSOR TO LESSEE) AND ANY RECOURSE BY LANDOWNER
AGAINST LESSEE SHALL BE LIMITED SOLELY AND EXCLUSIVELY TO THE INTEREST OF LESSEE IN
AND TO THE SOLAR POWER FACILITIES, LESSEE SHALL NOT HAVE ANY PERSONAL LIABILITY
THEREFOR, AND LANDOWNER HEREBY EXPRESSLY WAIVES AND RELEASES SUCH PERSONAL
LIABILITY ON BEHALF OF ITSELF AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER
LANDOWNER.
15.7.4 In the event that either Landowner or Lessee fails to perform any of
its obligations under this Agreement or in the event a dispute arises concerning the meaning or
interpretation of any provision of this Agreement,the defaulting party or the party not prevailing
in such dispute, as the case may be, shall pay any and all reasonable costs and expenses incurred
by the other party in enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable counsel fees, including any such amounts incurred on appeal or in
enforcing a judgment.
15.8 Partial Invalidity. Should any provision of this Agreement be held in a
final and unappealable decision by a court of competent jurisdiction to be either invalid, void or
unenforceable,the remaining provisions hereof shall remain in full force and effect and unimpaired
by the court's holding
15.9 Counterparts. This Agreement may be executed with counterpart
signature pages and in duplicate originals, each of which shall be deemed an original, and all of
which together shall constitute a single instrument.
15.10 Drafting_Interpretations. Preparation of this Agreement has been a joint
effort of both the parties and the resulting document shall not be construed more severely against
one of the parties than against the other.
sTM 7675942 23
15.11 Time of the Essence. Time is of the essence with respect to the
performance of all obligations to be performed or observed by the parties under this Agreement.
I
[Signature page follows.]
BTM-767-84v2 24
IN WIJ"T%,TESS WHEREOF, Landowner and Lessee have caused this Agreement to be
executed and delivered b their duly authorized representatives as of the Effectiv I Date.
LESSEE: SRE Solar Origination 2,LLC,
a Delaware limited liability company
By:
Name:
Title:
LANDOWNER:
a
By:
Name: U5*co* A ezp� e
Title-
BTM 767584v2 25
EXHIBIT D
MEMORANDUM OF LEASE
1 !�
This Memorandum of Lease is entered into on thIis 11--day of Ja(\
2021 by and between , having a mailing address of
(hereinafter referred to as "Landowner") and SRF-, Solar Origination 2,
LLC, a Delaware limited liability company,having a mailing address of 1515 Wilson Boulevard,
Suite#300,Arlington, VA 22209 (hereinafter referred to as"Lessee").
1. Landlord and Tenant entered into a certain Solar Lease Agreement(the"Agreement")
on the —day of 2020, for the purpose of installing, operating, maintaining and
decommissioning a solar-powered electric generation facility("Solar Facility")and easements for
access and servicing the Solar Facility as set forth in the Agreement. Capitalized terms used herein
but not defined shall have the meanings ascribed in the Agreement.
2. The Agreement includes a Development Period effective from the date of the
Agreement and for 550 days with options to extend. The Operations Period will be twenty-five
years commencing on the effective date of written notification by Lessee to Landlord of the start
of the Operations Period,with options for two(2)periods of five(5)years each to renew,and then
up to 180 days to decommission the Solar Facility.
3. The portion of the land within which the Leased Premises where the Solar Facility
and the supporting easements will be located is described in Exhibit 1 annexed hereto.
4. This Memorandtml of Lease is not intended to amend or modify, and shall not be
deemed or construed as amending or modifying, any of the terms; conditions or provisions of the
Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the
provisions of this Memorandum and the provisions of the Agreement, the provisions of the
Agreement shall control. The Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, successors, and assigns, subject to the provisions of the
Agreement.
SRI,Solar Origination 2, LLC, LANDOWNER
a Delaware limited liability company
Bv: By
Its: Manager Name:
Title: cry.Oc, -ut 5a r
BTM 767584%,2
Tenant Acknowledgment
STATE OF )
ss
COUNTY OF )
On , 2020, before me, a Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence
to be the persons)whose name(s)is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his./her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of the Notary Public
(Seal)
BT.br.767584v2
Landowner Acknowledgment
STATE OF nowuner }
) ss
COUNTY OF bUjNt )
On -�0-0.l9 , 202$ before me, L11m M,S &VL* a Notary Public, personally
appeared CXM-
(I PL'_I.j who proved to me on the basis of satisfactory evidence
to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of_Aelx). U(ft that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. p
IAO I^-
Signature of the Notary Public
LAUREN M.STANDISH
Notary Public-State of New York
No.01 ST6164008
tlualified in Suffolk county
Commission Expires April 9,2023
(Seal)
BTM-7675842
SUMMIT RIDGE
ENERGY
► Exhibit C: PVWatts Simulatio� Results
24
EMN MEN=
RESULTS 6,921 ,186 kWh/Year*
S �Ip qy range Porri 6 7b8,538 t(-,-7095-599 kWh Fier yea,near this focatron.
y, wn-eputm.
Month -Ion AC 'Energy Value
epm-�.nw- w Mon Solar Radia
nftft.,mp Is Fv twm�le,F,
.0, kWh 1 M2/day) kWh) (s)
16"olentW--
'-fomg-V rw"Ae5,;,b NRft aro'o-ate
January 3.25 421,968 80,300
Zeef,-o to6 wd,iS t,Wl 51/mill,A-"w,
,4o(A at-A"INIM Ifel that a I,,,f,
mar=ffe--e ml corvex ne—le,w,of tv February 4.04 452,038 86.023
sy3tL,%
Thn exppd� tq-w of X"eam of March 5.35 643,314 122,423
'ed�lc`daza�',t`L Gje,
11WfvWd to,-,mv-ce zp ane nton of April 6.12 691,370 131,568
'13=1 yon m,Mt 34e F'of rov2
11(11rra�,01,r ese"f-r fo tns m,-L m"c'T
The rrru:Ef,,q May 6.20 713,020 135,688
June 6.31 698.120 132,852
Dfd Wx The rqf,;
July 6.41 711,474 135,393
try ttv Ndxla Ravmalke
CtA51':, wt,,m s
A41 dm-v Foe S�w,,L, August 6.21 686,798 130,698
-Allantefur d�a CS
0-fwr-,w,of L"c,3" "j ,,,I,,
ro�4��vll'r� September 5.68 618,848 117,767
'-Mo r"'UNREVAUMNCE October 4.27 509,429 96,944
to.tyzd M We
WNt ,y V W, wmer w"mtr"o to
of promotc wy er"Ajq,, November 3.48 412,548 78,508
OseS ttW 0OC,`1ftL!ALLMr1 1111
natp,ow�- December 2.84 362,260 68,938
lt�KAeAnnual 6,921,187 S1,317,102
ve'qf�' of t.2 p',�
A(A'45' IM CLAN OR DEMAND,ANLocation and Station Identification
11,C11jrj-1,FC FzSkW:AWE Arf0RNLV5 1-1 1- — . - - - -11 -- - - - - - - I, -
-IZ6,RLATM rO WOOR use RWANCE,
OR AW-10'j OP T4,MODEL rOP ANY Req
V1HA1uested Location 11935,USA
S0V,&R IiiC MCDL-G.',S
PROMED U DOSj%Pr411%UAN1E'AS IS' Weather.Data Source Lat,Lon:41.01,.72.5 1.0 mi
ANG ANY RNM OR
VVAkWML, MOWING 51;T Nfj-
JKTFO TO TK MPLIED 4ARRAN(ILS 01 Latitude 41,01*N
11�,ZCHAVK,-M AND HINESS FOR A
IARMU-AR NAPD5= ARE EXPRE-3S-Y
DYX UNLO IN NC WENT 5,tALL Longitude 72.5*W
X[,Nnt'A-'UAN'-f,SE L146,E-<',R AM
S;-=A wm--T OR CO tSEQi:cr.TLht
041AUS OR MIF rAMACES WKITSOENTR, PV System Specifications(F-esidential"
MKIWD'.P4 F"T Nat umpz[)f3 CLA!"-s
A`+SOCIATII:j W1 T11 M_LOSS Or JATA OR
PrOFI-11;' t'Y0i VIM ROM ANY DCS ystem Size 4857 kW
AU.0N IN COMPACT. NEIGLIUNcr Of,
Of-(NI IN TjF b,;P,CR Module Type Standard
ire 'refry "Vjt rare ,s wX,1 Array Type Fixed(open rack)
4N frr mwpy,and js 3noaneac to P",de Array Tilt 25'
a, -Mloatl"I ol"w Wsb'e '41wrap,,�ra
F"',d(,R,
Array Azimuth 180*
System Losses 14.08%
Inverter Efficiency 96%
DC to AC Size Ratio 1.39
Economics
Average Retail Electricity Rate 0.190$jkWh
Performance Metrics
Capacity Factor 16.3%
SUMMIT RIDGE
F N F RG7Y
Exhibit D: Bidder Attestation
25
SECTION C
TOWN OF SOUTHOLD
Request for Proposals for the Leasing of the Cutchogue Landfill Property for the
Development,Construction,Operation and Maintenance of Renewable Energy System,
Including Battery Energy Storage and/or Solar Photovoltaic Systems
CONTRACTOR BID FORM
1.0 GENERAL BID STATEMENT
TO: TOWN OF SOUTIIOLD
STATE OF NEW YORK
5-3095 MAIN ROAD
SOU`I'HOLD,NEW YORK 11971
Gentlemen:
The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation,
including notice to bidders,bid bond, sample operating agreement,performance bond,
certificates of insurance, general conditions,bid specifications, and addenda,has familiarized
itself with the sites of work, and hereby proposes to furnish all necessary services, permits,labor,
materials,equipment,vehicles,and tools required to perform and complete the work in strict
accordance with all of the bid documents written by or on behalf of the Town of Southold for
this project.
The undersigned Bidder agrees to abide by all conditions stated,intended, implied both
particularly and generally by the terms of this Bid Solicitation,the Agreement to be provided by
the Town,and the unit price Bid herein stated.
1. The Undersigned Bidder also agrees as follows:
FIRST: If this bid is accepted,to execute the Agreement and furnish to the
Town a satisfactory performance bond,and notification of insurance within ten(10)
calendar days.
SECOND: To begin the process of approvals for the contemplated project proposed on
the commencement date of any Agreement awarded hereunder.
THIRD: To pay the Town any and all damages it may incur as a result of the
Contractor's failure to perform all acts necessary to the execution of the Agreement as
provided in the Bid Solicitation.
FOURTH: During the performance of this Agreement,the Contractor hereby
agrees as follows:
a. The Contractor shall not discriminate against any emplolee or applicant for
mployment because of age,race, creed. color, sex, sexual orientation,marital status,
national origin. or physical disability.
b. The Contractor shall comply with the provisions of Sections 290 through 301 of the
Executive Law, shall furnish all information and reports deemed necessary by the
State Commission for Human Rights under these nondiscrimination clauses and such
sections of the Executive Law,and shall permit access to his books, records,and
accounts by the State Commission for Human Rights,the Attorney General, and the
Industrial Commissioner for purposes of investigation to ascertain compliance with
these on discrimination clauses and such sections of the Executive Law and Civil
Rights Law,
c. This Agreement may be forthwith cancelled,terminated, or suspended, in whole or in
part,by the Town upon the basis of a finding made by the State Commission for
Human Rights that the Contractor has not complied with these nondiscrimination
clauses.
d. No laborer, workman or mechanic in the employ of the Contractor or subcontractor
shall be permitted or required to work more than eight hours in any one calendar day,
or more than five days in any one week except as otherwise provided in Labor Code
Section 220.
e. The Contractor shall include the provisions of clauses(a)through(e)in every
subcontract or purchase order in such a manner that such provisions will be binding
upon each subcontractor or vendor as to operations to be performed within the State
of New York.
FIFTH: By submission of this bid. the Bidder and each person signing on behalf
of any Bidder certifies,and in case of a joint bid each party thereto certifies as to
its own organization,under penalty of perjury that to the best of his knowledge
and belief.
a. The prices in this bid have been arrived at independently without collusion,
consultation, communication,or agreement for the purpose of restricting competition.
b. Unless otherwise required by law, the prices which have been quoted in this
bid have not been knowingly disclosed by the Bidder and will not knowingly
be disclosed by the Bidder prior to opening.
c. No attempt has been made nor will be made by the Bidder to induce any other person,
partnership,or corporation to submit or not to submit a bid for the purpose of
restricting competition.
2. The undersigned also declares that it has or they have carefully examined the Bid
Solicitation requirements and sample operating agreement and that it has or they have
personally in$pected the actual location of work,together with the local sources of
supply,has o' have satisfied itself or themselves as to all the quantities and conditions,
and waives all rights to claim any misunderstanding, omissions or errors regarding the
same which such inspection and observation would have disclosed.
3. The Bidder has completed the Contract Bid Form in accordance with these bid
requirements.
The undersigned hereby submits the following prices bid for the leasing of the Cutchogue
Landfill Property for the development, construction, operation and maintenance of Renewable
Energy Systems, including but not limited to battery energy storage and/or solar photovoltaic
systems.
SIGNATURE BLOCK
The undersigned hereby submits the foregoing to furnish the services as described in this
solicitation:
100 Church Street,Suite 800
Bidder: Summit Fridge Energy,LLC New York,NY 10007
.Firm-Corporation Address
By:
March 31,2020
Signature-Authorized Representative Date
Print:
Brian Dunn
SUMMIT RIDGE
ENERGY
Exhibit E: Conceptull Site Plan I
26
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CONCEPTUAL LAYOUT 6155 COX LN
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Summit Ridge Ener — Your Experienced Renewable Ener Partner u^T� �
g Energy p Energy ' RGGY
SRE is an experienced solar and energy storage developer based in Arlington, VA with offices in New
York City and Chicago. Founded in 2017, the company is managed by industry veterans and has
become one of the fastest growing community solar developers, quickly surpassing many established
organizations.
Proven Development Access to Capital Local Team with Full Battery
Track Record Storage Capabilities
In 2019, SRE structured a
Since its launch in 2017,through joint venture partnership SRE has more than 40 full-time
self-development and acquisition with Hannon-Armstrong employees covering engineering,
efforts,SRE has amassed a portfolio Sustainable Infrastructure sales, development, construction
of over 300 MW of community solar (NYSE: HASI), called management, and finance. SRE is
projects and 150 MWh of battery Summit Ridge Capital,to developing numerous battery
storage projects in multiple U.S. finance its community solar storage projects on the North Fork
markets. It is now expanding its portfolio in targeted U.S. of Long Island and has offices in
development of stand-alone energy markets. New York City
storage projects in NY.
CONHMN i fAL-LTO NO f RPRODULE OR RELAST'RIBU I L 2
Landfill Solar Development Expertise ��
E1 E ��
SIRE has extensive experience developing solar on former landfill sites: its team has
developed and financed numerous municipal solid waste fills in Massachusetts in
former roles, and the Panorama rubble landfill in Prince George's County, Maryland.
• • • • •• •
• 0
•
stem=Size 1:75 64 1:79 MW. ;2.70 MW, 4.698 MW - ..'" '
� 6.60 MW
System Type Ground mount,ballasted Ground mount,ballasted Ground mount,ballasted Ground mount,ballasted Ground mount,pile-driven
Location New Bedford,MA' Websfei;MA Pembroke,MA 5-B�dct on,MA » ` Fott Washington,MD
Landfill Type Remediated EPA Municipal Solid Waste Municipal Solid Waste Municipal Solid Waste Rubble(Type III)
Superfund Site
;,Co-Developer and" �° r
SRE Role Co-l)eveioder and_Finanpler �°. Developer gip, bevel per Co Deve�o �r
Financier
Year 2015 2015 2017 2017 2019
Completed
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Recent Summit Ridge Energy Solar Projects
S61�ITRI'66GE
ENERdY'
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2.7 MW IL community solar 3.8 MW MID community solar 1.1 MW MID roof-mounted
project; first to achieve project in BGE territory community solar project
energization in Ameren territory (November 2019) (August 2020)
(June 2020)
4
V
Summit Ridge Energy Development Approacha �M,
Due Diligence: attention to detail and thoroughness
Transparency: SRE will be an honest, reliable partner for the Town in realizing its
renewable energy goals
Problem-solving: SIRE understands the complexity of developing a landfill `solar array
and has a track record of troubleshooting to get, over hurdles
Long Term Owner-Operator: we finance Community Solar through our fund, Summit V.,r
Ridge Capital, and serve as the owner/operator for the system's useful life. You will y:
only have one company to deal with — not a chain of handoffs and new faces.
Community Solar 101
Bitt Credit FlLo
Off-site solar arrays are built on land or
rooftops leased by Summit Ridge; lessor Solar SuPpG!J
collects rental income energy w unchanged
3
_® Each subscriber executes an agreement
with Summit Ridge to purchase solar -
it
bill credits
Solar bill credits are delivered by local 'PC gme its to,
utilities as monetary credits to offset mrvii
customer bill charges
swam
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By aggregating systems across
AMP multiple markets, SRE provides
thousands of customers with monthly
electricity savings
6
How We Designed the Solar and Battery Storage System
fffgERG �
• Real Design: Topology map was provided by Town's Engineer L.K. McLean Associates. SRE not
proposing installing on slopes above 10%. SRE vetted its design with its racking company, Solar
Flex Rack. We can build the system as proposed.
• No Disturbance: Our design avoids the waste and mulching activities on site — minimal disturbance
to the Town
• Landfill Integrity: SRE will coordinate with the New York State Department of Environmental
Conservation and its engineer to ensure the system does not impact landfill cap or venting system
• Utility: Vetted interconnection with PSEG-LI with pre-application report received on 1/23/2020
• Maximize Energy Production: SRE uses bifacial solar modules and a battery storage system to
maximize production and maximize rent for the Town
• Low-Risk: SIRE proposal does not depend on a web of incentives and aggressive assumptions. We
are confident with our bid and can deliver the same rent payment even if Long Island`s battery
storage incentives disappear
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Solar System Design `�^GE
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Ballasted Solar Array'. 3,500 kWac 4,857 kWdc
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Solar System Design
SUMMIT RIDGE
ENERGY'
Ballasted Racking Examples
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Battery Storage System Design -
VMMIT-RIDGE
ENERGY
DC-Coupled Battery Storage System- 1 MW 4 MWh
1 211111
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Battery is charged 100 by the solar
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n ��"y a� �� R�z �, -1 ;
arra and firms the output of the solar » ;y � � � ", 3-� sa� , �° � � ;�� t
system
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Battery storage is located in a s pp g :V 1% , �� � " ::
container placed off of the landfill cap 'Ilk "� M � � x°,4,1� �z P �. 27
Enclosure built to National Fire t= 40
�
•
v
Protection Act (NFPA) and UL 1741 `
will include fire detection v
and suppression equipment v.
standards and � �3 � � _ �
:�
• SIRE to choose a technology vendor with
a track record in NYS and an investment-
rade warranty "
• SRE is currently developing battery
storage systems in Southold,
Brookhaven and Riverhead
10
Summit Ridge Energy Offer
SPNMIT PjDGE
ENERGY:
35-year Option to Lease Agreement
Option Payment $ 81000 / year
Option Period 2 years
Land Lease.Rate $ 335,000 / year
Annual Escalator 1 .5 %
Lease Term 25 years with two 5-year
extensions
35-Year Cumulative
Lease Revenue $ 15,273,349
11
Next Steps Upon Award & Timeline
SVeM4IT,'RI'I%D',
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SRE will move quickly to lock in incentives
Submit for
interconnection
with PSEG-LI Submit designs
to NYSDEC and
Southold Negotiate
Planning Board Option to Lease Once permits
agreement with and the PSEG-LI
the Town Agreement is
in-hand, SIRE
can reserve
NYSERDA
incentives
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SSG~�Ihas not�'cornrr� :, gr w »_ ,,» g
P tted to renew�n ti e,�5 cerit/�C1111°° £Communitty, Cfed� b.e on=d.2020.
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