HomeMy WebLinkAbout04_YB_Appx 04-A_Proof of Land Interest2023-00414 01/18/2023 01 :23:55 PM
MEMORANDVM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of Se,ptc.A .be. ~ . 20~ by and between:
Norman Benson, 854 Pleasant Valley Road, Groton, NY 13073 (referred to herein as "Owner") and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company with an address of 2045 Lincoln Highway.
Edison, NJ 08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
Sc?~ b~i-'l, . 20Qlmless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby Incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator. or its successors. or assigns of a notice of exercise. whereupon all the easements and rights that
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
2023-00414 01/18/2023 01 :23:55 PM
Immediately become effective and binding upon the Property and Owner, all tucceulve owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and Its 1ucuuort and
assigns.
[Signature pages follow.]
2023-00414 01/18/2023 01 :23:55 PM
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Yellow Barn Solar, L~
£_:___ 't ·nr ~
Name: Eric Millard
Title: Chief Commercial Officer
Signed~aled and d~
This~ day of Se . , . 202~
in the presence of:
Unofficial Witness
Notarization of Authorized Yellow Barn Solar Signature
STATE OF N.£U --S--us-i11
couNTY OF M • Jo! bx
On the V day of S-&d,u in the year 2..PLJl before me, the undersigned, a Notary Public in
and for said State, personally appeared En.l<. rY1 l ½<""2-Q personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individuai(s) acted, executed the document.
PHILIP J. FELTZ
NOTARY PUBLIC Of NEW JERSEY
Comm., sooem.-
My CofflmlNlon &pns 112M02,4
2023-00414
Title: Owner
Signed, sealed and delivered
ThisEL_dayof ,4 ,-,u,;r ,202~
in the presence of:
6/~
Unofficial Witness
01/18/2023 01 :23:55 PM
Notarization of Authorized Owner Signature
STATE OF NE;'N I f"I<
COUNTY OF ::J>\'IA pvihl:5
On the~ day of Aul!,!Xn'. in the year~ before me, the undersigned, a Notary Public in
and for said State, personally appeared J»ic.i ~ ~IJ J 11oA personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me tha@'she/they executed the same I
@,er/their capacity(ies), and that by@her/their signature(s) on the instrument, the individual{s), or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
~t/4·~
Notary Public
MELODY A. SCHEFFLER
Notary Public, State of New York
Reg. No. 01 SC6013707
OuaH/ie_d in Tompkins County
Comm1ss1on Expires 09-28-20~
2023-00414 01/18/2023 01 :23:55 PM
OWNER Nonna n ~ol'l /HJ &~ '6 WPiM
Name: Norman Benson, by Fran Wells as P~.Jer of Attorney
Title:
PoA
[All owners, such as both husband and wife, must sign and be listed as Owner (s) or Joint Owners. Marital
status, and any manner in which title is held, such as in trust or by corporation or partnership, also must
be stated.]
Signed, sealed and delivered
This J!/_ day of 4:, ef . 202!2.
'~
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF ~ lfQf<
COUNTYOF7oMlll<ll,\~
On the ~ day of ~ in th~ear ~ before me, the undersigned, a Notary Public in
and for said State, personally appeared ~NCE.-<, ".ib-\rku,.,S,J ToA personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he@they executed the same I
his€rftheir capacity(ies), and that by his~their signature(s) on the instrument, the individual{s), or
the person upon behalf of which the individual(s) acted. executed the document.
Notary Public
Mi=LUui A. SChffFLE:R
Notary Public, St0te of New York
Reg. No. 01SC6013707
QuaPfied in Tompkins County
Commission Expires 09-28-20~
2023-00414 01/18/2023 01 :23:55 PM
DESCRIPTION OF PROPERTY
The Property consists of Parcel number 33.-1-24.2, approximately 142 acres located in the Town of
Groton, NY and more properly recorded in deed Volume 463, Page 996 in the Tompkins County Clerk's
office; and
Parcel number 33.-1-20.2, Approximately 100 acres located in the Town of Groton, NY and more
properly recorded in Deed Volume S03, Page 359 in the Tompkins County Clerk's office;
As shown approximately in the aerial maps below
Parcel 33.-1-24.2
Parcel 33.-1-20.2
RETURN TO :
YELLOW BARN SOLAR , c /o Eruc MILLARD, 2045 LINCOLN HIGHWAY, EDISON, NY 08817
TRANSMISSION EASEMENT AGREEMENT
Underground Transmission Lines
This Transmission Easement Agreement ("Agreement") dated as of 3v. \_'\ l ~ ~ , 2022 (the
"E ffective Date"), is entered into by and b etween Douglas Benson, an individual, with an address
of 264 Cobb Street, Groton, NY 13073 (the "Owner"); and Yellow Barn Solar , LLC, a Delaware
Limited Liability Company (together with its successors and assigns, "Developer"), whose
address is: 2045 Lincoln Highway, Edison, NJ 08817.
RECITALS
A. Owner owns the real property located in the town of Groton , Tompkins County,
State of New York, more particularly described on Exhibit A attached hereto ( the "Property").
B. Developer is developing energy generation facilities (the "Solar Facilities") on
properties located in the vicinity of the Property (the "Project").
C . Developer desires to obtain (i) a non-exclusive easement for purposes of installing
underground transmission lines and related facilities , to serve one or more phases of the Project,
for the transmission of electricity across certain portions of the Property, (ii) a temporary
construction easement over additional portions of the Property for purposes of constructing ,
repairing and maintaining such lines and facilities, and (iii) an access easement to and from the
Solar Facilities and Transmission Facilities (as hereinafter described), and the related rights
described herein .
D. Owner is willing to grant such easements on th e terms and conditions set forth in
this Agreement
AGREEMENT
NOW THEREFORE, for good and valuable consideration , the sufficiency of which is
hereby acknowledged, Owner and Developer agree as follows :
1. Grant and Description of Easements.
1.1 Grant of Easement for Transmission Facilities. Owner hereby grants and
conveys to Developer a non-exclusive easement (the "Transmission Easement") on, in , along,
over , across and under the Property , in the locations generally described on the attached Exhibits B
and B-1 (the "Easement Areas"), for the purposes of surveying, conducting studies (including but
not limited to cultural surveys , environmental studies, and geotechnical studies including soil
1
borings), erecting, cons tru cting, re placing, relocating, improving , enlarging, removing, inspecting,
maintaining, operating, repairing , using , and allowing underground electrical transmission and
related communications lines and cables, wires, conduit, circuit breakers and transformers , and any
and all necessary and proper facilities, fixtures , and additional equipment any way related to or
associated with any of the foregoing for the transmission of electrical energy (collectively,
''Transmission Facilities"), together with the Appurtenant Rights referenced below. The rights
granted herein by Owner do not include the right to construct substation facilities upon the
Easement Areas.
1.2 Other Appurtenant Rights. In addition to the foregoing, Developer is
hereby granted, and shall have, the following related rights necessary or convenient for
Developer's use of the Transmission Easement (the "Appurtenant Rights"):
(a) the right of ingress to and egress from the Transmission Facilities
(whether located on the Property, on adjacent property or elsewhere). over, along and through the
Property for the purpose of constructing, repairing, maintaining or removing the Transmission
Facilities;
(b) the right to enter the Property for the purpose of surveying and
conducting studies (including but not limited to cultural surveys, environmental studies, and
geotechnical studies including soil borings) in connection with such Transmission Facilities;
(c) the right to permit the installation, placement or attachment to the
Transmission Facilities within the Easement Areas;
(d) the right to clear and to keep clear the Easement Areas free from any
buildings, fencing (notwithstanding the foregoing, Owner has the right to install fencing for
farming and grazing purposes or boundary line purposes, provided that Developer may temporarily
remove such fencing to exercise its rights hereunder), equipment, brush, combustible material and
any and all other new structures, and obstructions of any kind, and the right to trim or remove
brush, trees or other hazards on the Property which, in the reasonable opinion of Developer, may
interfere with Developer's exercise of its rights hereunder;
(e) the right during periods of construction of the Transmission
Facilities (and during periods of any repair or replacement thereof) to use the additional areas of
the Property described on Exhibit B as the "Temporary Construction Laydown Area" for the
storage of equipment and materials, the staging of construction work and the construction of
Transmission Facilities; and
(f) all other rights and privileges necessary and incidental to the full use
and enjoyment of the Transmission Easement for the purposes permitted in this Agreement.
1.3 Term of Easement. The term of this Agreement (the ''Term") is perpetual,
unless terminated pursuant to Section 3 below.
2. Payments for Transmission Easement.
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2.1 Compensation. As the consideration for this Agreement and the grant
of the Transmissi on Easement and other rights hereunder, Developer agrees to make payments to
Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be
included with this Agreement when recorded with the county recorder, and that so removing
Exhibit C prior to recording is intentional and does not in any way affect the validity of this
Agreement Owner acknm ledges and agrees that it shall not be permitted to sever the payments
under the Agreemen t., and shall not be permitted to assign payments due to Owner under the
Agreemen t to a third party without the consent of Developer. Upon the transfer of an interest in
the Property to an heir , legal representative , successor or assign, the payments hereunder (or the
proportionate share thereof) shall inure to the benefit of such party.
2.2 Crop Damages. The parties anticipate and acknowledge that Owner or
Owner's renters may suffer damage to crops, soil compaction, tile, fences, and other property or
impro ements on the Property during Developer's construction, installation, maintenance and
removal of Transmission Facilities on the Property, including but not limited to the Temporary
Construction Laydown Areas . Compensation for crop damage shall be [100% of Fair Market
Value in the year of such compaction (the "Crop Damage Payment'')]. The "Fair Market
Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the
date of such damage or destruction, and shall be calculated using conventional methods normally
used in the host county , such as by obtaining the daily price {$/bushel) and yield (bushels/acre)
from the nearest grain terminal. After construction is complete and payment of the Crop Damage
Payment. Developer shall not be responsible to pay Owner or Owner's renters any loss of income,
rent, business opportunities, profits or other losses arising out of Owner's inability to grow crops
or otherwise use the portion of the Premises occupied by Transmission Facilities. Following
construction , should an planted crops be disturbed by Developer, Developer shall re-seed the
Easement Areas with the appropriate crop in Owner's reasonable discretion. Should actions by
Developer prevent crops from being planted in the Easement Areas, Developer shall compensate
for the expected profits of the portion of crops that would have been planted within the Easement
Area up to a maximum of $100/acre, based on the Fair Market Value of those crops, less the
expenses that would be incurred from planting through sale for that portion of the crops.
3. Termination;Default
3.1 Tennination by Developer. Developer, its successors or assigns shall have
the right to terminate the Transmission Easement and this Agreement at any time upon written
notice to Owner in recordable form.
3.2 Termination by Owner for Default by Developer. Owner, its successors
or assigns shall ha e the right to terminate the Transmission Easement and this Agreement only if
(a) Developer fails to pa any monetary amounts owing hereunder when due (b) Owner notifies
Developer, its successors , assigns and Mortgagees (as defined below) of the default in writing via
(a} personal deli ery b commercial courier. (b) reputable overnight delivery service with proof
of delivery , or (c) ni ted States Mail, postage prepaid , registered or certified mail, return receipt
requested , hich notice s ets forth in reasonable detail the facts pertaining to the default and amount
owed to cure such defaul t. and (c) Developer , its successors , assigns , or Mortgagees have not cured
the default within se ent (7 0) days after Owner sends the written notice from Owner, or within
such longer period of time as is required to cure such default, so long as Developer, its successors,
3
as lgn s, or Morlgag c s dil lgc nll y pur ucs uch ur e to com pl etion . If Developer fails to make any
payment to wn r required of it hereunder when due, in terest s hall accrue on the overdue amount,
from the date due until th e date paid , at a rate equal to th e s um of two perce nt (2%) per annum plus
lh prim lendin g rate as from time to time may be publi s hed by The Wall Street Journal under the
"M oney Rate s" section , or in the event the prime lending rate from The Wall Street Journal is no
long r available, a si milar rate utiliz ed by national lending institutions ; provided that in no event
hall u h int ere t exceed th e maximum rate permitted by law (the "Interest Rate"). Payments due
to wn er und er ectlon 4 s hall be co ns idered overdue if not re ce ived with 15 days of the applicable
due elate .
3.3 Actions Upon Termination. Upon termination of this Agreement,
D evelop er s hall me a termination of this Agreement in the public records. Within twelve (12)
months after the ex plra tlon , surrender or termination of this Agreement, Developer shall remove
from th e Ease ment Areas (or such part thereof, as applicable) any Transmission Facilities owned,
installed or cons tru cted by D eveloper thereon and leave the surface of the Easement Areas free
from debris; provid ed , however, that Developer shall only be required to remove the same to the
grea ler of (a) forty -eight (48) inches below the surface of the land or (b) the depth (if any) required
by applicable law; and Developer shall have a continuing easement to enter the Property for such
purpo se during such twelv e (12) month period. If Developer fails to remove any of the
Transmission Facilities within the required time period, such Transmission Facilities shall be
co nsidered abandoned by Developer and Owner may remove the Transmission Facilities. In the
eve nt Owner removes such Transmission Facilities, Developer shall reimburse Owner for all
reasonable costs of removing those Transmission Facilities, less any salvage value received by
Owner, within thirty days after receipt of an invoice from Owner. In addition, if applicable,
Developer shall pay Owner a Crop Damage Payment as set forth in Section 2.2. For the avoidance
of doubt, should an annual payment as identified in Exhibit C become due following termination
of this Agreement, Developer shall pay such annual payment unless the Transmission Facilities
have be en completely removed and the Easement Areas restored and left free of debris.
4. Nature of Easement; Overburdening.
4.1 Easement in Gross. The easements and covenants contained in this
Agreement are intended to be easements in gross and shall run with the Property, but shall not be
appurtenant to any land owned or controlled by Developer. Owner agrees that the easements may
continue to be used for the purposes described herein for the benefit of any property owned, leased,
or otherwise occupied or used by Developer and Developer's successors, assigns, and tenants.
4.2 Abandonment. Except as provided in Section 3, no act or failure to act on
the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an
abandonment, surrender or termination thereof, except upon recordation by such holder of a
quitclaim deed specifically conveying the Transmission Easement back to Owner .
5. Assignment/Mortgage.
5.1 Right to Assign. Developer shall have the right, without Owner's consent,
to seU, convey. lease, transfer or assign all or any portion of the Transmission Easement. this
Agreement, or the Transmission Facilities on a nonexclusive basis , or to apportion. grant sub -
4
easements, co -easements, separate easements, leases, licenses or similar rights, however
denominated, to one or more persons or entities. Developer shall provide notice of any such sale,
conveyance, lease, transfer or assignment to Owner. Such notice shall include all pertinent contact
information of Assignee for Owner's benefit.
5.2 Right to Mortgage. Developer may, upon notice to Owner, but without
Owner's consent or approval, mortgage, collaterally assign, or otherwise encumber and grant liens
and security inlerests in all or any part of its interest in this Agreement, the Transmission Easement,
the Easement Areas and the Transmission Facilities (collectively, the "Transmission Facilities
Assets"), which security interests in all or a part of the Transmission Facilities Assets are
collectively referred to herein as "Mortgages" and the holders of the Mortgages, their designees
and assigns are referred to herein as "Mortgagees." Owner agrees to consent in writing to such
financing documents as may be reasonably required by Mortgagees in connection with any
financing of or involving the Transmission Facilities Assets. As a precondition to exercising any
remedies related to any alleged default by Developer under this Agreement, as described in Section
3.2, provided that Owner has been provided with the identity and contact information for any
Mortgagees, Owner shall give written notice of such default to each Mortgagee at the same time
it delivers the notice to Developer, specifying in detail the alleged default and the required remedy.
Each Mortgagee shall have the same amount of time to cure the default as to Developer's entire
interest or its partial interest in the Transmission Facilities Assets as is given to Developer and the
same right to cure any default as Developer or to remove any property of Developer or its assigns.
Developer may not mortgage, collateraJly assign, or otherwise encumber and grant liens and
security interests in Owner's interest in the Property.
6. Taxes.
6.1 Developer shall pay prior to the due date any property taxes levied or
assessed by any governmental authority related to the Easement, Transmission Facilities and the
rights granted under this Agreement. In the event that any taxes that are Developer's
responsibility hereunder are levied or assessed in the name of Owner as part of the real property
taxes payable by Owner, then Developer shall promptly reimburse Owner for Developer's
proportionate share thereof (as determined by the Parties in a fair and equitable manner) and
Owner shall promptly remit such payment to the relevant taxing authority. The tax obligation of
Developer hereunder is referred to as "Developer's Portion". If requested by either Party, the
Parties will use commercially reasonable efforts to have the Easement on the Property assessed
separately from Owner's interest in the Property. Developer shall also be responsible for any
increase in the amount of Owner's tax bills due to any change of use, improvements, permits
and/or change of zoning resulting from or relating to any of Developer's rights or interests w1der
this Agreement. Developer reserves the right to challenge any such taxes and assessments in the
name of Owner.
6.2 For any tax exempt program as defined in this Section that is in effect as
of the Effective Date, if Developer's activities under the Agreement or use of Owner's Property
causes any increase in the taxes assessed against Owner's Property or any larger parcel owned by
Owner (including liability for "rollback" taxes, interest and penalties for any tax exempt, tax
reduced, or beneficial tax programs including, without limitation, any (i) contract in connection
with the Conservation Reserve Program ("CRP Contract") created by Subtitle B -Conservation
5
Reserve of the Farm Security and Rural Inves tment Act of 2002, as amending Subchapter B of
chapter 1 of subtitle D of title XII of the Food Security Act of 1985; (ii) a New York State
D epartment of Environmental Conse rvation-approve d forest managemen t plan ("Forest
Management Plan") pursuant to New York State Real Property Tax Law § 480-a; or (iii) an
agricultural assessment program pursuant to the New York State Agricultural and Markets Law
("Agricultural Assessment")), Developer shall pay the entire amount of such increase in taxes
attributable to Owner's Property, together with any related interest or penalties, other than
interest and/or penalties arising from Owner's failure to timely provide Developer with a copy of
such tax bill .
7. No Interference. Owner shall not construct, install, or permit to be constructed or
installed, any improvements, fences (notwithstanding the foregoing, Owner has the right to install
fencing for farming and grazing purposes or boundary line purposes, provided that Developer may
temporarily remove such fencing to exercise its rights hereunder), structures, buildings, foliage or
vegetation , utility lines or other improvements of any type whatsoever upon, in, on, under or near
the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits
as set forth in this Agreement.
8 . Indem,Jlity . To the fullest extent not prohibited by applicable law, Developer shall
indemnify, hold harmless, and, at Owner's election, defend Owner and Owner's officers,
shareholders, affiliates, employees, tenants, guests and agents for, from and against any and all
claims, loss , damage, expense and liability for injury to or illness or death of any person, or injwy
to, loss or destruction of any property resulting from or arising out of the use or existence of the
Transmission Easement, or the conduct of Developer or any contractor, agent, employee , invitee ,
t enant or permitte e of Developer, or its successors and assigns.
9. Miscellaneous.
9.1 Land Preservation Practices. No topsoil is to be removed by Developer
from th e Property during the Easement Term or during removal following termination. Geotextile
fabric will be us ed under any laydown areas to ensure ease of removal at the end of construction
or decommissioning. Any tree stumps removed by Developer will be removed from the Property
or appropriately ground and spread as may be reasonable to temporarily stabilize soil during
cons truction. Any rocks disturbed during c onstruction will be neatly stockpiled in a location on
th e Property of Owner's choosin g . During construction, Developer will , at Owner's discretion ,
stockpile any timb er that is cut from the Property in a location on th e Property of Owne r 's
choosing , so long as th e location is outside the Ease me nt Areas or otherwise will not negatively
impac t th e in stall ation of th e Transmission Facilities , in D evelope r 's reason able dis cretion .
9.2 Complete Agreement. This Agreement is th e final a nd complete
agree ment between th e parti es concerning th e Transmission Eas ement.
9.3 Estoppel Certificates. Owner s hall execute es toppel certifica tes
(ceitifying as to truthful matters , including witho ut limita ti o n tha t no defaul t th e n exists und er this
Agreement , if s uch be th e cas e), consents to assignmen t and non -d isturbance agreements as
6
Developer or any Mortgagee may reasonably request at any time and from time to time , given that
Owner shall have up to thirty (30) days to review and execute any such document. Owner and
Developer shall cooperate in (a) amending this Agreement from time to time to include any
provision that may be reasonably requested by Developer or Owner or any Mortgagee to
implement the provisions contained in this Agreement or to preserve a Mortgagee's security
interest and (b) executing any documents which may reasonably be required by Developer or a
Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non-
disturbance from any Mortgagee with respect to Developer's interest in the Easement Areas.
9.4 Notices. Notices allowed or required hereunder shall be in writing and shall
be effective when served upon or personally delivered to the party to whom such notice is directed,
or, if mailed, two (2) days after such notice is deposited in the United States mail, certified or
registered, correct postage prepaid, and addressed to the parties at their respective addresses as set
forth above, or at such other address as such party shall notify the other party beforehand.
9.5 Attorney Fees. If an action, suit, or other proceeding is initiated to enforce
or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and
expenses incurred by the prevailing party, including reasonable attorney fees at trial, on appeal,
and any petition for review and in any other proceeding, including, without limitation, any
bankruptcy or arbitration proceeding.
9.6 Notice of Easement. During the term of this Agreement, Owner shall give
written notice of the existence of the Transmission Easement to any prospective tenant, lessee ,
Developer, or assignee of Owner who proposes to acquire any interest in the Property.
9.7 Severability and Parties Bound. The enforceability. invalidity, or
illegality of any provisions of this Agreement shall not render the other provisions hereof
unenforceable, invalid or illegal. This Agreement shall bind and inure to the parties and their
respective successors and assigns.
9.8 Further Acts and Assurances. Each party hereby agrees that each shall
execute such additional documents or instruments, and shall undertake such actions as are
necessary and appropriate to effectuate the intent of this Agreement. Concurrently, with the
execution of this Agreement, at the request of Developer, Owner and Developer agree to execute
a memorandum of this Agreement in such form as may be reasonably requested by Developer,
which shall be recorded in the public records by Developer at Developer's expense.
9.9 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one and
the same document.
The remainder of this page is intentionally blank.
7
IN WITNESS WHEREOF , t he parties have executed this instrument as of the date
fir s t written above .
OWNER(S):
DEVELOPER: Yellow Barn Solar,~
d?·t
By: Eric Millard
Its: Chief Commercial Officer
STATE OF Ntw Yoe K ) ..
C A ) ss.
COUNTY OF A'/ 4. G )
On the l!i"~ay of if"._\'() in the year 2022 , before me. the undersigned. personally
appeared ~\o.s 8e...aS°"'-, personally known to me or proved to me on the basis of
satisfactory ev1cJence to be the individual(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 capacity(ies), that by his/her/their
signature(s) on the instrument, the individual(s). or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public
My commission expires AndFew Is MIiier
STATEOF N tJ,J )a ;)" 1
COUNTY OF fvl,e,{J( 0 V:: )) ss .
Notary Public -State of New York
No. 01Ml6144408
Qualified In Cayuga County
My Commiss ion Expires April 24, 2026
On the ~) day of )v I \ in the year 2022, before me, the undersigned , personally
appeared {ir &]fi11 /(,r/?'1 1 , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(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 capacity(ies), that by his/her/their
signature(s) on the instrument, the individual(s), or Lhe person on behalf of which the individual(s) acted,
executed the instrument.
Rosanna Alvarez
NOTARY PUBLIC OC:J_ ••
STATE OF NEW JERS '<:':
10#501 487713 ,' ~
l,IY COMM ISS ION EXP IRES Janu
EXI-IlBIT B
DESCRIPTION OF EASEMENT AREA
Transmission Easement Area: An ~ within the Property thirty feet (30') wide and
approximately eight hundred twenty-eight (828 ') feet long, within the Property, in the locations
generaJly depicted on Exhibit B-1, to be used for the installation of the Transmission Facilities.
The ~ contains twenty-four thousand eight hundred forty square feet (24,840 SF) (the
''Transmission Easement Area").
Temporary Construction Laydown Area: An additional ten (10') in width beyond and along
the above described Transmission Easement Area. in the locations generally depicted on Exhibit
B-1. to be used for storage of equipment and materials. the staging of construction work and the
construction of the T ransmission Facilities. inspecting. maintaining. operating and repairing the
Transmis.sion Facilities. and the permanent overhang of Transmission Facilities . The temporary
construction laydown area contains eight thousand two hundred eighty square feet (8,280 SF) (the
''Temporary Construction Laydown Area").
Prior to the construction of the Transmission Facilities on the Property by Developer, Developer
shall provide notice to the Owner identifying with particularity the final location of the
Transmission Easement Area and Temporary Construction Laydown Area on the Property, and
the metes and bounds descriptions of such parcel(s) shall replace and supersede this Exhibit Band
Exhibit B-1 and thereafter serve to identify the location of the Transmission Easement Area and
Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon
request of either party, the parties shall promptly amend the Agreement to reflect such substitution
of this Exhibit B and Exhibit B-1.
Both Parties understand that the final location of the Transmission Easement Area may be altered
in such a manner as may be necessary in Developer's reasonable discretion to ensure compli ance
with any relevant laws or regulations, or to accommodate the construction viability of the
Transmission Facilities. Any such changes will be reflected in the am endment to this Exhibit B
and Exhibit B-1 prior to the commencement of construction.
10
2023-00416 01/18/2023 01 :23:57 PM
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of M<>,Ctlo I~ i--,. , 201:.!., by and between:
Pegi Ficken, with an address of 961 Sovocool Hill Road, Groton, NY 13073 (the "Owner"), and Yellow Barn
Solar, LLC, a Delaware Limited Liability Company, with an address of 2045 Lincoln Highway, Edison, NJ
08817 (the "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
Mo-r-l"-I~....._ , 20~unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
2023-00416 01/18/2023 01 :23:57 PM
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
2023-00416 01/18/2023 01 :23:57 PM
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Yellow Barn Solar, LLC }{; x 11(.ib
Name: Eric Millard
Title: Chief Commercial Officer
Signed, ~ealed and deliverl'd
This 3Q'.:day of IV\~ , 202_1_
in the presence of:
Unofficia I Witness
Notarization of Authorized Yellow Barn Solar Signature
STATEOF ~ ~'1
COUNTY OF M .~l,_$-C-X
On the ~o-t-1-day of 1'/1.cvc.h in the J!!!a! 'lb'2-/ befpre me, the undersigned, a Notary Public in
and for said State, personally appeared bnc.. I( M, 11.,..,, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capaclty(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
JENNIFER 8Ml11t
NOTARY PUlllCCI' NEWlilll/l!t
CommlNlan t 801287 • .., ..... .,.._
2023-00418 01/18/2023 01 :23:59 PM
''
MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY
THIS MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Memorandum of
Option") is made and entered into as of t-10<tlr, IS"" 2.0t-1 ), by and between Joseph W. Hora, with
an address of 441 Cobb Street, Groton, NY 13073 (referfed to herein as "Owner"); and Yellow Barn
Solar, LLC, a Delaware Limited Liability Company with an address of 2045 Lincoln Highway, Edison, NJ
08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement for Purchase of Real
Property (the "Option Agreement") which by its terms grants Operator an option to purchase property
(the "Option") more particularly described in Exhibit 1 attached hereto and incorporated by this reference
(the "Property"), and further grants to Operator present easements for access on and across the Property
and for other purposes;
B.,,_ The term of the Option is for a period beginning on the date hereof and expiring on
Mer,h 1 "5 ,-2026 unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns, then Operator or such
successors or assigns will have a right to purchase the Property upon certain terms and conditions set
forth in the Option Agreement. Unless the period is extended, the Notice of Exercise must be given within
the term of the Option set forth above; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to purchase the Property, as set forth in the Option Agreement, and of certain easements and
rights granted to Operator in the Property as part of the Option Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to purchase the Property on the terms and conditions set forth in the Option Agreement, together
with certain limited easements for access to the Property, all as more particularly set forth in the Option
Agreement. All of the terms, conditions, provisions, and covenants of the Option Agreement are hereby
incorporated into this Memorandum of Option by reference as though fully set forth herein, and the
Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or
document. Should there be any inconsistency between the terms of this Memorandum of Option and the
Option Agreement; the terms of the Option Agreement shall prevail.
The Option evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its permitted successors or assigns of a notice of exercise.
[Signature pages follow.]
2023-04920 06/13/2023 10:40:24 AM
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of 'x:' ft( .,,i, ~~ '· . 202:_, by and between:
Robert Munson, with an address of 831 Buck Road, Groton, NY 13073 (referred to herein as "Owner")
and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company, with an address of 2045 Lincoln Highway,
Edison, NJ 08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and facility (the "Option"), and further grants to Operator present easements for access on and across
certain land which is more particularly described in Exhibit 1 attached hereto and incorporated by this
reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
':, c: Pl-r ., h, ~· <;,: , 20~nless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
2023-04920 06/13/2023 10:40:24 AM
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.)
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") i s made and entered into as
of .Sc,.p±e,""-b if q, . 20Z-o, by and between:
Running Creek Farms, Inc. a New York Corporation, with an address of 831 Buck Road , Groton, NY 13073
(referred to herein as "Owner") and
Yellow Barn Solar. LLC, a Delaware Limited Liability Company. with an address of 2045 Lincoln Highway,
Edison, NJ 08817 ( (referred to herein as "Operator").
WHEREAS :
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development. construction and operation of a solar photovoltaic electricity generation
facility (the "Option"), and further grants to Operator present easements for access on and across certain
land which is more particularly described in Exhibit 1 attached hereto and incorporated by this reference
(the "Property");
8. The term of the Option is for a period beginning on the date hereof and expiring on
S ~?\-e"1 b~r i . 2~unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions. and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
OWNER
Name: Robert Munson
Title: President and Shareholder, Running Creek Farms, Inc.
Signed, sealed and delivered
This ol~ay of fw-151) -6-t-, 202Q_
in the presence of:
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF _r)L--;...Q._W __ \f--+--61_k:. __ _
..-:-•
COUNTY OF / 0 tYLQ )l.Lt, 'J
On the ;><ot~ay of 1,t6+ in the yearJi)l-0 before me, the undersigned, a Notary Public in
and for said State, personal appeared 1'.?ob9-r::t f: f'VltLvl:SlTv\..._ personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
~ 0 Q~u:4~
Notary Public
r MAUREBNA.ANGUISH --,
NOTARY PUBLIC, STATB OP NEW YORK
NO. 01 AN5070593
()UAI ,-,.,.fl P: :0v .,,-:~ C"~'JNT Y
C: ', '?£'2--Z-
OWNER ~~
Name: Judithc.orake
Title: Shareholder, Running Creek Farms, Inc .
(All owners, such as both husband and w ife, must sign and be listed as Owner (s) or Joint Owners. Marital
status, and any manner in which t itle is held , such as in trust or by corporation or partnership, also must
be stated .)
Signed, sealed and delivered
This ,aQ___f'd ay of At,1,,51/4 ut I 202 D
in the presence of:
f\Jlc.,lA. v-Q_,L v\ A (' 5 l.,,,l l ~ h_
Unofficial Witness
Notarization of Authorized Owner Signature
sTATE o F do.w \_/i)) K-
~
couNTY oF J omp k_t n s
On the 5 0~ay of~c..::......:~..;;:,__:::---"--in the year '21.) 2 0 before me, the undersigned, a Notary Public in
and for said State, persona appeared ~ µ,e,Lu+,k. {;_. D fCLIL.L-personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal: ,
~~ {)_ af\ ~U-u£}0
Notary Public
r MAURE:BNA. ANGUIS H -~
NOTARY PUBLIC, STATB OP NEW YORK
NO. 0lANS070 S93
Ql.lAUPIED IN TOMPKINS COUNTY
co, ... • -.. ;xrm::::s J, .l:12 z.~
OWNER ~~
Name: Chelsea Munson
Title: Secretary, Running Creek Farms, Inc.
[All owners, such as both husband and wife, must sign and be listed as Owner (s) or Joint Owners. Marital
status, and any manner in which title is held, such as in trust or by corporation or partnership, also must
be stated.)
Signed, sealed and delivered
This ~~~ay of A:1-51A6C:, , 202,Q.
in the presence of:
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF rlQ,.M.) ljUJ IC.
couNTY oF J(Ybl pluro
On the~~ay of ./--in the year ,;;{);;,i) before me, the undersigned, a Notary Public in
and for said State, personal appeared Cb Qj5Q a [)11,,L():')QY\.-, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal: ,
\DADvLAAUA Cl 0~
Notary Public
MAUUBNA. ANGUISH
NOTAIY PUBLIC, ITATBOPNBWYOll
NO. 0IAN5070593
QUALIPIBD IN TOMPKINS COUNTY
COMMISSION EXPIRES DBCBMBBR 23, "W-,2-,
2023-00421 01/18/2023 01 :24:02 PM
MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY
THIS MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Memorandum of
Option") is made and entered into as of Jl>,l\w,J\,\ ~ tJ,, • 2021, by and between Carl and Janet
Scheffler, husband and wife, with an address of 20h Cobb Street, Groton, NY 13073 (referred to herein
as "Owner"); and Yellow Barn Solar, LLC. a Delaware Limited Liability Company with an address of 2045
Lincoln Highway, Edison, NJ 08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement for Purchase of Real
Property (the "Option Agreement") which by its terms grants Operator an option to purchase property
(the "Option") more particularly described in Exhibit 1 attached hereto and incorporated by this reference
(the "Property"j. and further grants to Operator present easements for access on and across the Property
and for other purposes;
B. The term of the Option is for a period beginning on the date hereof and expiring on
J<l/\"""'1 31>~. 2026 unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns, then Operator or such
successors or assigns will have a right to purchase the Property upon certain terms and conditions set
forth in the Option Agreement. Unless the period is extended, the Notice of Exercise must be given within
the term of the Option set forth above; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to purchase the Property. as set forth in the Option Agreement, and of certain easements and
rights granted to Operator in the Property as part of the Option Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to purchase the Property on the terms and conditions set forth in the Option Agreement, together
with certain limited easements for access to the Property, all as more particularly set forth in the Option
Agreement. All of the terms, conditions, provisions, and covenants of the Option Agreement are hereby
incorporated into this Memorandum of Option by reference as though fu:ly set forth herein, and the
Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or
document. Should there be any inconsistency between the terms of this Memorandum of Option and the
Option Agreement; the terms of the Option Agreement shall prevail.
The Option evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its permitted successors or assigns of a notice of exercise.
[Signature pages follow.]
2023-00421 01/18/2023 01 :24:02 PM
Name: Carl Scheffler
Signed, sealed and delivered
This .JL day of Jo,. .... ,.1 , 202.J....
in the presence of:
I~
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF A~ •> ioc-\:..
~ l· COUNTY OF la:tnfJOS -On the-39..._ day of \.Xl4U1,o/ in the year~ before me, the undersigned, a Notary Public in
and for said State, personally appeared Carl Scheffler, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the lndlvidual(s), or the person upon behalf of
which the individual(s) acted, executed the document.
Notary Public Robin B. Carglan
Notary Public, State of New Yori<
No. 01CA6223510
Qualified in Tompkins Coun~.
Commission Expires June 14, "MJ'J"l •
2023-00421 01/18/2023 01 :24:02 PM
~~ ,,,.
Name: Janet Scheffler
Signed, sealed and delivered
This 30 day of JQ,,.,,ru7, , 202_)_
in the presence of:
U nofficia I Witness
Notarization of Authorized Owner Signature
STATE OF Ne,.,.u Yoct
c__-I '
COUNTY OF f tTYOf t&n,5
On the 3() day Ofl.Jl:lll!.U:!Yi.:k,~
said State, personally appeared _J.,.111.M....,..c.~&<:pa.:i::;ll!-,!...-'------------personally known to
me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same I his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf
of which the individual(s) acted, executed the document.
~Y ~nd_an~ official seal:/.]
~~ ~~
Robin B. Cargian
Notary Public Notary Public, State of New York
No. 01CA6223510
Qualified in Tompkins County_
Commission Expires June 14,YZ .
2023-00421 01/18/2023 01 :24:02 PM
Parcel 34.-1-4
2023-00421
1(~ Parcel ID: 502B89-34.-1-27
~
Jliirut
Locotion: Brown: Rd
Municipality: Grotor-
Sin: 49 .44 Acres
Tu:Map: 34
Land Value: 'S 1 ts 900.00
AsSHlild V.alua: $119,900".0D
Proparty CloH;s: Agriculture-
Property Description. Vac farmland
front/Depth: O x O
School District:: Groton
D~,-,., ,..,~,.,
Parcel 34.-1-27
Figure El.1
01/18/2023 01 :24:02 PM
2023-00423
'
01/18/2023 01 :24:04 PM
MEMORANDUM OF OPl'ION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") Is made and entered Into as
of~ l4 t4. • 201Q., by and between:
Kyle S. Sutliff, with an address of 140 Durfee Road, Groton. NY 13073 (the •Owner"), and Yeftow 8am
Solar, llC. a Delaware limited liability Company, with an address of 2045 Lincoln Hlpway, Edison, NJ
08817 (the •Operator"). owner and Operator are at times collectively refen'ed to hereinafter as the
"Parties," or Individually as a "Party•.
WHEREAS:
A. On the date hereof, the parties "-entered Into an Option Agreement to lease Real Property
(the •0pt1on ~) which by Its terms grants Operator an eicduslve option to lease property and
to obtain certain -nts and other rights In order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electrlclty generation
and/or eM11Y storace facility (the •Option"), and further grants to Operator present easements for access
on and across certain land which Is more particularly desaibed In llchllllt 1 attached hereto and
incorporated by this reference (the -Property");
8. The tm of the Option Is for a period beginning on the date hereof and explrln, on
~ 1 <, . 20!6iin1ess theretofore exerc1sec1:
c. If the Option Is exercised by Operator or Its successors or assigns by deliverina a notice of
exercise to the OWner, then Operator or such sua:essors or assigns will haft a lflht to cause 0wner to
enter Into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
In the Option Agreement; and
D. The parties desire to enter Into this Memorandum of Option which Is to be recorded In order
that third parties may "-notice of the Interest of Operator In the Property and of the existence of the
Option to enter Into a solar rights use -.nt covering the Property, as set forth In the Option
Agreement, and of certain easements and rights aranted to Operator In the Property as part of the Option
Agreement.
NOW, THEREFORE, In consideration of payments and covenants provided In the Option
Agreement to be paid and performed by Operator, OWnet herebv arants to Operator that certain exclusive
Option to enter Into a lease agreement COllering the Property on the terms and conditions set forth In the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth In the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are herebv Incorporated Into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single Instrument or doc:ument. Should there be any lnconslsten(y between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or Its successors, or assigns of a notice of exercise, whereupon al the easements and rights that
are set forth In the Option Agreement shal, If not effective by their terms prior to delivery of such notice,
2023-00423 01/18/2023 01 :24:04 PM
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
2023-00424 01/18/2023 01 :24:05 PM
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of MQ.\f 7 1'" . zold., by and between:
by Frances B. Wells, Nathan P. Wells, and Jewellee M. Wells, with an address of 243 Cobb Street,
Groton, NY 13073, (collectively referred to herein as the "Owner") and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company with an address of 2045 Lincoln Highway,
Edison, NJ 08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
Mo"j JK , 20~unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
2023-00424 01/18/2023 01 :24:05 PM
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
2023-00424 01/18/2023 01 :24:05 PM
Title: Owner
Signed, sealed and elivered
This ..:1 day of--L-_,.."'1-----'' 2021_
in the presence of:
UnofficialWitness ~~
Notarization of Authorized Owner Signature
STATE OF ~~~~-"\~O(~~--
COUNTY OF _-:f~~~-...,_-"'ll=..i..c•.__._...__ __
On the _l day of......,.__,._.""\ __ in the y"Je. 8,t:::i'a.\ before me,~~ersigned, a Notary Public in
and for said State, personally ap eared ~\..)P\\« t,.l,. oersonally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
Jessica E Crouch
Notary Public -State of New York
No. 01CR6350012
Qualified In Cayuga County
My Commission Explreato-31 _2024
2023-00424
Name: Frances B. Wells
Title: Owner
01/18/2023 01 :24:05 PM
Signed, sealed an~~elivered
This .::1.._ day of Ma.~ , 202_1
in the presence of: 1
UnofficialWitness £; ~
Notarization of Authorized Owner Signature
STATE OF -~~~-'\\~O~t'~~--
COUNTY OF ---~,-~~-'F~MJ.~' ~~~-
On the I day of ~ in the
and for said State, pers~peared --'-...1.C=-.....__...,.,__,_,,""'~.,,__ personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon ehalf of which the individual(s) acted, executed the document.
Jessica E. Crouch
Notary Public -State of New York
No. 01 CR6350012
Qualified In cayuga County
My Commission Explres10-31-2024
2023-00424 01/18/2023 01 :24:05 PM
DESCRIPTION OF PROPERTY
The Property consists of parcel 33.-1-24.5, containing approximately 77.2 acres, located in the Town of
Groton, Tompkins County, State of NY, shown approximately in the aerial parcel map below and more
properly recorded in deed Volume 55162, Page 7001 in the Tompkins County Clerk's office.
2023-00422 01/18/2023 01 :24:03 PM
MEMORANDUM OF OPTION
, THIS ME~ORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of .lsJo~ 4 , 201:L by and between:
STW Investments, Inc., a Corporation formed under the laws of the Commonwealth of Pennsylvania,
with an address of 420 South York Road C-4, Hatboro, PA 19040 (collectively referred to herein as
"Owner'') and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company, with an address of 2045 Lincoln Highway,
Edison, NJ 08817 ( (referred to herein as "Operator")_
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on J ,,ne-L/ ~ , 2Cllb_unless theretofore exercised;
C If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D, The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement,
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
2023-00422 01/18/2023 01 :24:03 PM
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
2023-00422 01/18/2023 01 :24:03 PM
Signed, sealed a~livered
This it/J_ day of <-VJ-L, . 202l_
in the presence of:
Unofficial Witness
Notarization of Auth.,,.ized Owner Signature
STATE OF f.JI-
COUNTYOF --~--~------
On theef~ day of 'dU/IJl.,,I in the yea,c.::t:,..:J/ before me, the undersigned. a Notary Public in
and for said State, personally appeared ::::ti ,r,AS, 17' 7?, e...l ~ personally known to me or
proved to me on the basis of satisfactory evidence to be the individal(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies). and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
Notary Public
Commonweattn of Penn5)'1vanla • Notary Seal
BARBARA A DEMASI • Notary Public
Bucks County
My Commission Expires Au1 8, 2022
Commission Numbtr 1037901
I
2023-00422 01/18/2023 01 :24:03 PM
Signed~ealed and,delivered
This ~ day of ,) \,XI '<2. , 202.l..
in the presence of: 1 ,~Q::i.n4. V\ \)C;U...,~
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF ?Q,r\0$ '\\l&Qjg_
COUNTY OF J:?~ ci_'l';::.
On the Lday of JI.) (\~ in the year~ before me, the undersigned, a Notary Public in
and for said State, personally appeared 2:,Q h.05J S+e.Fr¥v:fC SB,, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged io me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their slgnature(s) on the instrument, the lndividual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
' COlllfflOnwealth ot Pennsyiviiiijii-Hollly llaal
TIFFANY M D0WNS, NOTARY PUlllC
8UCKSCOUNTY
lolY COMMISSION EXPIREs IMY9. 211&
COUl.tiSSION NUll!ER 1042257
21August 30th
August 30th 26
Exhibit 2
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION {"Memorandum of Option'') is made and entered i nto as
of __________ _, 20_, by and between:
Robert Munson, with an address of 831 Buck Road , Groton, NY 13073 (referred to herein as "Owner")
and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company, with an address of 2045 Lincoln Highway,
Edison, NJ 08817 ( (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered i nto an Option Agreement to Lease Real
Property (the "Option Agreement") which by its terms grants Operator an exclusive option to lease
property and to obtain certain easements and other rights in order to evaluate the suitability of the
Property for purposes of the development, construction and operation of a solar photovoltaic electricity
generation facility (the "Option"), and further grants to Operator present easements for access on and
across certain land which is more particularly described in Exhibit 1 attached hereto and incorporated
by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
___________ _, 20_unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the
Option Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain
exclusive Option to enter into a lease agreement covering the Property on the terms and conditions set
forth in the Option Agreement, together with certain present easements to use and enjoy the Property,
all as more particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and
covenants of the Option Agreement are hereby incorporated into this Memorandum of Option by
reference as though fully set forth herein, and the Option Agreement and this Memorandum of Option
00036389.00CX v3 13
shall be deemed to constitute a single instrument or document. Should there be any inconsistency
between the terms of this Memorandum of Option and the Option Agreement; the terms of the Option
Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights
that are set forth in the Option Agreement shall, if not effective by the ir terms prior to delivery of such
notice, immediately become effective and binding upon the Property and Owner, all successive owners
of the Property, and the successors and assigns of Owner, all for the benefit of Operator and its
successors and assigns.
[Signature pages follow.]
00036389.DOCX v3 14
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Yellow Barn Solari" Of/._ & ,._ -11d. J
Name: Eric Millard
Title: Chief Commercial Officer
Signed, sealed and delivered
This 2.1 day of N{)'l'Vt'b~, , 202_!_
in the presence of:
Unofficial Witness
Notarization of Authorized Yellow Barn Solar Signature
STATE OF f\}-l v> }u .}c ~
COUNTY OF r0LJ clll 5 t..<
On the 2-5 day of N)l/{fnl)( r in the year J;;,·-i I before me, the undersigned, a Notary Public in
and for said State, personally appeared C:ri .. f4,/l#rA personally known to me
or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is {are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature{s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s} acted, executed the document.
WITNESS my hand and official seal:
fpv:21
00036389.DOCX v3 fj
OWNER
~
Name: Robert Munson
Title: Owner
Signed, sealed and delivered
This3:Q___ day of 8 J su 61 , 202.l_
in the presence of:
Unofficial Witness
Notarization of Authorized Owner Signature
STATE OF _N_Q;_vJ_\.,_/_01_1(_=c.,..._ __
COUNTY OF _IC_O_M_p_l-_L_v'\_-5 __ _
On the 3O'i-~y of H~~lol--in t~~ear 2D:2.l before me, the undersigned, a Notary Public in
and for said State, personally appeared K Db:2.x-4-e. [Y\Ll.-'f\ 61..X!'::--personally known to me
or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
'-11'_~ ()_ ~~L
Notary Public
MAU"~SN A . ANG UISH
No:·:.:-:·~· :'U2L!C , STAT E OF N EW YORK
: 0 . CIAN507 0593
~ .:.\ !. • ...o !t! TOMPKINS COUNTY
Cu ..... , -.J,. liXPIRES DECEMBER 23 :Z./J 2.2-•-
00036389.00CX v3 16
Area Excluded from Property
2021-07983 07115/2021 03:65:17 PM
SURVEY MAP ~ PORTI ON OF LANDS OF
BRADLEY L. GRIFFIN
PARf!t,,"T PARCEL SJa.'TCH
i-------------------··7
l ~-PAia:!. I
\ r--, \
: \"°~i \
(_ 1-__L .--~-~---J
✓-IIDT 'ft> EJ,U'J
' ' _____ ,.. ___ __ ------+
IOCIIAl'L 11. 'lllt:anll All!>
MAllWI 11. nctla:llf -1.0.
L ffll/P.W
00036389.00CX vl
' ' I
\ .., '
\Ji\ ~~\ . \
I '
i
TOWN OF LANSING ~ COUNTY OF TOMPKINS
STATE OF NEW YORK
I . .
I . .
I
PART OF TAX YAP NO . 29.-1-29.1
REFERENCE DEEDS; L. 645 /P. ?BB AND L. 716 /P.108
12
LEG.END:
• 0
fJ
RO.
ICIIISTDt'lil'll'I:
81rl' ,/W" lll:lWI £1111 SIIKVIY C,.,.
U'IIUl'I' POU
lllll'IJl'III 01111111
-~-OVIIIIIW UC II a>IOCK I.Oil!S
• fMQ1) CAOU: ntirST.\L
MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY
THIS MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Memorandum of
Option") is made and entered into as of , )UL.If (p TH I ao~ I ), by and between The Robert Tvaroha
Jr. Living Trust, with an address of 991 Sovocool Hill Road, Groton, NY 13073 (the "Owner"); and Yellow
Barn Solar, LLC, a Delaware Limited Liability Company with an address of 2045 Lincoln Highway, Edison,
NJ 08817 (referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement for Purchase of Real
Property (the "Option Agreement") which by its terms grants Operator an option to purchase property
(the "Option") more particularly described in Exhibit 1 attached hereto and incorporated by this reference
(the "Property"), and further grants to Operator present easements for access on and across the Property
and for other purposes;
B. The term of the Option is for a period beginning on the date hereof and expiring on
;}L:>\'-j \...Q "IH , 2026 unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns, then Operator or such
successors or assigns will have a right to purchase the Property upon certain terms and conditions set
forth in the Option Agreement. Unless the period is extended, the Notice of Exercise must be given within
the term of the Option set forth above; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to purchase the Property, as set forth in the Option Agreement, and of certain easements and
rights granted to Operator in the Property as part of the Option Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to purchase the Property on the terms and conditions set forth in the Option Agreement, together
with certain limited easements for access to the Property, all as more particularly set forth in the Option
Agreement. All of the terms, conditions, provisions, and covenants of the Option Agreement are hereby
incorporated into this Memorandum of Option by reference as though fully set forth herein, and the
Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or
document. Should there be any inconsistency between the terms of this Memorandum of Option and the
Option Agreement; the terms of the Option Agreement shall prevail.
The Option evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its permitted successors or assigns of a notice of exercise.
[Signature pages follow.]
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Name: Eric Millard
Title: Chief Commercial Officer
Signed+ sealed and delivered
This ~ day of i't~ , 202 'L
in the presence of:
(,~ ~~
Unofficial Witness
Notarization of Authorized Yellow Barn Solar, LLC Signature
STATE OF /V { w )<.,~6
COUNTY OF ili Ad¼. j{. )£'
On the~ day of ~'ll f\-Jit.,, in the year 9 i> i 'L before me, the undersigned, a Notary Public In
and for said State, personally appeared ---~l~-r~i_:C.._(r\_,_(l_o._fA __________ _
personally known to me or proved to me on the basis of satisfactory evidence to be the lndlvidual(s) whose
name(s) Is (are) subscribed to the within Instrument and acknowledged to me that he/she/they executed
the same I his/her/their capaclty{les), and that by his/her/their slgnature(s) on the Instrument, the
lndlvidual(s), or the person upon behalf of which the indlvldual(s) acted, executed the document.
ESS my hand and offlclat seal:
UBLJc
WJt=,.. .,.
0
7J \ ,>..
C • y' ~ \ J)
• .. </c ~ . . . . .. -.... '
Rosanna Alvarez
NOTARY PUBLIC
STATE OF NEW JERS EY
ID# 501 48 n13
MY COMMISSION EXPIRES Janua 19,2026
OWNER
Name: Robert Tvaroha
Signed, sh aled and ~:.!J::.ered
This _if__ day of C,WJ/x...., 202.L
in the presence of:
~
Notarization of Authorized Owner Signature
STATE OF /1./[,;V J/~
7
COUNTY OF ~f/&NJ
On the _Ir day of £}~ ,.-'-'-'--~ e undersigned, a Notary Public in
and for said State, personally appeared ~Je:>..::::!:::.i&:::l--l.:..!..,==!..L..,;~==·----------
personally known to me or proved to me on the basis of satisfactory evi dence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed
the same I his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
a y u .. MUR
NOTARY PUBLIC, STATE OF NEW V0FUC
Registration No. 02MU6091320
Quallflecl In Tompkins County
Commiss ion Ex Ires Se ternber 27 20 1
Figure E1.1 – Assumed Subdivision Area
Exhibit 1: Description of Property
The Property consists of parcels 32.-1-1, in the Town of Groton, Tompkins County, NY, containing
approximately 108.98 acres, show approximately in the aerial map below. A portion of the parcel shown
approximately in red in figure E1.1 shall be subdivided from the Property at or prior to Operator’s
exercise of their Option and is excluded from this Option.
2023-00413 01/18/2023 01 :23:54 PM
MEMORANDUM OF OPTION AGREEMENT FOR PURCHASE OF REAL PROPERTY
THIS MEMORANDUM OF OPTION AGREEMENT FO' PUrHASE OF REAL PROPERTY {"Memorandum of
Option") is made and entered into as of O ~O ') J,O').,) ), by and between:
A. Fay Benson and Linda T. Benson, with an address of 546 Cobb Street, Groton, NY 13073 (referred to
collectively herein as "Owner") and
Yellow Barn Solar, LLC, a Delaware Limited Liability Company, with an address of 2045 Lincoln Highway,
Edison, NJ 08817 {referred to herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement for Purchase of Real
Property (the "Option Agreement") which by its terms grants Operator an option to purchase property
{the "Option") more particularly described in Exhibit 1 attached hereto and incorporated by this reference
(the "Property"), and further grants to Operator present easements for access on and across the Property
and for other purposes;
B. The term of the Option is for a period beginning on the date hereof and expiring on
0 g /oq , 2026 unless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns, then Operator or such
successors or assigns will have a right to purchase the Property upon certain terms and conditions set
forth in the Option Agreement. Unless the period is extended, the Notice of Exercise must be given within
the term of the Option set forth above; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to purchase the Property, as set forth in the Option Agreement, and of certain easements and
rights granted to Operator in the Property as part of the Option Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to purchase the Property on the terms and conditions set forth in the Option Agreement, together
with certain limited easements for access to the Property, all as more particularly set forth in the Option
Agreement. All of the terms, conditions, provisions, and covenants of the Option Agreement are hereby
incorporated into this Memorandum of Option by reference as though fully set forth herein, and the
Option Agreement and this Memorandum of Option shall be deemed to constitute a single instrument or
document. Should there be any inconsistency between the terms of this Memorandum of Option and the
Option Agreement; the terms of the Option Agreement shall prevail.
The Option evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its permitted successors or assigns of a notice of exercise.
[Signature pages follow.]
2023-00413 01/18/2023 01 :23:54 PM
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Name: Eric Millard
Title: Chief Commercial Officer
Signed, sealed and delivered
This JL day of A"'Ju S ~ , 202~
in the presence of:
Unofficial Witness
Notarization of Authorized Yellow Barn Solar, LLC Signature
STATE OF NlvJ ~le..,
COUNTY OF f',\<JJ \<.i. t)i
On the .11__ day of fl'!J,tof' in the yearj.o'l,f before me, the undersigned, a Notary Public in
and for said State, pfrsonally appeared -----'~n~,.,~M~,{_(14_,..,( __________ _
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed
the same I his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s). or the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
~
Notary Public
Rosanna Alvarez
NOTARY PUBLIC
STATE OF NEW JERSEY
10#~~!:!.~!13 <Oot,O,
2023-00413 01/18/2023 01 :23:54 PM
OWNER
~ ?7 ~'?o~e. --i1
Name: A. Fay Benson
Signed, tpled an~I:;~~ ' I
This~ /blay of 202+
in the presence o :
n 1cial Witness
On the ~day of !,, 11r. 11rl' in the year...,....,..,.._.-efore m , the un ersigned,_a1Notary Public in
and for said State,~peared --4::Y"-"U-\,,...,"-''---"'-\'+--V-,;.,,i..:..,,,..-"'-'JV'-------
personally known to me or proved to me on the basis of satisfactory evi nee to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed
the same I his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the document.
Notary Public
ALLEN SCOTT KIRSCHENHOFER
NOTARY PUBLIC
HARFORD COUNTY
MARYLAND
MY COMMISSION EXPIRES DECEMBER 23, 2024
2023-00417 01/18/2023 01 :23:58 PM
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of f.t1,,,~,,., 1 '2...1<-• 20.ld:., by and between: HK3, LLC, a Limited Liability Company
organized under the laws of the state of New York, with an address of 6541 NE 20 th Way, Fort
Lauderdale, Florida 33308 (referred to herein as "Owner'') and Yellow Barn Solar, LLC, a Delaware
Limited Liability Company, with an address of 2045 Lincoln Highway, Edison, NJ 08817 { (referred to
herein as "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement") which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
;::~'Osv"'i \1:.,. . 201funless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property. as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors. or assigns of a notice of exercise, whereupon all the easements and rights that
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
2023-00417 01/18/2023 01 :23:58 PM
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.]
2023-00417 01/18/2023 01 :23:58 PM
IN WITNESS WHEREOF, these presents have been executed this _/_L( ___ day of
p..-~ ,, I . 2021<
OPERATOR
Yellow Barn Solar, LLC , ~ /h. &-7(-rttwu
Name: Eric Millard
Title: Chief Commercial Officer
Signed, sealed and delivered
This Li_ day of tlpd , 202~
in the presence of:
STATE OF __,N-'---<_i.J_)t_l_\_~ '-\--, -----
COUNTY OF ___,\r..c.."'l_,J_J_l._\_-<_i< ____ _
On the fl day of A f;l in the year J ::,'/ -1.,, before me, the undersigned, a Notary Public in
and for said State, personally appeared Eric Millard personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the document.
Notary Public
OWNER
HK3, LLC
Name: Kurt Gout
Title: Managing Member
Signed, sealed and delivered
This L day of £eb , 202~
in the presence of:
2023-00417
STATEOF d: lu, cl S
COUNTY OF~✓~✓ d
01/18/2023 01 :23:58 PM
On the __J_ day of Feb in the year .;>O~before me, the undersigned, a Notary Public in
and for said State, personally appeared Kurt Grout personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same I his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the document.
Record & Return to:
Dickover. Donnelly & Donovan
PO Box610
Goshen, NY I 0924
Attn: Robert J
KIMBERLY HAHLON
Notary Public • State of Florida
Commtsslon # HH 012372
My Comm. Expires Jan 19, 2025
Bonded throuah N111on,1 Notary Assn.
2023-00417 01/18/2023 01 :23:58 PM
DESCRIPTION OF PROPERTY
The Property consists of parcel 33--1-18.1, containing approximately 51.76 acres, parcel 34.1-1-7.1
containing approximately 51.28 acres, and parcel 34.1-1-7.2 containing approximately 10.3 acres and
are located in the Town of Groton, Tompkins County, State of NV and more properly recorded in deed
Volume 2014, Page 11208 in the Tompkins County Clerk's office.
-<.., Parcel 10: 502889--33.+18.1
~
.tlliilft
location Plea;ant ValltY Rd
Munklpality: Groton
She: 51.76Acres
Tu Map: 33
Land Value: S 1 ru: 500 00
AuanedValue: S102500,00
Property Cass: Ag•icultun!
Property Description vac fa:mland
FromfOepth: 0 C 0
School District Gro1:on
View Met!ml Dct,mk ~ ~
~
1.li'ifilt
l«alioA. Plev$ar4wlh!yl.d
Mlffltdpality Groton
Sb:e--51.~tAtf~
TuMap.·:i.t
I.and Value: $9:;,6;)J.00
AsNued "-'-$93-000.00
Ptope,tyClaK: A911(11b.1:111
Pfopefty ~riplion Voc f.irrrfand
Fl'GAt/Depth OirC
Sc:noolDistrict.G•oter.
Parcel 33.-1-18.1
Parcel 34.1-1-7.1
2023-00417
·:,? Parcel 10: 502889-¾-l-7.2 -_t_liiwt
Location Pleas.ant valltJ Rd
Munfdpanty, Groton
Size: 10,30 Ac,es
TuMap:34
undValua: $12.500.00
AIHsHd Value.-$12.500.00
Ptopert)' etas: \/acaot
Property Oeacription Vacant turai
Fn>m/Dop111,oxo
School District Groto'l
°'"" ,..,,,.
01/18/2023 01 :23:58 PM
YmAdtJjtjoo,I P@ls &m..t..&Qm ~
Parcel 34.1-1-7.2
2023-00419 01/18/2023 01:24:00 PM ----------------■■■
Exhibit 2
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum of Option") is made and entered into as
of fl o.lc-lA. ?JI . 20..lb, by and between: Judith Jursick with an address of 59 Cobb
Street, Groton, NY, 13073 ( the "Owner") and Yellow Barn Solar, LLC, a Delaware Limited Liability
Company, with an address of 2045 Lincoln Highway, Edison, NJ 08817 ( the "Operator").
WHEREAS:
A. On the date hereof, the parties have entered into an Option Agreement to Lease Real Property
(the "Option Agreement'') which by its terms grants Operator an exclusive option to lease property and
to obtain certain easements and other rights in order to evaluate the suitability of the Property for
purposes of the development, construction and operation of a solar photovoltaic electricity generation
and/or energy storage facility (the "Option"), and further grants to Operator present easements for access
on and across certain land which is more particularly described in Exhibit 1 attached hereto and
incorporated by this reference (the "Property");
B. The term of the Option is for a period beginning on the date hereof and expiring on
M r,-fth '3 I , 20D,lnless theretofore exercised;
C. If the Option is exercised by Operator or its successors or assigns by delivering a notice of
exercise to the Owner, then Operator or such successors or assigns will have a right to cause Owner to
enter into a lease agreement for all or a portion of the Property upon the terms and conditions set forth
in the Option Agreement; and
D. The parties desire to enter into this Memorandum of Option which is to be recorded in order
that third parties may have notice of the interest of Operator in the Property and of the existence of the
Option to enter into a solar rights use easement covering the Property, as set forth in the Option
Agreement, and of certain easements and rights granted to Operator in the Property as part of the Option
Agreement.
NOW, THEREFORE, in consideration of payments and covenants provided in the Option
Agreement to be paid and performed by Operator, Owner hereby grants to Operator that certain exclusive
Option to enter Into a lease agreement covering the Property on the terms and conditions set forth in the
Option Agreement, together with certain present easements to use and enjoy the Property, all as more
particularly set forth in the Option Agreement. All of the terms, conditions, provisions, and covenants of
the Option Agreement are hereby incorporated into this Memorandum of Option by reference as though
fully set forth herein, and the Option Agreement and this Memorandum of Option shall be deemed to
constitute a single instrument or document. Should there be any inconsistency between the terms of this
Memorandum of Option and the Option Agreement; the terms of the Option Agreement shall prevail.
The Option Agreement evidenced by this Memorandum of Option may be exercised by the execution by
Operator, or its successors, or assigns of a notice of exercise, whereupon all the easements and rights that
2023-00419 01/18/2023 01 :24:00 PM
are set forth in the Option Agreement shall, if not effective by their terms prior to delivery of such notice,
immediately become effective and binding upon the Property and Owner, all successive owners of the
Property, and the successors and assigns of Owner, all for the benefit of Operator and its successors and
assigns.
[Signature pages follow.)
2023-00419 01/18/2023 01 :24:00 PM
IN WITNESS WHEREOF, Owner and Operator have executed this Memorandum of Option on the
date first above written.
OPERATOR
Yellow Barn Solar, LLC , f)J/ ~ '7( m~
Name: Eric Millard
Title: Chief Commercial Officer
Signed, sealed and delivered
This __ day of ____ ~ 202_
in the presence of:
Unofficial Witness
Notarization of Authorized Yellow Barn Solar Signature
STATE OF A/<iJ ).(.f.)<.. j
COUNTY OF~ M1J,Ho-ex
On the h day of A (?r~ I in the ye~r 2,,1_1_ before me, the undersigned, a Notary Public in
and for said State, personally appeared f r ,, (b<ll~r J. personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or
the person upon behalf of which the indiJidual(s) acted, executed the document.
2023-00419 01/18/2023 01 :24:00 PM
OWNER
9v ~ tn k_s ; c./ C
Name: Judith Jursick
Title: Owner
Signed, sealed and delivered
This .3.L day of mu / c. ,( • 202....?--
in the presence of:
Unofficial Witness
Notarization of Authorized Owner Signat~re
STATE OF N",.J c: .. ,..,l~,a.
COUNTY OF __ \r_q~t~e,~-----
On the J l;.L day of A,. c-c. k in the ~ar ~O '.l '2.. befor~ I· the undersigned, a Notary Public in
and for said State, personally appeared :..) vJ;iC3"vr;s, '-personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same I
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s). or
the person upon behalf of which the individual(s) acted, executed the document.
WITNESS my hand and official seal:
J~~
Notary Public
00036!89 DOCX 113
THOMAS RACKLEY
NOTARY PUBLIC
WAKE COUNTY, NC
My Commission Expires
08-27-2023
2023-00415 01/18/2023 01 :23:56 PM
RETURN TO:
YELLOW BARN SOLAR, c/o ERIC MILLARD, 2045 LINCOLN HIGHWAY, EDISON_ NY 08817
TRANSMISSION EASEMENT AGREEMENT
Underground Transmission Lines
This Transmission Easement Agreement ("Agreemenf') dated as of Pr pn \ 'ii' fl,,. , 2022 (the
--Effective Date .. ), is entered into by and between Kevin Cruz whose address is I 093 Sovocool
Rd, Groton, NY 13073 (the "Owner""); and Yellow Barn Solar, LLC, a Delaware Limited Liability
Company (together with its successors and assigns. "Developer .. ), whose address is: 2045 Lincoln
Highway, Edison, NJ 08817.
RECITALS
A. Owner owns the real property located in the town of Groton, Tompkins County.
State of New York, more particularly described on Exhibit A attached hereto (the ··Property'').
B. Developer is developing energy generation facilities (the ··Solar Facilities .. ) on
properties located in the vicinity of the Property (the ·'Project'').
C. Developer desires to obtain (i) a non-exclusive easement for purposes of installing
underground transmission lines and related facilities, to serve one or more phases of the Project,
for the transmission of electricity across certain portions of the Property, (ii) a temporary
construction easement over additional portions of the Property for purposes of constructing,
repairing and maintaining such lines and facilities, and (iii) an access easement to and from the
Solar Facilities and Transmission Facilities (as hereinafter described}, and the related rights
described herein.
D. Owner is willing to grant such easements on the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, Owner and Developer agree as follows:
I. Grant and Description of Easements.
I.I Grant of Easement for Transmission Facilities. Owner hereby grants and
conveys to Developer a non-exclusive easement (the '·Transmission Easement") on. in, along,
over, across and under the Property, in the locations generally described on the attached Exhibits B
and B-1 (the ··Easement Areas"), for the purposes of surveying. conducting studies (including but
not limited to cultural surveys. environmental studies, and geotechnical studies including soil
2023-00415 01/18/2023 01 :23:56 PM
borings), erecting, constructing, replacing, relocating. improving. enlarging, removing, inspecting,
maintaining, operating, repairing, using, and allowing underground electrical transmission and
related communications lines and cables, wires, conduit, circuit breakers and transfonners, and any
and all necessary and proper facilities, fixtures, and additional equipment any way related to or
associated with any of the foregoing for the transmission of electrical energy (collectively,
"Transmission Facilities"), together with the Appurtenant Rights referenced below. The rights
granted herein by Owner do not include the right to construct substation facilities upon the
Easement Areas.
1.2 Other Appurtenant Rights. In addition to the foregoing, Developer is
hereby granted, and shall have, the following related rights necessary or convenient for
Developer's use of the Transmission Easement (the ··Appurtenant Rights"):
(a) the right of ingress to and egress from the Transmission Facilities
(whether located on the Property, on adjacent property or elsewhere), over, along and through the
Property for the purpose of constructing, repairing, maintaining or removing the Transmission
Facilities;
(b) the right to enter the Property for the purpose of surveying and
conducting studies (including but not limited to cultural surveys, environmental studies. and
geotechnical studies including soil borings) in connection with such Transmission Facilities;
(c) the right to permit the installation, placement or attachment to the
Transmission Facilities within the Easement Areas;
( d) the right to clear and to keep clear the Easement Areas free from any
buildings, fencing (notwithstanding the foregoing, Owner has the right to install fencing for
farming and grazing purposes or boundary line purposes. provided that Developer may temporarily
remove such fencing to exercise its rights hereunder), equipment, brush, combustible material and
any and all other new structures, and obstructions of any kind, and the right to trim or remove
brush, trees or other hazards on the Property which, in the reasonable opinion of Developer, may
interfere with Developer's exercise of its rights hereunder;
(e) the right during periods of construction of the Transmission
Facilities (and during periods of any repair or replacement thereof) to use the additional areas of
the Property described on Exhibit Bas the "Temporary Construction Laydown Area" for the
storage of equipment and materials, the staging of construction work and the construction of
Transmission Facilities;
(f) this Agreement does not demise or lease to Developer any oil, gas
or minerals in place underneath the surface of the Parcel or the right to extract and remove the
same. and Owner's rights, if any. in such oil. gas and minerals are reserved to. and retained by,
Owner. Owner may explore for, extract or produce oil, gas and minerals from the Parcel in a
manner which does not interfere with developer's use of the Property or affect the Facilities and
utilizes a method such as ·'directional drilling"; and
(g) all other rights and privileges necessary and incidental to the full use
and quiet enjoyment of the Transmission Easement for the purposes permitted in this Agreement.
2
2023-00415 01/18/2023 01 :23:56 PM
1.3 Term of Easement. The tenn of this Agreement (the "Term'') is perpetual,
unless tenn inated pursuant to Section 3 below.
2. Payments for Transmission Easement.
2.1 Compensation. As the consideration forth is Agreement and the grant
of the Transmission Easement and other rights hereunder, Developer agrees to make payments to
Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be
included with this Agreement when recorded with the county recorder, and that so removing
Exhibit C prior to recording is intentional and does not in any way affect the validity of this
Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments
under the Agreement. and shall not be pennitted to assign payments due to Owner under the
Agreement to a third party without the consent of Developer. Upon the transfer of an interest in
the Property to an heir, legal representative, successor or assign, the payments hereunder (or the
proportionate share thereof) shall inure to the benefit of such party.
2.2 Crop Damages. The parties anticipate and acknowledge that Owner or
Owner's renters may suffer damage to crops. soil compaction. tile, fences, and other property or
improvements on the Property during Developer's construction. installation, maintenance and
removal of Transmission Facilities on the Property, including but not limited to the Temporary
Construction Laydown Areas. Compensation for crop damage shall be [ I 00% of Fair Market
Value in the year of such compaction (the --crop Damage Payment")]. The ''Fair Market
Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the
date of such damage or destruction, and shall be calculated using conventional methods normally
used in the host county, such as by obtaining the daily price ($/bushel) and yield (bushels/acre)
from the nearest grain terminal. After construction is complete and payment of the Crop Damage
Payment. Developer shall not be responsible to pay Owner or Owner's renters any loss of income,
rent. business opportunities, profits or other losses arising out of Owner's inability to grow crops
or otherwise use the portion of the Premises occupied by Transmission Facilities.
3. Termination; Default.
3.1 Termination by Developer. Developer, its successors or assigns shall have
the right to terminate the Transmission Easement and this Agreement at any time upon written
notice to Owner in recordable form.
3.2 Termination by Owner for Default by Developer. Owner, its successors
or assigns shall have the right to terminate the Transmission Easement and this Agreement only if
(a) Developer fails to pay any monetary amounts owing hereunder when due or if the Easement
Value Payment is not paid to Owner for any reason by~------'' 20_, (b) Owner notifies
Developer, its successors, assigns and Mortgagees (as defined below} of the default in writing,
which notice sets forth in reasonable detail the facts pertaining to the default and amount owed to
cure such default, and ( c) Developer, its successors, assigns, or Mortgagees have not cured the
default within sixty (60) days after Developer receives the written notice from Owner, or within
3
2023-00415 01/18/2023 01 :23:56 PM
such longer period of time as is required to cure such default. so long as Developer, its successors,
assigns. or Mortgagees diligently pursues such cure to completion.
3.3 Actions Upon Termination. Upon termination of this Agreement,
Developer shall file a termination of this Agreement in the public records. Within twelve (12)
months after the expiration, surrender or termination of this Agreement, Developer shall remove
from the Easement Areas (or such part thereof, as applicable) any Transmission Facilities owned,
installed or constructed by Developer thereon and leave the surface of the Easement Areas free
from debris; provided, however, that Developer shall only be required to remove the same to the
greater of(a) forty-eight (48) inches below the surface of the land or (b) the depth (if any) required
by applicable law; and Developer shall have a continuing easement to enter the Property for such
purpose during such twelve (12) month period. If Developer fails to remove any of the
Transmission Facilities within the required time period, such Transmission Facilities shall be
considered abandoned by Developer and Owner may remove the Transmission Facilities. In the
event Owner removes such Transmission Facilities, Developer shall reimburse Owner for all
reasonable costs of removing those Transmission Facilities. less any salvage value received by
Owner, within thirty days after receipt of an invoice from Owner. In addition, if applicable,
Developer shall pay Owner a Crop Damage Payment as set forth in Section 2.2.
4. Nature of Easement; Overburdening.
4.1 Easement in Gross. The easements and covenants contained in this
Agreement are intended to be easements in gross and shall run with the Property, but shall not be
appurtenant to any land owned or control led by Developer. Owner agrees that the easements may
continue to be used for the purposes described herein for the benefit of any property owned, leased,
or otherwise occupied or used by Developer and Developer's successors. assigns, and tenants.
4.2 Abandonment. Except as provided in Section 3, no act or failure to act on
the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an
abandonment, surrender or termination thereof, except upon recordation by such holder of a
quitclaim deed specifically conveying the Transmission Easement back to Owner.
5. Assignment/Mortgage.
5.1 Right to Assign. Developer shall have the right, without Owner's consent,
to sell, convey, lease, transfer or assign all or any portion of the Transmission Easement, this
Agreement, or the Transmission Facilities on a nonexclusive basis. or to apportion, grant sub•
easements, co-easements, separate easements, leases, licenses or similar rights, however
denominated, to one or more persons or entities. Developer shall provide notice of any such sale,
conveyance, lease, transfer or assignment to Owner.
5.2 Right to Mortgage. Developer may. upon notice to Owner, but without
Owner's consent or approval. mortgage. collaterally assign, or otherwise encumber and grant liens
and security interests in all or any part ofits interest in this Agreement, the Transmission Easement,
the Easement Areas and the Transmission Facilities (collectively, the "Transmission Facilities
Assets~), which security interests in all or a part of the Transmission Facilities Assets are
collectively refened to herein as "Mortgages" and the holders of the Mortgages, their designees
4
2023-00415 01/18/2023 01 :23:56 PM
and assigns are referred to herein as .. Mortgagees:· Owner agrees to consent in writing to such
financing documents as may be reasonably required by Mortgagees in connection with any
financing of or involving the Transmission Facilities Assets. As a precondition to exercising any
remedies related to any alleged default by Developer under this Agreement, provided that Owner
has been provided with the identity and contact information for any Mortgagees, Owner shall give
written notice of such default to each Mortgagee at the same time it delivers the notice to
Developer, specifying in detail the alleged default and the required remedy. Each Mortgagee shall
have the same amount of time to cure the default as to Developer's entire interest or its partial
interest in the Transmission Facilities Assets as is given to Developer and the same right to cure
any default as Developer or to remove any property of Developer or its assigns. Developer may
not mortgage, collaterally assign, or otherwise encumber and grant liens and security interests in
Owner's interest in the Property.
6. No Interference. Owner shall not construct, install, or permit to be constructed or
installed, any improvements, fences (notwithstanding the foregoing, Owner has the right to install
fencing for farming and grazing purposes or boundary line purposes, provided that Developer may
temporarily remove such fencing to exercise its rights hereunder}, structures, buildings, foliage or
vegetation, utility lines or other improvements of any type whatsoever upon, in, on, under or near
the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits
as set forth in th is Agreement.
7. Indemnity. To the fullest extent not prohibited by applicable law, Developer shall
indemnify, hold harmless. and, at Owner's election, defend Owner and Owner"s officers,
shareholders, affiliates, employees, tenants, guests and agents for, from and against any and all
claims, loss, damage, expense and liability for injury to or illness or death of any person, or injury
to, loss or destruction of any property resulting from or arising out of the use or existence of the
Transmission Easement, or the conduct of Developer or any contractor. agent, employee, invitee,
tenant or permittee of Developer, or its successors and assigns.
8. Miscellaneous.
8.1 Complete Agreement. This Agreement is the final and complete
agreement between the parties concerning the Transmission Easement.
8.2 Estoppel Certificates. Owner shall execute estoppel certificates
(certifying as to truthful matters, including without limitation that no default then exists under this
Agreement, if such be the case), consents to assignment and non-disturbance agreements as
Developer or any Mortgagee may reasonably request at any time and from time to time. Owner
and Developer shall cooperate in (a) amending this Agreement from time to time to include any
provision that may be reasonably requested by Developer or Owner or any Mortgagee to
implement the provisions contained in this Agreement or to preserve a Mortgagee's security
interest and (b) executing any documents which may reasonably be required by Developer or a
Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non-
disturbance from any Mortgagee with respect to Developer· s interest in the Easement Areas.
8.3 Notices. Notices allowed or required hereunder shall be in writing and shall
be effective when served upon or personally delivered to the party to whom such notice is directed,
5
2023-00415 01/18/2023 01 :23:56 PM
or, if mailed, two (2) days after such notice is deposited in the United States mail, certified or
registered, correct postage prepaid, and addressed to the parties at their respective addresses as set
forth above, or at such other address as such party shall notify the other party beforehand.
8.4 Attorney Fees. If an action, suit, or other proceeding is initiated to enfon:e
or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and
expenses incurred by the prevailing party, including reasonable attorney fees at trial, on appeal,
and any petition for review and in any other proceeding, including, without limitation, any
bankruptcy or arbitration proceeding.
8.S Notice of Easement. During the term of this Agreement, Owner shall give
written notice of the existence of the Transmission Easement to any prospective tenant, lessee,
Developer, or assignee of Owner who proposes to acquire any interest in the Property.
8.6 Severability and Parties Bound. The enfon:eability, invalidity, or
illegality of any provisions of this Agreement shall not render the other provisions hereof
unenforceable, invalid or illegal. This Agreement shall bind and inure to the parties and their
respective successors and assigns.
8. 7 Further Acts and Assurances. Each party hereby agrees that each shall
execute such additional documents or instruments, and shall undertake such actions as are
necessary and appropriate to effectuate the intent of this Agreement. Concurrently, with the
execution of this Agreement, at the request of Developer, Owner and Developer agree to execute
a memorandum of this Agreement in such form as may be reasonably requested by Developer,
which shall be recorded in the public records by Developer at Developer's expense.
8.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one and
the same document.
The remainder of this page is intentionally blank.
6
2023-00415
Parcel Number: 33.-1-6.4
i Parcel ID: 502889·33.·1·6.4 v
Parcel ID: S02SS9·33. 1-6.4
·( B.
JJ □
(i)i $
Location
Municipality
Size
I. TaK Map
, Land Value~•-· .,-,,-,_,i•
I Assessed Value ! •; 1 1, 11 '.' ·, •
I Property Class ~ Property Description
Front/Depth i Schoo'. ~'.strict
!
IJ~J1
01/18/2023 01 :23:56 PM
EXHIBIT A
OWNER'S PROPERTY
---·
◄ 1 of 2 ►
Said parcel contains approximately 40.14 acres
8
2023-00415 01/18/2023 01 :23:56 PM
EXHIBITB
DESCRIPTION OF EASEMENT AREA
Transmission Easement Area: An = within the Property thirty feet (30') wide and
approximately one thousand three hundred seventy eight (1,378) feet long, within the Property, in
the locations generally depicted on Exhibit B-1. to be used for the installation of the Transmission
Facilities. The= contains forty-one thousand three hundred forty square feet (41,340 SF) (the
"Transmission Easement Area").
Temporary Construction Laydown Area: An additional ten (IO') in width beyond and along
the above described Transmission Easement Area, in the locations generally depicted on Exhibit
B-1 to be used for storage of equipment and materials the staging of construction work and the
construction of the Transmission Facilities inspecting maintaining operating and repairing the
Transmission Facilities and the pennanent overhang of Transmission Facilities The temporary
construction laydown area contains thirteen thousand seven hundred eighty square feet (13,780
SF) (the "Temporary Construction Laydown Area").
Prior to the construction of the Transmission Facilities on the Property by Developer, Developer
shall provide notice to the Owner identifying with particularity the final location of the
Transmission Easement Area and Temporary Construction Laydown Area on the Property, and
the metes and bounds descriptions of such parcel(s) shall replace and supersede this Exhibit Band
Exhibit B-1 and thereafter serve to identify the location of the Transmission Easement Area and
Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon
request of either party. the parties shall promptly amend the Agreement to reflect such substitution
ofthis Exhibit Band Exhibit B-1.
Both Parties understand that the final location of the Transmission Easement Area may be altered
in such a manner as may be necessary in Developer's reasonable discretion to ensure compliance
with any relevant laws or regulations, or to accommodate the construction viability of the
Transmission Facilities. Any such changes will be reflected in the amendment to this Exhibit B
and Exh ihit B-1 prior to the commencement of construction.
9
2023-00420 01/18/2023 01 :24:01 PM
RETURN ro:
YELLOW BARN SOLAR, c/o ERIC MIi.LARD. 2045 LINCOLN HIGHWAY, EDISON, NY 08817
TRANSMISSION EASEMENT AGREEMENT
Underground Transmission Lines
This Transmission btscment /\grccmcnl ("Agreement'") dated as of ::J..f\e, I '.)4 , 2022 (the
"Effective Date"), is entered into by and between William and Kelly Olszewski with an address
of I 073 Sovocool Hill Road, Groton, NY 13073 (the "Owner"); and Yellow Barn Solar, LLC, a
Ddawarc Limited Liability Company (together v.ith its successors and assigns. "Developer··).
whose address is: 2045 Lincoln Highway, Edison, NJ 08817.
RECITALS
A. Owner owns the real property located in the town of Groton, Tompkins County,
State of New York. more particularly described on Exhibit A attached hereto (the "Property").
B. Developer is developing energy generation facilities (the --solar Facilities") on
properties located in the vicinity of the Prope11y (the "Projecf').
C. Developer desires to obtain (i) a non-exclusive easement for purposes of installing
underground transmission lines to serve one or more phases of the Project, for the transmission of
electricity across certain portions of the Property, (ii) a temporary construction easement over
additional portions of the Property for purposes of constructing, repairing and maintaining such
lines and facilities, and (iii) an access easement to and from the Solar Facilities and Transmission
Facilities (as hereinafter described), and the related rights described herein.
D. Owner is willing to grant such easements on the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the sutliciency of which is
hereby acknowledged, Owner and Developer agree as follows:
1. Grant and Description of Easements.
1.1 Grant of Easement for Transmission Facilities. Owner hereby grants
and conveys to Developer a non-exclusive casement (the "Transmission Easement'") on. in.
along, over, across and under the Property. in the locations generally described on the attached
Exhibits Band .!1:.! (the "Easement Areas"), for the purposes of surveying, conducting studies
(including but not limited to cultural surveys. environmental studies. and geotechnical studies
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including soil borings). erecting. constructing. replacing, relocating, improving, enlarging,
removing. inspecting, maintaining, operating, repairing, using. and allowing underground
electrical transmission and related communications lines and cables. wires and conduit
(collectively. "Transmission Facilities"). together with the Appurtenant Rights referenced
below. The rights granted herein by Owner do not include the right to construct substation
facilities upon the Easement Areas. Notwithstanding the foregoing, Grantee acknowledges and
agrees that Owner reserves the right to cross over. under and onto the Easement Areas.
1.2 Other Appurtenant Rights. In addition to the foregoing, Developer is
hereby granted. and shall have, the following related rights necessary or convenient for
Developer's use ol'thc Transmission Easement (the "Appurtenant Rights''):
(a) the right of ingress to and egress from the Transmission Facilities
(whether located on the Property, on adjacent property or elsewhere), over, along and through the
Property for the purpose of constructing, repairing, maintaining or removing the Transmission
Facilities;
(b) the right to enter the Property for the purpose of surveying and
conducting studies (including but not limited to cultural surveys, environmental studies, and
geotechnical studies including soil borings) in connection with such Transmission Facilities;
(c) the right to permit the installation. placement or attachment to the
Transmission Facilities within the Easement Areas;
( d) the right to clear and to keep clear the Easement Areas free from any
buildings, fencing (notwithstanding the foregoing. Owner has the right to install fencing for
farming and grazing purposes or boundary line purposes, provided that Developer may temporarily
remove such fencing to exercise its rights hereunder), equipment, brush, combustible material and
any and all other new structures, and obstructions of any kind, and the right to trim or remove
brush. trees or other hazards on the Property which, in the reasonable opinion of Developer, may
interfere with Developer's exercise of its rights hereunder provided Developer shall not use or
apply, directly or indirectly, itself or through its agents or subcontractors, nor allow the application
of any pesticides. herbicides. or biocides onto the Property;
(e) the right during periods of construction of the Transmission
Facilities (and during periods of any repair or replacement thereof) to use the additional areas of
the Property described on Exhibit Bas the ·Temporary Construction Laydown Area" for the
storage of equipment and materials, the staging of construction work and the construction of
Transmission Facilities;
(f) this Agreement does not demise or lease to Developer any oil, gas
or minerals in place underneath the surface of the Parcel or the right to extract and remove the
same. and Owner's rights. if any, in such oil. gas and minerals arc reserved to, and retained by.
Owner. Owner may explore for, extract or produce oil, gas and minerals from the Parcel in a
manner which does not interfere with developer's use of the Property or affect the Facilities and
utiliz~s a method such as "directional drilling"; and
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(g) all other rights and privileges necessary and incidental lo the full use
and enjoyment of the Transmission Easement for the purposes permitted in this Agreement.
1.3 Term of Easement. The term of this Agreement (the "Term") shall
commence on the Efli:ctive Date and terminate upon the earlier of: (a) twenty-five (25) years
alter the Effective Date, (b) the date this Agreement is terminated as permitted herein or by
operation of law. (c) the abandonment of the Project for a period of twenty-four (24) months, or
(d) pursuant to Section 3 below.
t.4 Renewal Term. For the payment of Fifteen Thousand Dollars
($15.000.00). Grantee may extend the term of this Agreement by up to one (1) additional twenty
(20) year term commencing on the last day of the initial Tenn. The rights granted under this
extension shall terminate upon the earlier of: (a) the expiration of the fifteen (15) year tenn, (b)
the date this Agreement is tenninated as pennitted herein or by operation of law. (c) the
abandonment of the Project for a period of twenty-four (24) months, or (d) pursuant to Section 3
below. The terms and conditions set forth in this Agreement shall continue and remain in effect
during the extension term. Notwithstanding the foregoing. in no event shall the tenn of this
Agreement be longer than the longest period pennitted by applicable law. Upon payment to
Owner, Developer shall be entitled to record a memorandum evidencing such extension.
2. Payments for Transmission Easement.
2.1 Compensation. As the consideration forth is Agreement and the grant
of the Transmission Easement and other rights hereunder. Developer agrees to make payments to
Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be
included with this Agreement when recorded with the county recorder, and that so removing
Exhibit C prior to recording is intentional and does not in any way affect the validity of this
Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments
under the Agreement. and shall not be permitted to assign payments due to Owner under the
Agreement to a third party without the consent of Developer. Upon the transfer of an interest in
the Property to an heir, legal representative, successor or assign, the payments hereunder ( or the
proportionate share thereof) shall inure to the benefit of such party.
2.2 Crop Damages. The parties anticipate and acknowledge that Owner or
Owner's renters may sufli:r damage to crops, soil compaction, tile. fences, and other property or
improvements on the Pror,erty during Developer's construction. installation. maintenance and
removal of Transmission Facilities on the Property. including but not limited to the Temporary
Construction Laydown Areas. Compensation for crop damage shall be [ I 00% of Fair Market
Value in the year of such compaction (the ··crop Damage Paymenf')J. The "Fair Market
Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the
date of such damage or destruction, and shall be calculated using conventional methods normally
used in the host county, such as by obtaining the daily price ($/bushel) and yield (bushels/acre)
from the nearest grain terminal. After construction is complete and payment of the Crop Damage
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Pa) m~nl. lkvclopcr shall 1101 be rcspon,ihlc lo pay Owner or Owner's renters any loss of income.
rent. business opporlunilics. prolils or other losses arising out or Owner's inability to grow crops
or otherwise use the portion of the Premises occupied by Transmission Facilities.
3. Termination; Default.
3.1 Termination by Developer. Developer. its successors or assigns shall have
the right to terminate the Transmission Easement and this Agreement at any time upon written
notice to Owner in recordable form.
3.2 Termination by Owner for Default by Developer. Owner, its successors
or assigns shall have the right 10 terminate the Transmission Easement and this Agreement only if
(a) Developer is in material default of !he terms of this Agreement or Developer fails to pay any
monetary amounts owing hereunder when due or if the Easement Value Payment is not paid to
Owner for any reason by _____ ., 2027, (b) Owner notifies Developer, its successors, assigns
and Mortgagees (as delined below) of the default in writing. which notice sets forth in reasonable
detail the facts pertaining to the default and amount owed to cure such default, and (c) Developer,
its successors. assigns. or Mo11gagees have not cured the default within sixty (60) days after
Developer receives the written notice from Owner. or within such longer period of time as is
required to cure such default, so long as Developer, its successors, assigns, or Mortgagees
diligently pursues such cure to completion.
3.3 Actions Upon Termination. Upon termination of this Agreement,
Developer shall file a termination of this Agreement in the public records. Within twelve ( 12)
months after the expiration, surrender or tennination of this Agreement, Developer shall remove
from the Easement Areas (or such part thereof, as applicable) any Transmission Facilities owned,
installed or constructed by Developer thereon, leave the surface of the Easement Areas free from
debris, restore the soil surface to a condition reasonably similar to its original condition (reasonable
wear and tear. condemnation, casualty damage and acts of God excepted and re-seed the portion
of the grass on the Prope11y disturbed by Developer"s use during restoration. Developer shall only
be required to remove Transmission Facilities to the greater of(a) forty-eight (48) inches below
the surface of the land or (b) the depth (if any) required by applicable law; and Developer shall
have a continuing easement to enter the Property for such purpose during such twelve (12) month
period. If Developer fails to remove any of the Transmission Facilities within the required time
period, such Transmission Facilities shall be considered abandoned by Developer and Owner may
remove the Transmission Facilities. In the event Owner removes such Transmission Facilities.
Developer shall reimburse Owner for all reasonable costs of removing those Transmission
Facilities, within thirty days after receipt of an invoice from Owner. In addition. if applicable.
Developer shall pay Owner a Crop Damage Payment as set fo11h in Section 2.2.
4. Nature of Easement; Overburdening.
4.1 Easement in Gross. The casements and covenants contained in this
Agreement are intended to be easements in gross and shall run with the Property, but shall not be
appurtenant to any land owned or control led by Developer. Owner agrees that the easements may
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continue to be used for the purposes described herein for the benefit of any property owned, leased,
or othcrn isc occupied or used by 11nclnpcr and Developer" s successors. assigns. and tenants.
4.2 Abandonment. Except as provided in Sections I and 3, no act or failure to
act on the part of Developer or the holder of the Transmission Easement shall be deemed to
constitute an abandonment. surrender or termination thereof, except upon recordation by such
holder of a quitclaim deed specifically conveying the Transmission Easement back to Owner.
5. Timber.
5.1 Owner shall have the right to clear marketable timber located on the
0\\ ne1.-s Proper!) prior tu the commencement of construction. provided that Owner has
completed such clearance prior to the occurrence of the construction and does not materially or
a,hcrscly interfere 1\ith Developer's development of the Owner·s Property.
5.2 Developer acknowledges and agrees that this Agreement is subject to a
certain Timber Sale Contract with Owner and Welch Logging ("Welch"), dated February 22nd,
2020. which grants Welch the right to enter upon Owner's Property. including portions of the
Easement Areas. for the cutting and removal of certain trees.
5.3 In the event that Developer's assessment. construction. operations or
maink'nance acti1 itics on the Owner's Property are the direct cause of damage or destruction to
marketable timber then being grown on the Owner·s Property. Developer agrees to pay to Owner
damages for said timber. Developer shall pay such amount within sixty (60) days after the
completion of Timber clearing operations. "Timber Damages" shall equal the fair market value
of the marketable timber that was damaged or destroyed as determined by a qualified
professional third-party forester chosen by the Parties.
6. Taxes.
6.1 Developer shall pay prior to the due date any property taxes levied or
assessed by any governmental authority related to the Easement. Transmission Facilities and the
rights granted under this Agreement. In the event that any taxes that are Developer's
responsibility hereunder are levied or assessed in the name of Owner as part of the real property
taxes payable by Owner. then Developer shall promptly reimburse O11ncr for Developer's
proportionate share thereof(as determined by the Parties in a fair and equitable manner) and
Owner shall promptly remit such payment to the relevant taxing authority. The tax obligation of
Developer hereunder is referred to as "Developer's Portion". lfrequested by either Party. the
Parties will use commercially reasonable efforts to have the Easement on the Property assessed
separately from 01\ ner's interest in the Properly. Developer shall als" be rcsponsibk for any
increase in the amount ofO\\ner·s tax bills due to any change of use. improvements. permits
and/or change of zoning resulting from or relating to any of Developer's rights or interests under
this Agreement. Developer reserves the right to challenge any such taxes and assessments in the
name of Owner.
6.2 For any tax exempt program as delincd in this Section that is in ctlcct as
of the Effective Date. if Dc1·cloper's activities un,kr the ;\greement ur use "r < )11 ner·, Proper!>
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l'.Uu~c" an~ incn.:a"c in the ta,cs asscssctl against O,vncr·s Property or any larger pared ownt!d by
o,,ncr (induding liability 1,,r "rollback" ta~cs. interest and penalties for any tax exempt, tax
reduced. or benclicial tax programs including. without limitation, any (i) contract in connection
with the Conservation Reserve Program r·CRP Contract"") crcakd by Subtitle B -Conservation
Reserve of the Fann Security and Rural Investment Act of 2002. as amending Subchapter B of
chapter I of subtitle D of title XII of the Food Security Act of 1985; (ii) a New York State
Department of Environmental Conservation-appnn ed !,,rest management plan r·Forcst
Management Plan··i pursuant lo Nm York State Real Prope11y Tax Law§ 480-a; or (iii) an
agricultural assessment program pursuant to the New York State Agricultural and Markets Law
("Agricultural Assessment"")), Dc,cloper shall pay the entire amount ofsueh increase in taxes
attributable lo Owner's Property. together with any related interest or penalties. other than
interest and/or penalties arising from Owner's failure to timely provide Developer with a copy of
such tax bill.
7. Mortgage Subordination. Nothing in this Agreement shall limit the ability of
Owner or any purchaser. assignee, or transferee from entering into a mortgage. deed of trust or
other security interest (a "Mortgage··) with this Agreement being subordinate to any Mortgage
provided that Owner shall obtain for Developer's benefit a subordination, non disturbance and
attornment agreement in a fo1m reasonably satisfactory to Developer. such that any party
foreclosing any Mortgage, or acquiring title by deed in lieu of foreclosure, will acquire title
subject to all of the terms and provisions of this Agreement. Owner will cooperate with
Developer and use its best efforts to cause any existing mortgagee to enter into a non-disturbance
agreement for the benelit of Developer upon tenns and conditions deemed acceptable to
Developer (each, an ··SNDA"").
8. Assignment/Mortgage.
8.1 Right to Assign. Developer shall have the right. without Owner's consent.
to sell. convey, lease, transfer or assign all or any portion of the Transmission Easement, this
Agreement, or the Transmission Facilities on a nonexclusive basis. or to apportion, grant sub-
easements, co-easements, separate easements. leases, licenses or similar rights, however
denominated, to one or more persons or entities, provided the assignment is related to the Project.
Developer shall provide notice of any such sale, conveyance. lease. transfer or assignment to
Owner.
8.2 Right to Mortgage. Developer may, upon notice to Owner. but without
Owner"s consent or approval. mortgage. collaterally assign. or otherwise encumber and grant liens
and security interests in all or any part of its interest in this Agreement. the Transmission Easement.
the Easement Areas and the Transmission Facilities (collectivcl). the ""Transmission Facilities
Assets··). which security interests in all or a part of the Transmission Facilities Assets arc
collectively referred to herein as ··Mortgages·· and the holders or the M<,rtgages. their designces
and assigns arc referred to herein as ··Mortgagees:· Owner agrees lo conselll in writing 1<1 such
financing documents as may be reasonably required by Mortgagees in connection with any
financing of or involving the Transmission Facilities Assets. As a precondition to exercising any
remedies related to any alleged default by Developer under this Agreement. provided that O\\ner
has been provided with the identity and contact information for any Mortgagees. 0\\ ncr shall give
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written nolkc or such default lo each Mortgagee al the same time il delivers the notice to
Developer, specifying in detail the alleged default and the required remedy. Each Mortgagee shall
have the same amount or lime lo cure the default a\ lo Developer"s entire interest or its partial
interest in the Transmission Facilities Assets as is given lo Developer and the same right to cure
any default as Developer or to remove any properly of Developer or its assigns. Developer may
not mortgage. collaterally assign. or otherwise encumber and grant liens and security interests in
rh,ner's interest in the Property.
9. No Interference. Owner shall not construct, install. or permit to be constructed or
installed. any improvements, fences (notwithstanding the foregoing, Owner has the right to install
fencing for farming and grazing purposes or boundary line purposes. provided that Developer may
temporarily remove such fencing to exercise its rights hereunder), structures. buildings, foliage or
vegetation, utility lines or other improvements of any type whatsoever upon. in, on, under or near
the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits
as set forth in this Agreement.
10. Insurance. At all times during which Developer is conducting any activities on
Owner·s Properly. and al all times during the term of this Agreement, Developer shall, at its own
cost and expense, obtain and maintain in effect (I) Commercial General Liability insurance,
including bodily injury. properly damage, contractual liability and personal injury liability
coverage with minimum limits of One Million Dollars ($1.000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate and (2) Umbrella Liability Insurance with minimum
limits of Five Million Dollars ($5.000,000) per occurrence and Five Million Dollars ($5.000,000)
aggregate. Developer shall upon reasonable written request provide to Owner a certificate
evidencing such coverage. Owner shall be named as additional insureds under the commercial
general liability insurance and the umbrella liability insurance policies.
11. Indemnity. Developer will indemnify, defend, protect and hold harmless Owner.
and Owner's affiliates. agents, partners, directors, members, shareholders, employees.
representatives, successors, assigns, contractors or anyone claiming under Owner (each,
including Owner. a ··Owner Party" and collectively. including Owner. the "Owner Parties")
from and against all claims. demands, liabilities, losses, damages, costs (including. without
limitation, reasonable attorneys' tees) and expenses (colkcti\'cly. "Claims") (including losses or
claims for personal injuries or death and property damage) suffered or incurred by any of the
Owner Parties as a result of or arising out of: (a) any acts, omissions. negligence or default of
Developer, Developer's aniliales. agents. partners. directors, members, shareholders. employees.
representatives, successors. assigns. contractors or anyone claiming under Developer ( each.
including Developer. a "Developer Party" and collectively. including Developer, the
"Developer Parties") in connection with the Developer Part ks uses or or opcrations ,,n the
Property, except to the extent any such Claim is caused by the negligence or willful misconduct
ofan Owner Party; (b) a breach of this Agreement by Developer that remains uncured alter an)
applicable notice and cure period; (c) operations conducted on the Property by a Developer
Party; or (d) the violation of any applicable law by a Developer Party.
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12. Miscellaneous.
12.l Complete Agreement. This Agreement is the final and complete
agreement between the pai1ies concerning the Transmission Easement.
12.2 Estoppcl Certificates. Owner shall execute estoppel certificates
(certifying as to truthful matters. including without limitation that no default then exists under this
Agreement. if such be the case). consents to assignment and non-disturbance agreements as
Developer or any Mortgagee may reasonably request at any time and from time to time. Owner
and Developer shall cooperate in (a) amending this Agreement from time to time to include any
provision that may be reasonably requested by Developer or Owner or any Mo1tgagee to
implement the provisions contained in this Agreement or to preserve a Mmtgagee·s security
interest and (b) executing any documents which may reasonably be required by Developer or a
Mortgagee. 0\\ ner ,hall request of any Owner·s lenders to execute an agreement of non-
disturbance from any Mortgagee with respect to Dcveloper·s interest in the Easement Areas.
12.3 Notices. Notices allowed or required hereunder shall be in writing and shall
be effective when served upon or personally delivered to the party to whom such notice is directed,
or, if mailed. two (2) days after such notice is deposited in the United States mail, certified or
registered, correct postage prepaid. and addressed to the parties at their respective addresses as set
forth above. or at such other address as such party shall notify the other party beforehand.
12.4 Attorney Fees. If an action, suit. or other proceeding is initiated to enforce
or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and
expenses incun·ed by the prevailing party, including reasonable attorney fees at trial, on appeal,
and any petition for review and in any other proceeding, including, without limitation, any
bankruptcy or arbitration 'proceeding.
12.5 Notice of Easement. During the term of this Agreement, Owner shall give
written notice of the existence of the Transmission Easement to any prospective tenant, lessee.
Developer, or assignee of Owner who proposes to acquire any interest in the Property.
12.6 Severability and Parties Bound. The enforceability, invalidity, or
illegality of any provisions of this Agreement shall not render the other provisions hereof
unenforceable. invalid or illegal. This Agreement shall bind and inure to the patties and their
respective successors and assigns.
12.7 Further Acts and Assurances. Each patty hereby agrees that each shall
execute such additional documents or instruments, and shall undertake such actions as are
necessary and appropriate to effectuate the intent of this Agreement. Concurrently. with the
execution of this Agreement, at the request of Developer. Owner and Developer agree to execute
a memorandum of this Agreement in such form as may be reasonably requested by Developer.
which shall be recorded in the public records by Developer at Dcvclopcr·s expense.
12.8 Counterparts. This Agreement may be executed in countcrpm1s. each of
which shall be deemed an original and all of which when taken together shall constitute one and
the same document.
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The remainder of this page is intentionally blank.
"
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IN WITNESS WHEREOF. the parties have executed this instrument as of the date
first written above.
OWNER(S): ~~ WilliamOewsfi
Kclly()lswski
Owner
DEVELOPER: Yellow Barn Solar. L_LC Afh-
/27 . ---1 ~
By: Eric Millard
Its: Chief Commercial Officer
ST A TE OF f:-.aMc,J, c.....;r
-7"' /' ) ss.
COUNTY OF fa'~ p LL )
On tile / S' day of}, t= in the year 2022. before me, the undersigned, personally
appeared 1..),1 ;.__--ilZJI~ 0/s :_., , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(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 capacity(ies), that by his/her/their
signature(s) on the instrwnent, the individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
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2023-00420
STATEOF f\ki.N )UJc.}
COUNTY odllul.Jftt J.t/
) ss.
)
01/18/2023 01 :24:01 PM
On the ~ day of ) II{'( in the year 2022, before me, the undersigned, perso~1ally
appeared (,.:.. fn,t/11{'( , personally known to me or proved to me on the basis of
satisfactory evidence to be the indi • e(s) is (are) subscribed to the within instrument and
acknowled ed to me that he/she • his/her/their capacity(ies), that by his/her/their
sig•~~il'(ejiij!mJmrW;Ai1;7.;;;;;;;;:i~~1 1 upon behalfofwhich the individual(s) acted,
exe
OFNE
10#5014877
IKi COMMISSION EXPIRES
STATE OF _____ _
) ss.
COUNTY OF _____ )
I
On the __ day of ______ in the year 2022, before me, the undersigned, personally
appeared ___________ .. personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(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 capacity(ies), that by his/her/their
signature(s) on the instrument. the individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public
My commission expires ______ _
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II
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EXHIBIT A
OWNER'S PROPERTY
Parcel Number: 33.-1-6.5
Parcel ID: 502889-33.-1-6.S
Location 1073 ~ovocool Hill Rd
Municipality: Groton
Size: 50 1 7 Acres
Tax Map: 33
Land Value: ~.►~2 ('fi[t 00
Assessed Value: S ~ ·_(1 GC'l 1 C0
Property Class: Residential
Property Description Rurl ,es&rcc
Front/Depth: O .x O
School District: Groton
Li •:·pJu~•"'I
l'.~•-1 S:.:~f Ii•·>
Said parcel contains approximately 50.17 acres
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EXHIBITB
DESCRIPTION OF EASEMENT AREA
Transmission Easement Area: An are..a within the Property thirty feet (30") wide and
approximately one thousand three hundred six (1,306) feet long, within the Property, in the
locations generally depicted on Exhibit B-1. to be used for the installation of the Transmission
Facilities. The~ contains thirty-nine thousand one hundred eighty square feet (39,180 SF) (the
'"Transmission Easement Area"').
Temporary Construction Laydown Area: An additional ten (10") in width beyond and along
the above described Transmission Easement Area. in the locations generally depicted on Exhibit
B-1, to be JJsed for...st.Qrage oJequipmrnL!!D_d materials the staging of construction work and the
conSJ!:!.!9tion of the Transmission Facilities, inspectingr.ID!!intaini!)g,_ operating and repairing the
Transmission Facilities. The temporary construction laydown area contains thirteen thousand
sixty square feet (13,060 SF) (the ··Temporary Construction Laydown Area").
Prior to the construction of the Transmissjon Facilities on the Property by Developer, Developer
shall provide notice to the Owner identifying with particularity the final location of the
Transmission Easement Area and Temporary Construction Laydown Area on the Property, and
the metes and bounds descriptions of such parcel(s) shall replace and supersede this Exhibit Band
Exhibit B-I and thereafter serve to identify the location of the Transmission Easement Area and
Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon
request of either party, the parties shall promptly amend the Agreement to reflect such substitution
of this Exhibit Band Exhibit B-1.
Both Parties understand that the final location of the Transmission Easement Area may be altered
in such a manner as may be necessary in Developer·s reasonable discretion to ensure compliance
with any relevant laws or regulations, or to accommodate the construction viability of the
Transmission Facilities. Any such changes will be reflected in the amendment to this Exhibit B
and Exhibit B-1 prior to the commencement of construction and, if significant, shall require the
mutual consent of the Parties. which consent shall not be unreasonably withheld or denied.
No development will be permitted in the area depicted in Exhibit B-1. Figure B-1.3.
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13
RETURN TO:
YELLOW BARN SOLAR, c/o ERIC MILLARD, 2045 LINCOLN H!GHWA Y, EDISON, NY 08817
TRANSMISSION EASEMENT AGREEMENT
Underground Transmission Lines
This Transmission Easement Agreement ("Agreement") dated as of ]{y 1')r(1 J ~ , 2022 (the
"Effective Date"), is entered into by and between Kimberlee Rice and Chad Smith whose address
is 1161 Sovocool Hill Rd, Groton, NY 13073 (the "Owner"); and Yellow Barn Solar, LLC, a
Delaware Limited Liability Company (together with its successors and assigns, "Developer"),
whose address is: 2045 Lincoln Highway, Edison, NJ 08817.
RECITALS
A. Owner owns the real property located in the town of Groton, Tompkins County,
State of New York, more particularly described on Exhibit A attached hereto (the "Property").
B. Developer is developing energy generation facilities (the "Solar Facilities") on
properties located in the vicinity of the Property (the "Project").
C. Developer desires to obtain (i) a Gexclusive easement for purposes of installing
underground transmission lines and related facilities, to serve one or more phases of the Project,
for the transmission of electricity across certain portions of the Property, (ii) a temporary
construction easement over additional portions of the Property for purposes of constructing,
repairing and maintaining such lines and facilities, and (iii) an access easement to and from the
Solar Facilities and Transmission Facilities (as hereinafter described), and the related rights
described herein.
D. Owner is willing to grant such easements on the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, Owner and Developer agree as follows:
Grant and Description of Easements.
1.1 Grant of Easement for Transmission Facilities. Owner hereby grants and
conveys to Developer a non-exclusive easement (the "Transmission Easement") on, in, along, . \ rlp 1
over, across and under the Property, in the locations generally described on the attached..Ex4Hbits13 ex GI Uvt\..,
and~-1_ (the "Easement Areas"), for the purposes of surveying, conducting studies (including but [2
not limited to cultural surveys, environmental studies, and geotechnical studies including soil 0
LI Q (\l\tMl l'Y\ 0rr\ -O)Jl\< y ~ ~ s \'\ Dt 0 r" vyr a LLf> S5 V i' /4 B
borings), erecting, constructing, replacing, relocating, improving, enlarging, removing, inspecting,
maintaining, operating, repairing, using, and allowing underground electrical transmission and
related communications lines and cables, wires, conduit, circuit breakers and transformers, and any
and all necessary and proper facilities, fixtures, and additional equipment any way related to or
associated with any of the foregoing for the transmission of electrical energy (collectively,
"Transmission Facilities"), together with the Appurtenant Rights referenced below. The rights
granted herein by Owner do not include the right to construct substation facilities upon the
Easement Areas.
1.2 Other Appurtenant Rights. In addition to the foregoing, Developer is
hereby granted, and shall have, the following related rights necessary or convenient for
Developer's use of the Transmission Easement (the "Appurtenant Rights"):
(a) the right of ingress to and egress from the Transmission Facilities
(whether located on the Property, on adjacent property or elsewhere), over, along and through the
Property for the purpose of constructing, repairing, maintaining or removing the Transmission
Facilities;
(b) the right to enter the Property for the purpose of surveying and
conducting studies (including but not limited to cultural surveys, environmental studies, and
geotechnical studies including soil borings) in connection with such Transmission Facilities;
( c) the right to permit the installation, placement or attachment to the
Transmission Facilities within the Easement Areas; I
AS 1
(d) the right to clear and to keep clear the Easement Areas free from any
buildings, fencing (notwithstanding the foregoing, Owner has the right to install fencing for
farming and grazing purposes or boundary line purposes, provided that Developer may temporarily
remove such fencing to exercise its rights hereunder), equipment, brush, combustible material and
any and all other new structures, and obstructions of any kind, and the right to trim or remove
brush, trees or other hazards on the Property which, in the reasonable opinion of Developer, may
interfere with Developer's exercise of its rights hereunder;
(e) the right during periods of construction of the Transmission
Facilities (and during periods of any repair or replacement thereof) to use the additional areas of
the Property described on Exhibit B as the "Temporary Construction Laydown Area" for the
storage of equipment and materials, t~e staging of construction work and the construction of
Transmission Facilities; and ~ ¥110r1 q l3', I
(f) all other rights and privileges necessary and incidental to the full use
and enjoyment of the Transmission Easement for the purposes permitted in this Agreement.
1.3 Term of Easement. The term of this Agreement (the "Term") is perpetual,
unless terminated pursuant to Section 3 below.
2. Payments for Transmission Easement.
2
2.1 Compensation. As the consideration for this Agreement and the grant
of the Transmission Easement and other rights hereunder, Developer agrees to make payments to
Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be
included with this Agreement when recorded with the county recorder, and that so removing
Exhibit C prior to recording is intentional and does not in any way affect the validity of this
Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments
under the Agreement, and shall not be permitted to assign payments due to Owner under the
Agreement to a third party without the consent of Developer. Upon the transfer of an interest in
the Property to an heir, legal representative, successor or assign, the payments hereunder ( or the
proportionate share thereof) shall inure to the benefit of such party.
2.2 Crop Damages. The parties anticipate and acknowledge that Owner or
Owner's renters may suffer damage to crops, soil compaction, tile, fences, and other property or
improvements on the Property during Developer's construction, installation, maintenance and
removal of Transmission Facilities on the Property, including but not limited to the Temporary
Construction Laydown Areas. Compensation for crop damage shall be [100% of Fair Market
Value in the year of such compaction (the "Crop Damage Payment")]. The "Fair Market
Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the
date of such damage or destruction, and shall be calculated using conventional methods normally
used in the host county, such as by obtaining the daily price ($/bushel) and yield (bushels/acre)
from the nearest grain terminal. After construction is complete and payment of the Crop Damage
Payment, Developer shall not be responsible to pay Owner or Owner's renters any loss of income,
rent, business opportunities, profits or other losses arising out of Owner's inability to grow crops
or otherwise use the portion of the Premises occupied by Transmission Facilities.
3. Termination; Default.
3.1 Termination by Developer. Developer, its succe:;son; or assigns shall have
the right to terminate the Transmission Easement and this Ajre. ement at any time upon written
notice to Owner in recordable form. p h_ i rv\-eM tr \'V\ (Ii{;\ e, Co1 Y) n O 1" t-€1\I D )( Jc fl
3.2 Termination by Owner for Default by Developer. Owner, its successors
or assigns shall have the right to terminate the Transmission Easement and this Agreement only if
(a) Developer fails to i) pay any monetary amounts owing hereunder when due or ii) pay the
Easement Value Payment by 11 :59 E.S.T. on the fifth anniversary of the Effective Date or iii)
restore the general condition of the Easement Areas to a state reasonably similar to their pre-
construction state within twelve ( 12) months of the payment of the Easement Value Payment (b)
Owner notifies Developer, its successors, assigns and Mortgagees (as defined below) of the default
in writing, which notice sets forth in reasonable detail the facts pertaining to the default and amount
owed to cure such default, and ( c) Developer, its successors, assigns, or Mortgagees have not cured
the default within sixty (60) days after Developer receives the written notice from Owner, or within
such longer period of time as is required to cure such default, so long as Developer, its successors,
assigns, or Mortgagees diligently pursues such cure to completion.
3.3 Actions Upon Termination. Upon termination of this Agreement,
Developer shall file a termination of this Agreement in the public records. Within twelve (12)
months after the expiration, surrender or termination of this Agreement, Developer shall remove
3
from the Easement Areas ( or such part thereof, as applicable) any Transmission Facilities owned,
installed or constructed by Developer thereon and leave the surface of the Easement Areas free
from debris; provided, however, that Developer shall only be required to remove the same to the
greater of (a) forty-eight ( 48) inches below the surface of the land or (b) the depth (if any) required
by applicable law; and Developer shall have a continuing easement to enter the Property for such
purpose during such twelve (12) month period. If Developer fails to remove any of the
Transmission Facilities within the required time period, such Transmission Facilities shall be
considered abandoned by Developer and Owner may remove the Transmission Facilities. In the
event Owner removes such Transmission Facilities, Developer shall reimburse Owner for all
reasonable costs of removing those Transmission Facilities, less any salvage value received by
Owner, within thirty days after receipt of an invoice from Owner. In addition, if applicable,
Developer shall pay Owner a Crop Damage Payment as set forth in Section 2.2.
4. Nature of Easement; Overburdening.
4.1 Easement in Gross. The easements and covenants contained in this
Agreement are intended to be easements in gross and shall run with the Property, but shall not be
appurtenant to any land owned or controlled by Developer. Owner agrees that the easements may
continue to be used for the purposes described herein for the benefit of any property owned, leased,
or otherwise occupied or used by Developer and Developer's successors, assigns, and tenants.
4.2 Abandonment. Except as provided in Section 3, no act or failure to act on
the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an
abandonment, surrender or termination thereof, except upon recordation by such holder of a
quitclaim deed specifically conveying the Transmission Easement back to Owner.
5. Assignment/Mortgage. 6,\
5.1 Right to Assign. Developer shall have the ri~ht, without Owner's consent,
to sell, convey, lease, transfer or assign all or any portion of the(Transmission Easement, this
Agreement, or the Transmission Facilities on a nonexclusive basis, or to apportion, grant sub-
easements, co-easements, separate easements, leases, licenses or similar rights, however
denominated, to one or more persons or entities. Developer shall provide notice of any such sale,
conveyance, lease, transfer or assignment to Owner.
5.2 Right to Mortgage. Developer may, upon notice to Owner, but without
Owner's consent or approval, mortgage, collaterally assign, or otherwise encumber and grant liens
and security interests in all or any part of its interest in this Agreement, the Transmission Easement,
the Easement Areas and the Transmission Facilities (collectively, the "Transmission Facilities
Assets"), which security interests in all or a part of the Transmission Facilities Assets are
collectively referred to herein as "Mortgages" and the holders of the Mortgages, their designees
and assigns are referred to herein as "Mortgagees." Owner agrees to consent in writing to such
financing documents as may be reasonably required by Mortgagees in connection with any
financing of or involving the Transmission Facilities Assets. As a precondition to exercising any
remedies related to any alleged default by Developer under this Agreement, provided that Owner
has been provided with the identity and contact information for any Mortgagees, Owner shall give
written notice of such default to each Mortgagee at the same time it delivers the notice to
4
Developer, specifying in detail the alleged default and the required remedy. Each Mortgagee shall
have the same amount of time to cure the default as to Developer's entire interest or its partial
interest in the Transmission Facilities Assets as is given to Developer and the same right to cure
any default as Developer or to remove any property of Developer or its assigns. Developer may
not mortgage, collaterally assign, or otherwise encumber and grant liens and security interests in
Owner's interest in the Property. For the avoidance of doubt, Developer shall only have the right
to mortgage or otherwise encumber its own interests in the Property and cannot grant or assign
any right not granted by this Agreement.
6. No Interference. Owner shall not construct, install, or permit to be constructed or
installed, any improvements, fences (notwithstanding the foregoing, Owner has the right to install
fencing for farming and grazing purposes or boundary line purposes, provided that Developer may
temporarily remove such fencing to exercise its rights hereunder), structures, buildings, foliage or
vegetation, utility lines or other improvements of any type whatsoever upon, in, on, under or near
the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits
as set forth in this Agreement.
7. Indemnity. To the fullest extent not prohibited by applicable law, Developer shall
indemnify, hold harmless, and, at Owner's election, defend Owner and Owner's officers,
shareholders, affiliates, employees, tenants, guests and agents for, from and against any and all
claims, loss, damage, expense and liability for injury to or illness or death of any person, or injury
to, loss or destruction of any property resulting from or arising out of the use or existence of the
Transmission Easement, or the conduct of Developer or any contractor, agent, employee, invitee,
tenant or permittee of Developer, or its successors and assigns.
8. Miscellaneous.
8.1 Complete Agreement. This Agreement is the final and complete
agreement between the parties concerning the Transmission Easement.
8.2 Estoppel Certificates. Owner shall execute estoppel certificates
( certifying as to truthful matters, including without limitation that no default then exists under this
Agreement, if such be the case), consents to assignment and non-disturbance agreements as
Developer or any Mortgagee may reasonably request at any time and from time to time. Owner
and Developer shall cooperate in (a) amending this Agreement from time to time to include any
provision that may be reasonably requested by Developer or Owner or any Mortgagee to
implement the provisions contained in this Agreement or to preserve a Mortgagee's security
interest and (b) executing any documents which may reasonably be required by Developer or a
Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non-
disturbance from any Mortgagee with respect to Developer's interest in the Easement Areas.
8.3 Notices. Notices allowed or required hereunder shall be in writing and shall
be effective when served upon or personally delivered to the party to whom such notice is directed,
or, if mailed, two (2) days after such notice is deposited in the United States mail, certified or
registered, correct postage prepaid, and addressed to the parties at their respective addresses as set
forth above, or at such other address as such party shall notify the other party beforehand.
5
8.4 Attorney Fees. If an action, suit, or other proceeding is initiated to enforce
or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and
expenses incurred by the prevailing party, including reasonable attorney fees at trial, on appeal,
and any petition for review and in any other proceeding, including, without limitation, any
bankruptcy or arbitration proceeding.
8.5 Notice of Easement. During the term of this Agreement, Owner shall give
written notice of the existence of the Transmission Easement to any prospective tenant, lessee,
Developer, or assignee of Owner who proposes to acquire any interest in the Property.
8.6 Severability and Parties Bound. The enforceability, invalidity, or
illegality of any provisions of this Agreement shall not render the other provisions hereof
unenforceable, invalid or illegal. This Agreement shall bind and inure to the parties and their
respective successors and assigns.
8.7 Further Acts and Assurances. Each party hereby agrees that each shall
execute such additional documents or instruments, and shall undertake such actions as are
necessary and appropriate to effectuate the intent of this Agreement. Concurrently, with the
execution of this Agreement, at the request of Developer, Owner and Developer agree to execute
a memorandum of this Agreement in such form as may be reasonably requested by Developer,
which shall be recorded in the public records by Developer at Developer's expense.
8.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one and
the same document.
The remainder of this page is intentionally blank.
6
IN WITNESS WHEREOF , the parties have executed this instrument as of the date
first writte n above.
OWNER(S):
DEVELOPER:
STATEOF Ju) yoJ )
~ . ) ss.
COUNTY OF A ?A )
Chad Smith
Owner
By: Eric Millard
Its: Chief Commercial Officer
-===~~~;,-{.-in the year 2022, before me, the undersigned, personally
appeared l\.,l..l!!!!!Y~~~~ii::&LJ.t,..Q~'.!...~ ersonally known to me or proved to me on the basis of
satisfactory evidenc o be the indi dual(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 capacity(ies), that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted ,
executed the instrument.
ST A TE OF -J-.:.=t.L==:...__.J...U..=...-)
) ss.
COUNTY O )
-==r c. • J()Sl'ffl k BANCROFT
• "°'81Y Public State of New Vot1\
011111. in T9mpllins C!). NoJ. Oly12Bf6~0if
MY Commtss10n Exntres u •
On~• in the year 2022, before me, the undersigned, personally
appeared C , personally known to me or proved to me on the basis of
satisfactory evidencetobetheind0dual(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 capacity(ies), that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted ,
executed the instrument.
7
1ss 1on ex pires / I Z J / 2,.02-~.
· H~t. · JOSL'ffl k 8ANCR0~ '{0!11.
• NotatV Pub.lie, StatN ot~tfl.6010741
Ou:il . in T~mpllmJU Co~es ~uly 27, 20...J&:. Mv comm1ss1 on u
sTATE oF New '(ovt )
COUNTY OF 1J)]'V'f Ii nJ )) ss .
On the ~ ( day of )u I \ in the year 2022 , before me , the undersigned , personally
appeared ff~ffe,.-z:,{ ' , personally known to me or proved to me on the basis of
satisfactory evidence to be the individ ua l(s) w hos e name(s) is (are) subscribed to the within instrument and
acknowl edged to me that he/she/they execut ed t he same in his/her/their capacity(ies), that by his/her/their
signature(s) on the instr ument, the in di vi dual(s ), or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Pu c 1)
My commission expires -4-~-4------
Rosanna Alvarez
NOTARY PUBLIC
STATE OF NEW JERSEY
ID# 501487713
MY COMMISSION EXPIRES Janu ary
8
Parcel Number: 33.-1-3.4
Parcel ID: 502889-33.-1-3.4 v
Paree! ID: 502889-33.<-3,4
Location 1 H:'. 1
l\1hrnkipality: Cc1 ,:.ii .:)n
Size: -~ •
T0x rv1ap: :_. :,
lclnd V,due:
Hill
~ I Prop.z:rty Clas$: f<t:~:1,:k·n1.! .. ::
Property Desci ipriun f.,.if,:i-!1r::1J :ill:J
Front/DQpth: :·
School District: •-~~r•J\r)r1
EXHIBIT A
OWNER'S PROPERTY
/4 1 of2 It-
Said parcels contain approximately 6. 78 acres
9
EXHIBITB
DESCRIPTION OF EASEMENT AREA
Transmission Easement Area: An area within the Property thirty feet (30') wide and
approximately six hundred eighteen ( 618') feet long, within the Property, in the locations
generally depicted on Exhibit B-1.1, to be used for the installation of the Transmission Facilities.
The area contains eighteen thousand five hundred forty square feet (18,,~54:';;0~S;;,F~t~~''ii/['"'"'7~
{\lJ (\<}V ~~m~~"). Or An area within the Property thirty eet ') wide and
V V 0 \1if1pproximately one thousand twent-two (1022') feet long, within the Property, in the locations Q if ) '.~enerally depicted on Exhibit B-1.2, to be used for the installation of the Transmission Facilities.
, ◊) tn .~ r .. , he area contains thirty thousand six hundred sixty square feet (30,660 SF) (the "Transmission I\ ~ \ \ f asement Area").
()} Temporary Construction Laydown Area: An additional ten (10') in width beyond and along
the above described Transmission Easement Area, in the locations generally depicted on Exhibit
B-1.1. to be used for storage of equipment and materials, the staging of construction work and the
construction of the Transmission Facilities, inspecting, maintaining. operating and repairing the
Transmission Facilities. and the permanent overhang of Transmission Facilities. The temporary
construction laydown area contains Six thousand one hundred eighty square feet (6,J~0 SEJ (the
"Temporary Construction Laydown Area"). Or An additional ~in width beyond and
along the above described Transmission Easement Area, in the locations generally depicted on
Exhibit B-1.1. to be used for storage of equipment and materials, the staging of construction work
and the construction of the Transmission Facilities, inspecting, maintaining, operating and
repairing the Transmission Facilities, and the permanent overhang of Transmission Facilities. The
temporary construction laydown area contains ten thousand two hundred twenty square feet
(10,220 SF) (the "Temporary Construction Laydown Area").
Prior to the construction of the Transmission Facilities on the Property by Developer, Developer
shall provide notice to the Owner identifying with particularity the final location of the
Transmission Easement Area and Temporary Construction Laydown Area on the Property, and
the metes and bounds descriptions of such parcel(s) shall replace and supersede this Exhibit Band
Exhibit B-1 and thereafter serve to identify the location of the Transmission Easement Area and
Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon
request of either party, the parties shall promptly amend the Agreement to reflect such substitution
of this Exhibit B and Exhibit B-1.
Both Parties understand that the final location of the Transmission Easement Area may be altered
in such a manner as may be necessary in Developer's reasonable discretion to ensure compliance
with any relevant laws or regulations, or to accommodate the construction viability of the
Transmission Facilities. Any such changes will be reflected in the amendment to this Exhibit B
and Exhibit B-1 prior to the commencement of construction.
10
EXHIBIT B-1
DIAGRAM OF EASEMENT AREAS
~ ~eloper agrees to the Transmission Easement Area, Figure B-1.1, are shown approximately in I~\ l.)~n the aerial map below. The Temporary Construction Laydown Areas are shown 1-• approximately in yellow on the aerial map below. This Exhibit will be replaced with a more
detailed survey map prior to the commencement of construction of the Transmission Facilities.
!1 \ o-vJ Figure B-1.1
Note: The circle on the eastern side of the transmission easement area is a sugar maple tree
eve loper agrees to avoid developing within fifteen (15) feet of the tree.
11
RETU RN TO:
Y ELLO W BARN S OLAR, c/o ERIC Ml LLAR D, 2045 L INC OLN HIGHWAY , EDISON , NY 08817
TRANSMISSION EASEMENT AGREEMENT
Underground Transmission Lines
This Transmiss ion Easement Agreement (" Agreement") dated as of J.,._ ~ \ K~ , 2022 ( the
"Effective Date"), is entered into by and between Benstead Farm Corp , aew York Corporation ,
with an address of 264 Cobb Street, Groton , NY 13073 (the "Owner"); and Yellow Barn Solar,
LLC , a Delaware Limited Liability Company (together with its successors and assigns,
"Developer"), whose address is: 2045 Lincoln Highway, Edison, NJ 08817 .
RECITALS
A. Owner owns the real property located in the town of Groton, Tompkins County,
State of New York, more particularly described on Exhibit A attached hereto (the "Property").
B . Developer is developing energy generati~n facilities (the "Solar Facilities") on
properties located in the vicinity of the Property (the "Project").
C. Developer desires to obtain (i) a non -exclusive easement for purposes of installing
underground transmission lines and related facilities, to serve one or more phases of the Project,
for the transmission of electricity across certain portions of the Property, (ii) a temporary
construction easement over additional portions of the Property for purposes of constructing,
repairing and maintaining such lines and facilities, and (iii) an access easement to and from the
Solar Facilities and Transmission Facilities (as hereinafter described), and the related rights
described herein.
D. Owner is willing to grant such easements on the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW THEREFORE , for good and valuable consideration, the sufficiency of which is
hereby acknowledged, Owner and Developer agree as follows:
1. Grant and Description of Easements.
1.1 Grant of Easement for Transmission Facilities. Owner hereby grants and
conveys to Developer a non -exclusive ea sement (the "Transmission Easement") on , in , alon g,
over, across and under the Property , in the locations generally described on the attached Exhibits B
and B -1 (the "Easement Areas"), for th e purposes of surveying , condu cting studies (including bu t
not limited to cultural surveys , environmental studies , and geo technical studies including soil
1
borings), e re Un g. co n tru c ling, re placing, re lo ca ting, Improving, e nlarging, removing. inspecting.
mnlnta lning, operating, repairing, usi ng, and allowing underground e lectrical transmJsslon and
related ommunlcatlons lin es and ca bles , wires , conduit, circuit brea kers and transforme rs, and any
and all neces ary and proper facllltles, f'lxtur es , and additional equlpmenl any way related to or
associated with any of the foregoing for the transmission of electrical energy (collectively.
''Transml~sion Facilities"), toge th er wiU1 th e Appurte nont Rights reference d below. The rights
grante d herein by Owner do not lnclud · th e right to construct substation facilities upon U1 e
Easeme nt. Aret1s .
1.2 Other Ap1>urtena11t Rights. ln addition to the foregoing. Developer is
he reby granted, and shall have, the following related rights necessary or convenient for
Developer's use of the Transmission Easement (the "Appurtenant Rights"):
(a) the right of Ingress to and egress from the Transmission Facilities
(whe th er located on the Properly. on aqjacent property or elsewhere), over, along and through lhe
Property for the purpose of constructing, repairing, maintaining or removing the Transmission
Facilities:
(b) the right t:o enter the Property for the purpose or surveying and
conducting studies (including but not limited to cullural surveys, environmental studies, and
geotechnical studies including soil borings) in connection with such Transmission Facilities ;
(c) the right lo permit the lnst.allation. placement or attachment to the
Transmission Facilities within the Easement Areas;
(d) the right to clear and to keep clear the Easement Areas free from any
buildfogs, fencing (notwithstanding the foregoing, Owner has the right to install fencing for
farming and grazing purposes or boundary line purposes, provided that Developer may temporarily
remove such fencing to exercise its rights hereunder), equipment, brush, combustible material and
any and all other new structures , and obstructions of any kind, and the right to trim or remove
brush , trees or other hazards on the Property which, In the reasonable opinion of Developer, may
interfere with Developer's exercise of its rights hereunder;
(e) the right during perJods of construction of the Transmission
Facilities (and during periods of any repair or replacement thereof) to use the additional areas of
the Property described on Exhibit B as the "Temporary Construction Laydown Area" for the
storage of equipment and materials , the staging of construction work and th e construction of
Transmission Facilities; and
(t) all other rights and privileges necessary and In c id ental to the full use
and enjoyment of the Transmission Easement for th e purposes pcnnHted in this Agreement.
1.3 Tenn of Easement. The te rm of this Agreeme nt (the "Term") is perpetual ,
unless terminated pursuant to Section 3 below .
2. Payments for Transmission Easement.
2
2.1 Compensation. As the consideration for this Agreement and the grant
of the Transmission Easement and other rights hereunder, Developer agrees to make payments to
Owner as described in Exhibit C. The parties acknowledge and agree that Exhibit C will not be
included with this Agreement when recorded with the county recorder, and that so removing
Exhibit C prior to recording is intentional and does not in any way affect the validity of this
Agreement. Owner acknowledges and agrees that it shall not be permitted to sever the payments
under the Agreement, and shall not be permitted to assign payments due to Owner under the
Agreement to a third party without the consent of Developer. Upon the transfer of an interest in
the Property to an heir, legal representative, successor or assign, the payments hereunder (or the
proportionate share thereof) shall inure to the benefit of such party .
2.2 Crop Damages. The parties anticipate and acknowledge that Owner or
Owner's renters may suffer damage to crops, soil compaction, tile, fences, and other property or
improvements on the Property during Developer's construction, installation, maintenance and
removal of Transmission Facilities on the Property, including but not limited to the Temporary
Construction Laydown Areas. Compensation for crop damage shall be [100% of Fair Market
Value in the year of such compaction (the "Crop Damage Payment")]. The "Fair Market
Value" shall be the fair market value for the amount of crop actually destroyed or damaged on the
date of such damage or destruction, and shall be calculated using conventional methods normally
used in the host county, such as by obtaining the daily price ($/bushel) and yield (bushels/acre)
from the nearest grain terminal. After construction is complete and payment of the Crop Damage
Payment, Developer shall not be responsible to pay Owner or Owner's renters any loss of income,
rent, business opportunities, profits or other losses arising out of Owner's inability to grow crops
or otherwise use the portion of the Premises occupied by Transmission Facilities. Following
construction, should any planted crops be disturbed by Developer, Developer shall re-seed the
Easement Areas with the appropriate crop in Owner's reasonable discretion. Should actions by
Developer prevent crops from being planted in the Easement Areas, Developer shall compensate
for the expected profits of the portion of crops that would have been planted within the Easement
Area up to a maximum of $100/acre, based on the Fair Market Value of those crops, less the
expenses that would be incurred from planting through sale for that p01tion of the crops.
3. Termination; Default.
3.1 Termination by Developer. Developer, its successors or assigns shall have
the right to terminate the Transmission Easement and this Agreement at any time upon written
notice to Owner in recordable form.
3.2 Termination by Owner for Default by Developer. Owner, its successors
or assigns shall have the right to terminate the Transmission Easement and this Agreement only if
(a) Developer fails to pay any monetary amounts owing hereunder when due (b) Owner notifies
Developer, its successors, assigns and Mortgagees (as defined below) of the default in writing via
(a) personal delivery by commercial courier, (b) reputable overnight delivery service with proof
of delivery, or (c) United States Mail, postage prepaid, registered or certified mail, return receipt
requested, which notice sets forth in reasonable detail the facts pertaining to the default and amount
owed to cure such default, and (c) Developer, its successors, assigns, or Mortgagees have not cured
the default within seventy (70) days after Owner sends the written notice from Owner, or w ithin
such longer period of time as is required to cure such default, so long as Developer, its successors,
3
assigns, or Mortgagees diligently pursues such cure to completion. If Developer fails to make any
payment to Owner required of it hereunder when due, interest shall accrue on the overdue amount,
from the date due until the date paid, at a rate equal to the sum of two percent (2%) per annum plus
the prime lending rate as from time to time may be published by The Wall Street Journal under the
"Money Rates" section, or in the event the prime lending rate from The Wall Street Journal is no
longer available, a similar rate utilized by national lending institutions; provided that in no event
shall such interest exceed the maximum rate permitted by law (the "Interest Rate"). Payments due
to Owner under Section 4 shall be considered overdue if not received with 15 days of the applicable
due date.
3.3 Actions Upon Termination. Upon termination of this Agreement,
Developer shall fi.Je a termination of this Agreement in the public records. Within twelve (12)
months after the expiration, surrender or termination of this Agreement, Developer shall remove
from the Easement Areas (or such part thereof, as applicable) any Transmission Facilities owned,
installed or constructed by Developer thereon and leave the surface of the Easement Areas free
from debris; provided, however, that Developer shall only be required to remove the same to the
greater of (a) forty-eight (48) inches below the surface of the land or (b) the depth (if any) required
by applicable law; and Developer shall have a continuing easement to enter the Property for such
purpose during such twelve (12) month period. If Developer fails to remove any of the
Transmission Facilities within the required time period, such Transmission Facilities shall be
considered abandoned by Developer and Owner may remove the Transmission Facilities. In the
event Owner removes such Transmission Facilities, Developer shall reimburse Owner for all
reasonable costs of removing those Transmission Facilities, less any salvage value received by
Owner, within thirty days after receipt of an invoice from Owner. In addition, if applicable,
Developer shall pay Owner a Crop Damage Payment as set forth in Section 2.2. For the avoidance
of doubt, should an annual payment as identified in Exhibit C become due following termination
of this Agreement, Developer shall pay such annual payment unless the Transmission Facilities
have been completely removed and the Easement Areas restored and left free of debris.
4. Nature of Easement; Overburdening.
4.1 Easement in Gross. The easements and covenants contained in this
Agreement are intended to be easements in gross and shall run with the Property, but shall not be
appurtenant to any land owned or controlled by Developer. Owner agrees that the easements may
continue to be used for the purposes described herein for the benefit of any property owned, leased,
or otherwise occupied or used by Developer and Developer's successors, assigns, and tenants.
4.2 Abandonment. Except as provided in Section 3, no act or failure to act on
the part of Developer or the holder of the Transmission Easement shall be deemed to constitute an
abandonment, surrender or termination thereof, except upon recordation by such holder of a
quitclaim deed specifically conveying the Transmission Easement back to Owner.
5. Assignment/Mortgage.
5.1 Right to Assign. Developer shall have the right, without Owner's consent,
to sell, convey, lease, transfer or assign all or any portion of the Transmission Easement. this
Agreement, or the Transmission Facilities on a nonexclusive basis, or to apportion , gran t sub -
4
easements, co-easements, separate easements, leases, licenses or similar rights, however
denominated, to one or more persons or entities. Developer shall provide notice of any such sale,
conveyance, lease, transfer or assignment to Owner. Such notice shall include all pertinent contact
information of Assignee for Owner's benefit
5.2 Right to Mortgage. Developer may, upon notice to Owner, but without
Owner's consent or approval, mortgage, collaterally assign, or otherwise encumber and grant liens
and security interests in all or any part of Its interest in this Agreement, the Transmission Easement,
the Easement Areas and the Transmission Facilities (collectively, the "Transmission Facilities
Assets"), which security interests in all or a part of the Transmission Facilities Assets are
collectively referred to herein as "Mortgages" and the holders of the Mortgages, their designees
and assigns are referred to herein as "Mortgagees." Owner agrees to consent in writing to such
financing documents as may be reasonably required by Mortgagees in connection with any
financing of or involving the Transmission Facilities Assets. As a precondition to exercising any
remedies related to any alleged default by Developer under this Agreement, as described in Section
3.2, provided that Owner has been provided with the identity and contact information for any
Mortgagees, Owner shall give written notice of such default to each Mortgagee at the same time
it delivers the notice to Developer, specifying in detail the alleged default and the required remedy.
Each Mortgagee shall have the same amount of time to cure the default as to Developer's entire
interest or its partial interest in the Transmission Facilities Assets as is given to Developer and the
same right to cure any default as Developer or to remove any property of Developer or its assigns.
Developer may not mortgage, collaterally assign, or otherwise encumber and grant liens and
security interests in Owner's interest in the Property.
6. Taxes.
6.1 Developer shall pay prior to the due date any property taxes levied or
assessed by any governmental authority related to the Easement, Transmission Facilities and the
rights granted under this Agreement. In the event that any taxes that are Developer's
responsibility hereunder are levied or assessed in the name of Owner as part of the real property
taxes payable by Owner, then Developer shall promptly reimburse Owner for Developer's
proportionate share thereof (as determined by the Parties in a fair and equitable manner) and
Owner shall promptly remit such payment to the relevant taxing authority. The tax obligation of
Developer hereunder is referred to as "Developer's Portion". If requested by either Party, the
Parties will use commercially reasonable efforts to have the Easement on the Property assessed
separately from Owner's interest in the Property. Developer shall also be responsible for any
increase in the amount of Owner's tax bills due to any change of use, improvements, permits
and/or change of zoning resulting from or relating to any of Developer's rights or interests under
this Agreement. Developer reserves the right to challenge any such taxes and assessments in the
name of Owner.
6.2 For any tax exempt program as defined in this Section that is in effect as
of the Effective Date, if Developer's activities under the Agreement or use of Owner's Property
causes any increase in the taxes assessed against Owner's Property or any larger parcel owned by
Owner (including liability for "rollback" taxes, interest and penalties for any tax exempt, tax
reduced, or beneficial tax programs including, without limitation, any (i) contract in connection
with the Conservation Reserve Program ("CRP Contract") created by Subtitle B -Conservation
5
Reserve of the Farm Security and Rural Investment Act of 2002, as amending Subchapter B of
chapter 1 of subtitle D of title XII of the Food Security Act of 1985; (ii) a New York State
D e partment of Environmental Conservation-approved forest management plan ("Forest
Management Plan") pursuant to New York State Real Property Tax Law § 480-a; or (iii) an
agricultural assessment program pursuant to the New York State Agricultural and Markets Law
("Agricultural Assessment")), Developer shall pay the entire amount of such increase in taxes
attributable to Owner's Property, together with any related interest or penalties, other than
interest and/or penalties arising from Owner's failure to timely provide Developer with a copy of
such tax bill.
7. No Interference. Owner shall not construct, install, or permit to be constructed or
installed, any improvements, fences (notwithstanding the foregoing, Owner has the right to install
fencing for farming and grazing purposes or boundary line purposes, provided that Developer may
temporarily remove such fencing to exercise its rights hereunder), structures, buildings, foliage or
vegetation, utility lines or other improvements of any type whatsoever upon, in, on, under or near
the Easement Areas that would materially inhibit or impair any of Developer's rights or benefits
as set forth in this Agreement.
8. Indemnity. To the fullest extent not prohibited by applicable law, Developer shall
indemnify, hold harmless, and, at Owner's election, defend Owner and Owner's officers,
shareholders, affiliates, employees, tenants, guests and agents for, from and against any and all
claims, loss , damage, expense and liability for injury to or illness or death of any person, or injury
to, loss or destruction of any property resulting from or arising out of the use or existence of the
Transmission Easement, or the conduct of Developer or any contractor, agent, employee , invitee,
tenant or permittee of Developer, or its successors and assigns.
9. Miscellaneous.
9.1 Land Preservation Practices. No topsoil is to be removed by Developer
from the Property during the Easement Term or during removal following termination. Geotextile
fabric will be used under any laydown areas to ensure ease of removal at the end of construction
or decommissioning. Any tree stumps removed by Developer will be removed from the Property
or appropriately ground and spread as may be reasonable to temporarily stabilize soil during
construction. Any rocks disturbed during construction will be neatly stockpiled in a location on
the Property of Owner's choosing. During construction, Developer will, at Owner's discretion,
stockpile any timber that is cut from the Property in a location on the Property of Owne r 's
choosing, so long as the location is outside the Easement Areas or otherwise will not negatively
impact the installation of the Transmission Facilities, in Developer's reasonable ruscretion.
9.2 Drainage tile intersections . Where the Transmission Facilities may
intersect or otherwise impact drainage lines installed on the Prop erty , Developer shall install a
schedule 40 pipe or perforated culvert to re connect any drainage tile dam aged by Developer.
Replacement tile shall extend 4' into undisturbed soil on each side of the ditch.
6
9.3 Drainage Financial Security. At the start of construction, Developer shall
post a bond or other acceptable form of financial security, in favor of Owner, in the amount of
Three Thousand Dollars ($3,000) for use by Owner in the event Developer's actions cause
drainage issues on the Property that are not promptly corrected by Developer. Such security shall
remain in effect for four (4) years to account for drainage issues that may not be immediately
apparent. The terms of the financial security will grant Devloper reasonable opportunity to correct
any issues prior to Owner's claim against such security
9.4 Complete Agreement. This Agreement is the final and complete
agreement between the parties concerning the Transmission Easement.
9.5 Estoppel Certificates. Owner shall execute estoppel certificates
(certifying as to truthful matters, including without limitation that no default then exists under this
Agreement, if such be the case), consents to assignment and non-disturbance agreements as
Developer or any Mortgagee may reasonably request at any time and from time to time, given that
Owner shall have up to thirty (30) days to review and execute any such document. Owner and
Developer shall cooperate in (a) amending this Agreement from time to time to include any
provision that may be reasonably requested by Developer or Owner or any Mortgagee to
implement the provisions contained in this Agreement or to preserve a Mortgagee's security
interest and (b) executing any documents which may reasonably be required by Developer or a
Mortgagee. Owner shall request of any Owner's lenders to execute an agreement of non-
disturbance from any Mortgagee with respect to Developer's interest in the Easement Areas.
9.6 Notices. Notices allowed or required hereunder shall be in writing and shall
be effective when served upon or personally delivered to the party to whom such notice is directed.
or, if mailed, two (2) days after such notice is deposited in the United States mail, certified or
registered, correct postage prepaid, and addressed to the parties at their respective addresses as set
forth above , or at such other address as such party shall notify the other party beforehand.
9.7 Attorney Fees. If an action, suit, or other proceeding is initiated to enforce
or interpret terms of this Agreement, the party not prevailing shall pay all reasonable costs and
expenses incurred by the prevailing party, including reasonable attorney fees at trial, on appeal,
and any petition for review and in any other proceeding, including, without limitation, any
bankruptcy or arbitration proceeding.
9.8 Notice of Easement. During the term of this Agreement, Owner shall give
written notice of the existence of the Transmission Easement to any prospective tenant, lessee,
Developer, or assignee of Owner who proposes to acquire any interest in the Property .
9.9 Severability and Parties Bound. The enforceability, invalidity, or
illegality of any provisions of this Agreement shall not render th e other provisions hereof
unenforceable, invalid or i1legal. This Agreement shall bind and inure to the parties and their
respective successors and assigns.
9.10 Further Acts and Assurances . Each party hereby agrees lh a l eac h shall
execute such additional documents or instruments, and shall undertake su ch actions as are
necessary and appropriate to effectuate th e intent of thi s Agreeme nt. Concurrently, with the
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IN WITNESS WHEREOF, the parties have executed this instrument as of the date
first written above .
OWNER(S):
DEVELOPER:
STATE OF NewYocK
COUNTY OF C,J.y u b A
)
) ss.
)
By: Eric Millard
Its: Chief Commercial Officer
On the J1?~s:.:: ;y i.<11, in the year 2022, before me, the undersigned, personally
appeared Do~\ CA s SQ\,\ , personally known to me or proved to me on the basis of
satisfactory evi ~nee to be the individual(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 capacity(ies), that by his/her/their
signature(s) on the instrument. the individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
STATE OF /JlW )u )')): )
COUNTY OF (hldd(t}t,C
) ss.
)
~ £. ~
Notary Public
My commission expires ____ __,....,a..-'tl1-rnu, E Mill Ai new er
Notary Public -State of New York
No. 01Ml6144408
Qualified In Cayuga County
My Commission Expires April 24, 2026
On the 1 (' day o,f ~u \ \ in the year 2022. before me. the undersigned, personally
appeared f?r-r:-l'Viif ftA~ o . personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(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 capacity(ies). that by his/her/their
signature(s) on the instrument, the individual(s). or the person upon behalf of which the individual(s) acted,
executed the instrument.
Rosanna Alvarez
NOTARY PUBLIC
TATE OF NEW JERSEY
ID# 501487713
MISSION EXPIRES Janua 19,2026
Notary Public
9
EXIIlBITB
DESCRIPTION OF EASEMENT AREA
Transmission Easement Area: An area within the Property thirty feet (30') wide and
approximately three thousand six hundred (3,600') feet long, within the Property, in the locations
generally depicted on Exhibit B-1, to be used for the insta11ation of the Transmission Facilities.
The ~ contains twenty-four thousand eight hundred forty square feet {108,000 SF) (the
"Transmission Easement Area").
Temporary Construction Laydown Area: An additional ten (10') in width beyond and along
the above described Transmission Easement_Area, in the locations generally depicted on Exhibit
B-1. to be used for storage of equipment and materials. the staging of construction work and the
construction of the Transmission Facilities. inspecting, mai-111~ining. operating and repairing the
Transmission Facilities. and the permanent overhang of Transmiss,i,Qn Facilities. The temporary
construction laydown area contains thirty six thousand square feet (36,000 SF) (the "Temporary
Construction Laydown Area").
Prior to the construction of the Transmission Facilities on the Property by Developer. Developer
shall provide notice to the Owner identifying with particularity the final location of the
Transmission Easement Area and Temporary Construction Laydown Area on the Property, and
the metes and bounds descriptions of such parcel(s) shall replace and supersede this Exhibit Band
Exhibit B-1 and thereafter serve to identify the location of the Transmission Easement Area and
Temporary Construction Laydown Area on the Property for purposes of the Agreement. Upon
request of either party, the parties shall promptly amend the Agreement to reflect such substitution
of this Exhibit B and Exhibit B-1.
Both Parties understand that the final location of the Transmission Easement Area may be altered
in such a manner as may be necessary in Developer's reasonable discretion to ensure compliance
with any relevant laws or regulations, or to accommodate the construction viability of the
Transmission Facilities. Any such changes will be reflected in the amendment to this Exhibit B
and Exhibit B-1 prior to the commencement of construction.
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EXIIlBIT B-1
DIAGRAM OF EASEMENT AREAS
The Transmission Easement Area is shown approximately in red on the aerial map below. The
Temporary Construction Laydown Area is shown approximately in yellow on the aerial map
below . Titis Exhibit will be replaced with a more detailed survey map prior to the
commencement of construction of the Transmission Facilities.
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