HomeMy WebLinkAboutApplication section 4 (4)4�tnS Aurora R. Valenti
o i ;=' ��a TOMPKINS COUNTY CLERK
320`North Tioga Street
Ithaca, NY 14850
(607) 274-5431
Fax: (607)274-5445
No. of Pages: 11 Delivered By
(including this
cover page) ENFIELD ENERGY
Receipt No. 549027 Return To:
ENFIELD ENERGY
Date: 10/02/2009 BOX
Time: 01:29 PM
Document Type: EASEMENT/LEASE
Parties
To Transaction: 2 74e,�
Tow n/City:
Deed Information
Taxable Consideration: $0.00
State Transfer Tax: $0.00
County Transfer Tax: $0.00
RETT No.: 02524
Instrument Number
*549027-003*
Mortqaqe Information
Taxable Mortgage Amount.-
Basic
mount:Basic Mortgage Tax:
Special Mortgage Tax:
Additional Mortgage Tax
Local Mortgage Tax:
State of New York
Tompkins County Clerk Mortgage Serial No.:
This sheet constitutes the Clerk endorsement required by Section 316-A(5) & Section 319 of the Real
Property Law of the State of New York.
!liar,. .{' rdt�-
Tompkins County
Clerk
Please do not remove this page.
Wind Lease
MEMORANDUM OF OPTION AGREEMENT AND LEASE AND EASEMENT
AGREEMENT
This MEMORANDUM OF OPTION AGREEMENT AND LEASE AND EASEMENT
AGREEMENT (this "Memorandum and Easement Agreement") is made upon the date of the first
acknowledgement of this Agreement, and is effective on U�,t, _ , 2009 as made by and
between Richard C. Teeter, -Jr. with an address of 738 Black bak Road, Newfield, NY
14867 ("Owner'") and Enfield Energy, LLC, a New York limited liability company, with an address
of PO Box 547, Ithaca, New York, 14851 ("Company").
RECITALS
A. Owner is the holder of fee simple title to the real property legally described on Exhibit
A attached hereto and made a part hereof (the "Property"). Company is the developer of the wind -
powered electricity generation facility commonly known as the Black Oak Wind Farm (the "Project").
B. Owner and Company have entered into an Option Agreement and Lease and Easement
Agreement (the "Agreement") with an effective date of %cam. ( , 2009 (the "Effective
Date"), pursuant to which Owner has granted to Company (i) an exclusive option to lease the
Property for development of the Project, and (ii) an exclusive Wind Development Easement on the
Easement Property (as defined below) for Wind Energy Purposes (as defined below).
C. Owner and Company want to set forth certain terms and provisions of the Agreement in this
Memorandum of Option Agreement and Lease and -Easement Agreement for recording purposes.
NOW, THEREFORE, for and in consideration of the rents and covenants reserved in the
Agreement and the covenants and conditions set forth in the Agreement, Owner and Company hereby
covenant, promise and agree as follows:
1. Definitions. Capitalized terms used in this Memorandum and Easement Agreement and
not otherwise defined shall have the meanings given.them in the Agreement. Certain specific
definitions used in this Memorandum and Easement Agreement and in the Agreement include the
following:
(a) "Wind Easement Property" means the real estate described on Exhibit A and is the property
which will be subject to the Wind Development Easement. In addition, the Wind
Development Easement affects all vertical space located above the surface of the Wind
Easement Property, at all elevations.
p. 36 of 45
Wind Lease
(b) "Wind Energy Purposes' means the exclusive right to convert wind energy resources into
electrical energy; collecting and transmitting the electrical energy so converted through the
construction and operation of Windpower facilities.
(c) `'Wind Turbine Generators" means towers; nacelles, blades and associated parts used to
generate electricity from wind.
(d) "Windpower Facilities" means Wind Turbine Generators, Cables, electric transformers,
energy storage facilities, telecommunications equipment, substations, power generation
facilities to be operated in conjunction with large wind turbine installations, roads, fences,
meteorological towers and wind measurement equipment, and other facilities and
equipment associated with or operated in conjunction with large wind. turbine installations.
2. Ootion to Lease. Pursuant to the Agreement, Owner grants to Company an exclusive
option to lease the Property.
(a) Term of Option. The Option Period shall commence on the Effective Date and shall
continue for up to five (5) years from the Effective Date, as provided in the Agreement.
(b) Exercise of Option. Company may.exercise its right to lease the Property by giving written
notice to Owner at any time prior to the termination of the Option Period.
(c) Option Payment. Payment for the Option to lease shall be made as provided for in the
Agreement, the first payment being delivered this date.
(d) Rights during Option Period
(i) Access to Property.. Company shall have the right to enter the Property for purposes of
installing and maintaining meteorological measuring equipment and conducting such
other tests, studies, inspections, surveys, and soil or other analysis as Company deems
advisable or necessary. Owner shall cooperate with Company in such efforts and make
available to Company for inspection, copies of all field tiling surveys, plans and other
such records of Owner only as such information relates directly to the proposed
Windpower Facilities.
(ii) Ridits Reserved to Ower. Owner expressly reserves the right to use the Property for
purposes that do not and will not interfere with Company's rights to use the Property for
Wind Energy Purposes.
3. Lease. If Company exercises its Option to lease the Property, Owner shall lease the
Property to Company. Pursuant to the Agreement, Company has the exclusive right to use the
Property for Wind Energy Purposes.
(a) Term of Lease. The Lease shall commence on the date Company gives notice of its
exercise of the option, or on such other date as Company may specify in such notice (the
p. 37 of 45
Wind Lease
"Lease Commencement Date"). The term of the Lease shall be thirty (30) years from the
Lease Commencement Date, subject to Company's option to extend the terra of the Lease
for one (1) additional twenty (20) year period, as provided in the Agreement.
(b) Rent. The rent due and payable from Company to Owner for the Lease shall be in the
amounts specified in, and shall be payable pursuant to the terms and provisions of, the
Agreement.
4, Wind Develonment Easement.
(a) Grant. Owner agrees to grant to Company an exclusive Wind Development Easement on
and over the Wind Easement Property. Owner agrees that this is and will be the only Wind
Development Easement on and over the Wind. Easement Property for the duration of the
easement. The grant of the Wind Development Easement shall also constitute a waiver of
any setback requirement, whether such setback is required from a property line, residence
or any other structure as would otherwise be required by any applicable law, ordinance or
regulation. Owner also agrees that Company may install Windpower Facilities on adjacent
land to the Property at a closer distanceto the Property than the setbacks that would
otherwise be required under any applicable law, .ordinance or regulation.
(b) Limitations on Use of Wind Easement..PrWerty. As of the Effective Date, Owner may not,
without the prior written approval of Company, (i) place or plant any trees or (ii) place or
build any structures or improvements higher than forty feet, except for farm buildings
which may be up to sixty feet high, on the Wind Easement Property after the Effective Date
which may, in Company'ssole3udgment, impede or interfere with the flow of wind to any
Site or Windpower Facilities (including Windpower Facilities within the Project but located
on adjacent land). Structures and improvements located on the Wind Easement Property as
of the Effective Date shall be allowed to remain, insofar as they do not interfere with
Company's rights hereunder. Owner may not place or build any new structures,
improvements or excavations closer than 20 feet to Company's Cables, roads or fences or
closer than 100 feet to any other Windpower Facilities.
(c) Rights Reserved to Owner_ Owner expressly reserves the right to use the Wind Easement
Property for purposes of residential housing, ranching. hunting, recreation, conservation,
farming and a metal scrap yard that do not and will not interfere with the Windpower
Facilities. Residential use is limited to three (3) single family homes, each of which may
have an apartment and accessory buildings. No metal scrap will be stored any closer than
twenty (20) feet to Company's Cables, roads, fences or substations or closer than 100 feet
to any other Windpower Facilities. All metal scrap shall be stored within the metal scrap
yard boundaries shown on Exhibit E to the Agreement. Owner may from time to time seek
prior written approval from Company for other uses that do not interfere with the
Windpower Facilities and Company shall not unreasonably withhold approval.
(d) Consideration for Easement. Company shall pay Owner One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Owner.
p. 38 of 45
Wind Lease
(e) Duration of Easement. The term of the Wind Development. Easement shall begin on the
Effective Date and shall terminate on the first to occur of the following:
the last day of the Lease Term; or,
ii. the date that Company delivers written notice to Owner that Company is
terminating the Wind Development Easement; or
ill. if Company does not exercise the Option within the Option Period in accordance with
the Agreement.
(f) Successors and Assigns. The Wind. Development Easement shall burden the Wind Easement
Property and shall run with the land. The ,Wind Development Easement shall -inure to the
benefit of and be binding upon Owner and Company and their respective heirs, transferees,
successors and assigns, and all persons claiming under them.
5. Rights Unon Sale._ Company shall have the right of first refusal should Owner, at any
time during the term of this Agreement, decide to sell all or any part of the Property. This right shall
not apply to transfers, with or without consideration, by Owner to members of his family (defined to be
any person closer in consanguinity to first cousins once removed, and the spouses of any such person),
or any entity that is controlled by Owner and/or members of his family, as defined above. It also shall
not apply to transfers by devise or descent, or by operation of law upon death, and Owner shall be free
to encumber the property hereafter by mortgage or other encumbrance, so long as it does not interfere
with the Agreement contained herein. This right of first refusal applies, only to outright transfers of fee
title by Owner. If the sale is otherwise subject to the first refusal right granted hereunder, and the right
of first refusal is not exercised, such sale shall be under and subject to the terms of this Agreement and
Company's rights hereunder.
Exercise of this right of first refusal by Company (including its successors and/or assigns) shall
be evidenced by a writing received back by Owner (including his successors and/or assigns) within ten
(I 0) business days of personal delivery -to Company, or within twelve (12) business days if transmitted
by overnight courier to Company, or within fourteen (14) business days of posting to Company in the
U.S. Post Office First Class Mail by Owner of a copy of a bona fide purchase offer. -If said bona fide
purchase offer is delivered other than personally to Company, it shall be to:
John Rancich_
P.O. Box 547
Ithaca, NY 14851
or such other address as Company shall hereafter provide to Owner by notice in writing. The exercise
of the right of first refusal shall be by written purchase offer to Owner agreeing to match said bona fide
purchase offer in its entirety.
Failure by Company to agree in writing to match on identical terms said bona fide purchase
offer, which must be timely received by Owner within the period specified in the prior paragraph, shall
constitute a full and complete waiver of this right of first refusal regarding said bona fide purchase
offer only. The failure to exercise the right hereunder as to a portion or all of the property shall
p. 39 of 45
Wind Lease
constitute a final and irrevocable waiver of the right of first refusal hereunder with respect to the
property to be conveyed under the above-mentioned bona fide purchase offer only. If the first refusal
right accrues, is thereafter waived,: or otherwise not exercised under the terms hereof, the right of first
refusal shall survive and apply to subsequent Bona fide purchase offers.
An affidavit by Owner, his .successors and/or assigns of record, showing compliance with the
terms of this provision of the Agreement and reciting the failure of Company to timely exercise its
right of first refusal hereunder, shall be sufficient to remove this right of first refusal as a cloud on title
of the property transferred under any bona fide purchase offer that was unmet or otherwise waived by
Company under the terms of this provision, upon the recording in the Tompkins County Clerk's Office
of said affidavit and reference to this provision_
6. Clearinsz the public record of the encumbrances of this Memorandum of On_ tion
Ap-reement and Lease and Easement Agreement.
Written notice to Company, its successors and/or assigns of record including a proposed
affidavit by Owner, its successors and/or assigns of record that includes and certifies the following:
(a) that the Wind Easement and/or Lease and/or Option has terminated pursuant to the terms of
Sections 1.05, 2.04 or 4A2 of the Agreement as to all or part of the Property, as applicable,
and
(b) that Owner intends to file the proposed affidavit with proof of delivery in the Tompkins
County Clerk's Office upon the expiration of forty-five (45) days from the delivery date and
(c) reference to this provision of the Memorandum of Option Agreement and Lease and Easement
Agreement
shall, upon the expiration of forty-five (45) days from receipt by Company of said notice and proposed
affidavit, and the signing and recording in the Tompkins County Clerk's Office of said affidavit and
proof of delivery, be sufficient to permanently remove this Memorandum of Option Agreement and
Lease and Easement Agreement as a cloud on title as to of all or part of the Property, as applicable.
p. 40 of 45
Wind Lease
IN WI`T'NESS WHEREOF, Oi-ner and Company have executed this Memorandum and
Easement Agreement as of the date first written above_
OWNER.-
r�
Signature
Printed Name Richard C. Teeter
ACKNOWLEDGMENT OF OWNER
STATE OF NEW YORK
ss.:
-�. COUNTY OF TOMPKINS )
On the - — day of ()v , 2009, before me, the undersigned, a Notary Public in and for
said State, personally appeared Richard C_ Teeter , personally known to me or proved to me
on the basis of satisfactory evidence to be the individua(s) whose name(s) is (are) subscribed to the
within instrument and acknowledged to me that they executed the same in their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of which
the individual(s) acted, executed the instrument.
Notary Pu, �,w York -
p
'.fob in os �, jy No ary Public
m
COMxv res v�P i 30, 2u__ J
p. 41 of 45
Wind Lease
COMPANY: Enfield Energy, LLC
Signature
f
Printed Flame ohn Rancich
Title President
ACKNOWLEDGMENT OF COMPANY
STATE OF NEW YORK )
ss.:
COUNTY OF TOMPKINS )
On the / J day of Oc-% b 2-,' , 2009, before me, the undersigned, a Notary Public in and for
said State, personally appeared John Rancich , 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 they executed the
same in their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or
the person(s) upon behalf of which the individual(s) acted, executed the instrument_
otary Public
MARY L. RUSSELL
Notary Public, State of New York
Qualified in Tompkins County
No. 02RU6172956
Commission Expiration Date 08/20/1(
p- 42 of 45
Wind Lease
MEMORANDUM AND EASEMENT AGREEMENT EXHIBIT A
DESCRIPTION OF PROPERTY
Attached to and made a part of that certain Option Agreement, Lease
And Easement Agreement dated t 0 + i �ugt byand between
Richard C. Teeter; Jr., Owner, and Enfield Energy, LLC;
a limited liability company, Lessee
PARCEL, I
ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Enfield, County of Tompkins
and State of New York, more particularly bounded and described as follows. -
BEING a part of Great Lot #72 in said Town of Enfield, and beginning at the southeast corner of
said Lot #72; and running thence north 31 chains 63 links along the east line of said lot; thence west
31 chains 631inks; thence south 31 chains 63 links; thence east 31 chains 63 links along the south line
of said lot to the point and place of beginning, containing 100 acres of land, be the same more or less.
SUBJECT to a right of way granted to New York State Electric & Gas Corporation by instrument
recorded in Tompkins County Clerk's Office in Liber 219 of Deeds at page 149, and a further right of
way to said Corporation by instrument recorded in said Clerk's Office in Liber 299 of Deeds at page
133.
BEING the same premises conveyed to the decedent, Richard C. Teeter (a/k/a Richard C. Teeter,
Sr. and Richard Teeter) and his wife, Ruth S. Teeter (also deceased) from John F. Ewald and Edna M.
Ewald by Warranty Deed dated December 10, 1954, and which was recorded in the Tompkins County
Clerk's office in Liber 381 of Deeds at -page 132. Ruth. C. Teeter died on March 26, 2000, leaving
Richard C. Teeter as sole surviving tenant.
BEING the same premises conveyed to Richard C. Teeter, Jr. from Richard C. Teeter, Jr., as the
Executor of the Last Will and Testament of Richard. C. Teeter (a/k/a Richard C. Teeter, Sr. and
Richard Teeter), as Parcel 7 of the Executor's.Deed dated and recorded July 12, 2007 in the Tompkins
County Clerk's office as Instrument Number 511615-001. Richard C. Teeter (a/k/a Richard C. Teeter,
Sr. and Richard Teeter) died on January 28; 2007; -a resident of Tompkins County, New York, whose
will was admitted to probate on March 28; 2007.
This property is known as 738 Black Oak Road, Newfield, New York 14867 (Town of Enfield
Tax parcel #: 18.4-6.)
p. 43 of 45
Wind Lease
PARCEL11
ALL THAT TRACT OR PARCEL Ola' LAND; situate in the Town of Enfield, County of Tompkins
and State of New York, being a part of Military Lot 72, bounded and described as follows:
Beginning in the east line of said Lot 72 {the center of the Connecticut Hill Road, a/k/a Black Oak
Road) at the southeast comer of the premises formerly of H. H. Smith and described in a deed to
Claude Place and Ruth A. Place dated February 26, 1944, and recorded in'Liber 304 of Deeds at page.
330, such point of beginning being about 30 chains southerly along the east line of Lot 72 from the
northeast corner of Lot 72 at the intersection of Connecticut. Hill Road and Rumsey Hill Road; thence
west along the south line of said Place farm 47.75 chains; thence south along the east line of lands
formerly of Elam Caywood and later conveyed to the United States of America in Liber 424 of Deeds
at page 413, about 9 1/2 chains; thence east along the north line of lands described in deeds to Earl
Rumsey (one dated March 1-8,1886 and recorded November 3,1886, in Liber 3 of Enfield Deeds at
page 411, and the other dated April 2, 1889, and recorded June 2.4, 1989, in Liber 133 of Deeds at page
472) which premises were conveyed to Roy Linton by Tompkins County by deed dated September 21,
1945, and recorded in Liber 282 of Deeds at page 401, 47.75 chains; thence north along the east line of
said Lot 72 (the center line of the Connecticut Hill Road) about 9 1/2 chains to the point or place of
beginning.
SUBJECT TO the following insofar as they now affect the above described premises:
1 _ Existing and public rights within the lines of Connecticut Hill Road.
2. A right of way for a water pipe line from springs on the former Earl Rumsey place across the
above described premises to said ace farm a point on the south line of the above described parcel about
9 chains west of e southeast corner (hereof slightly east of north, as more fully described in the deed
from James Caywood and Wife to Wheeler Smith (former owner of said Place premises) by deed
dated August 8, 1912, and corded August 13;1912; in Liber 171 of Deeds at page 452.
3. A right of way for an electric line, etc.. adjacent to the west side of the Connecticut Hill
Road granted by John H. and Alma Bock to New York State Electric & Gas Corp. October 28, 1941,
and recorded January 30, 1942, in Liber 259 of Deeds at page 388.
A one-year option for a 100 foot electric line right of way from Ellen A. Searles to New York
State Electric & Gas Corp. dated August 30, 129, and recorded January 13, 1930, in Liber 219 of
Deeds at page 571, was never exercised and'the actual location of the right of way is about 3/8 of a
mile south of the above described premises. -
The oil and gas lease from Ellen A. Searles, widow, to Paul G. Benedum dated October 23, 1930, and
recorded December 23, 1930, in Liber 224 of Deeds at page 66 (assigned to Bengal Corporation by
assignment recorded July 21, 19332, in Liber 228 of Deeds at page 342, and assigned to Lycoming
Producing Corporation by assignment recorded July 21, 1932, in Liber 228 of Deeds at page. 344)
expired over 15 years ago and no payments have been made therefore and no oil or gas has been
found or produced in paying quantities thereon for at least 15 years last past.
EXCEPTING AND RESERVING a 2.40 acre parcel of land conveyed by Richard C. Teeter and Ruth
S. Teeter to James R. Dawson by Deed dated October 1, 1987 and recorded in the Tompkins County
p. 44 of 45
Wind Lease
Clerk's Office in Liber 630 of Deeds at page 869 -said parcel nolo known as Town of Enfield "Tax
Parcel 4 18.-1-4.1, more particularly described as follows:
BEGINNING at a point in the centerline of Black Oak Road, said point being 1990 feet
more or less from the present centerline of Connecticut Hill Road;
THENCE S 10° 18'W along the centerline of Black Oak Road a distance of 178.8 feet to a
point;
THENCE N 79° 26'W passing through a set pipe at 25 feet and continuing along the
northerly line of other property owned by Teeter for a total distance of 646.5 feet to a set
pipe;
THENCE N 19° 21' E a distance of 175.5 feet to a set pipe;
THENCE S 79° 04'E along stones and hedgerow being the southerly lien of property now
or formerly of Amberge a distance of 595.6 feet to a set pipe and continuing a distance of 25 feet,
being a total distance of 620.6 feet to the centerline of Black Oak Road or place of beginning.
This property (Parcel Il) is known as Black Oak Road, Newfield, New York 14867 (Town
of Enfield Tax parcel ##: 18.-1-4.2).
BEING the same premises conveyed to Richard C. Teeter, Jr. from Richard C. Teeter, Jr_, as the
Executor of the Last Will and Testament of Richard C. Teeter (a/k/a Richard C. Teeter, Sr. and
Richard Teeter), as Parcel 7 of the Executor's Deed dated and recorded July 12, 2007 in the Tompkins
County Clerk's office as Instrument Number 511615-001 Richard C. Teeter (a/k/a Richard C. Teeter,
Sr. and Richard Teeter) died on January 28, 2007, a resident of Tompkins County, New York, whose
will was admitted to probate on March 28, 2007:.'
As to both Parcels I and II, said Deed was given to confirm the devise of real property in the
residuary clause of the said decedent's Will.
p. 45 of 45
Aurora R. Valenti Instrument Number
TOMpKINS COUNTY CLERK *544312-002*
320 North Tioga Street
Ithaca; NY 14850
(607) 274-5431
Fax: (607)274-5445
No. of Pages: 9 Delivered By: ENFIELD ENERGY
Receipt No. 544312 Return To -
ENFIELD ENERGY
DATE: 06/29/2009
Time: 02:23 PM
Document Type: MISC RECORDS
Parties To Transaction: PRtNZHORN TO ENFIELD ENERGY
Deed Information Mortgage Information
Consideration: Mortgage Amount-
Transfer
mountTransfer Tax: Basic Mtge. Tax_
RETT No: Special Mtge,: Tax:
County Transfer Tax: Additional Mtge. Tax:
State of New York
Tompkins CountyCierk Mortgage Serial No.:
This sheet constitutes the Clerk endorsement required by Section 316-A(5) & Section 319 of the Real
Property Law of the State of New York. DO NOT DETACH
C' cam_
Tompkins County Clerk
I Il�lll llll� Illll 1111 X1111 II III II II II I111111111lIlI liil 1111
5 4 4 3 1 2 - 0 0 2
MEMORANDUM OF OPTION AGREEMENT AND
LEASE AND EASEMENT AGREEMENT
This MEMORANDUM OF OPTION AGREEMENT AND LEASE AND EASEMENT
AGREEMENT (this "Memorandum and Easement Agreement") isma e u on the date of the
first acknowledgement of this Agreement, and is effective on 0 , 2009 as
made by and between Linda Prinzhorn With an address
of 10 -Martin Trail, Wallingford; CT 06492 ("Owner") and Enf eA Energy, Ile, aNew York
limited liability company, with an address of PO Box 547, Ithaca, New York, 14851
("Company")
RECITALS
A. Owner is the holder of fee simple title to the real property legally described on
Exhibit A attached hereto and made a part hereof (the "Property"). Company is the developer of
the wind -powered electricity generation facility commonly known as the Black Oak Wind Farm
(the "Project'').
B. Owner and Company have entered into an Option Agre7an
t and Lease and
Easement Agreement {the "Agreement") with an effective date of /Z2009 (the
`'Effective Date"), pursuant to which Owner has granted to Company Ixclusive option to lease
the Property for development -of the Project, and (ii) an exclusive Wind Development Easement on
the Easement Property (as defined below) for Wind Energy Purposes (as defined. below).
C. Owner and Company errant to. set forth certain terms and. provisions of the
Agreement in this Memorandum of Option Agreement and Lease and Easement Agreement for '
recording purposes.
NOW, THEREFORE, for and in consideration of the rents and covenants reserved in
the Agreement and the covenants and conditions set forth in the Agreement, Owner and
Company hereby covenant, promise and agree as follows:.
I . Definitions. Capitalized terms, used in this Memorandum and Easement
Agreement and not otherwise defined shall have the meanings given them in the Agreement.
Certain specific definitions used in this Memorandum and Easement Agreement and in the
Agreement include the following:
(a) "Wind Easement Property" means the real estate described on. Exhibit A and is the
property which will be subject to the Wind Development Easement. In addition, the
Wind Development Easement affects all vertical space located above the surface of
the Wind Easement Property, at all elevations.
(b) "Wind Energy Purposes" means the exclusive right to convert wind energy resources
into electrical energy, collecting and transmitting the electrical energy so converted
through the construction and operation of Windpower Facilities.
fc) "Wind Turbine Generators" means towers, nacelles, blades and. associated parts used
to generate electricity from wind.
(d) "Windpower Facilities" means Wind Turbine Generators,, Cables, electric
transformers, energy storage facilities, telecommunications equipment, substations,
power generation facilities to be operated in conjunction with large wind turbine
installations, roads, fences, meteorological towers and wind measurement equipment,
and other facilities and equipment associated with or operated in conjunction with
large wind turbine installations.
2. Ovtion to Lease. Pursuant to the Agreement, Owner grants to Company an
exclusive option to lease the.Property.
(a) Term of (ptiozi. The Option Period shall commence on fI •Effective Bate and shall
continue for up to five (5) years from the Effective Date, as provided in the
Agreement.
(b) Exercise of Option. Company inay exercise its right to lease the Property by giving_
written notice to Owner at any time,prior to the termination of the Option Period.
(c) Option Payment. Payment for the Option to lease shall be made as provided for in
the Agreement.
(d) Rilzhts during Option Period:
(i) Access to Property:Company shall have the right to enter the Property for
purposes of installing and maintaining meteorological measuring equipment and
conducting such other tests, studies, inspections, surveys, and soil or other
analysis as Company deems advisable or necessary. Owner shall cooperate with
Company in such efforts and make available to Company for inspection, copies of
all field tiling surveys, plans and other such records of Owner only as such -
information relates directly to the proposed Windpower Facilities.
(ii) Rights Reserved to Owner. Owner expressly reserves ttie right to use the Property
for purposes that do not and will not interfere with Cor, parry's rights to use the
Property for Wind Energy Purposes.
- I Lease. If Company exercises its Option to lease the Property, Owner shall lease
the Property to Company. Pursuant to the Agreement, Company has the exclusive right to use
the Property for Wind Energy Purposes.
(a) Term of Lease. The Lease shall commence on the date Company gives notice of its
exercise of the option, or on such other date as Company may specify in such'notice
(the "Lease Commencement Date"). The term of the Lease shall be thirty (30) years
from the ",ease, Commencement Date, subje,,t to Company s,option to extend.the term
of the Lease for up to two (2) additional twenty (20) year periods, as provided in the
Agreement.
(b) Rent. The rent due and payable from Company to Owner for the Lease shall be in the
amounts specified in, and shall be payable pursuant to the terms and provisions of, the
Agreement.
4, Wind Develotument Easement.
(a) Grant. Owner agrees to grant to Company an exclusive Wind Development Easement
on and over the Wind Easement Property. Owner agrees that this is and will be the
only Wind Development Easement on and over the Wind Easement Property for the
duration of the easement. The grant of the Wind Development Easement shall also
constitute a waiver of any setback requirement, whether such setback is required from
a property line, residence or any other structure as would otherwise be required by
any applicable law, ordinance or regulation. Owner also agrees that Company.may
install Windpower Facilities on adjacent land to the Property at a closer distance to
the Property than the setbacks that would otherwise be required under any applicable.
law, ordinance or regulation.
(b) Limitations on Use of Wind Easement Prouerty_ . As of th...Tffective Date, Owner
may not, without the prior written approval of Company, (i) place or plant any trees
or (ii) place or build any structures or improvements higher than forty feet on the
Wind Easement Property after the Effective Date which may, in Company's sole
judgment, impede or interfere with the flow of wind to any Site or Windpower
Facilities (including Windpower Facilities within the Project but located on adjacent
land). Structures and improvements located on the Wind Easement Property as of the
Effective Date shall be allowed to remain, insofar as they do not interfere with
Company's rights hereunder. Owner may not place or build any new structures,
improvements or excavations closer than 20 feet to Company's Cables, roads or
fences or closer than 100 feet to any other Windpower Facilities.
(c) Rights Reserved to Owner. Owner expressly reserves the right to use the Wind
Easement Property for purposes of ranching, hunting, recreation, conservation, and
farming that do not and will not interfere with the Windpower Facilities.
30
n
(d) Consideration for Easement. Company shall pay Owner One Dollar ($1.00) and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Owner.
(e) Duration of Easement. The term of the Wind Development.Easement shall begin on
the Effective Date and shall terminate on the first to occur of the following.
a. the date that Company delivers written notice to Owner that Company is
terminating the Wind Development Easement; or
b. the last day of the Lease Term; or
c. if Company does not exercise the Option within the Option Period in accordance
with the Agreement.
(f) Successors and Assians. The Wind Development Easement shall burden the
Wind Easement Property and shall run with the land. The V< irid Development-'
Easement shall inure to the benefit of and be binding upon Owner and Company and
their respective heirs transferees, successors and assigns, and all persons claiming
under them.
IN WITNESS WHEREOF, Owner and Company have executed this Memorandum and
Easement Agreement as of the date first written above.
OWNER: LINDA PRINZHOPN
ACKNOWLEDGMENT OF OWNER
STATE OF NEW YORK j
COUNTY OF TOMPKINS j
On theday of 2009, before me, the undersigned, a Notary Public in and
for said State, personally peared Linda,Prinzhorn , 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 they executed the same
M their capacity(ies), and that by his/her/their- signature(s) o - _e instrument, the individual(s) or
the person(S) upon behalf of which the individual(s) a ,ed, execute the instrument. s
s
COMPANY: Enfield Ener, , llc
Signature
J
Printed Name JOHN RANCICH
Title President
Notary Public
r�#nuv York
"OU„ nty,
7ern,xp�res
0
ACKNOWLEDGMENT OF COMPANY
STATE OF NEW YORK )
ss-_
COUNTY OF TOMPKFNS )
On.the day of 2009, before me. the undersigned, a Notary Public in and
for said S ate, personally peared John Rancich , personally known to
me or proved to me E'jn the basis of satisfactory evidence to be the ind, v'idual(s) whose natne(s)
is (are) subscribed to the within instrument and acknowledged to ,me that they executed the same
in their capacity(ics), and that by his/her/their signature(s) on the instrument, the individual(s) or
the person(s) upon behalf -of which the individual(s) acted, execu the instrument.
0 -.
Notary Public
york
�; ra #exp#res • "'
EXHIBIT A
Attached to and made a part ofShat certaain�M`J�]emorandum of Option A,.reement and Lease
and Easement Agreement dated -✓N ' . 2009 between Linda Prinzhorn
Owner, and Enfield Energy, llc, a limited liability company
DESCRIPTION OF PROPERTY
ALL, THAT TRACT OR PARCEL OF LAND:situate in the Town of Enfield, County of
Tompkins and State of New York, being a part of Military Lot 972, more particularly bounded
and described as follows:
Beginning at a point in the-northline of the premises of the Grantors, being the north line of said
Military Lot ##72, which point is northwesterly along said line a distance of 642.73 feet from its
intersection with the centerline of Black Oak Road;
Thence running south 15 degrees 57 minutes 22 seconds west and along remaining lands of the
Grantors a distance of 715.71 feet to a point marked by a rod and cap,
Thence running north 75 degrees 50 minutes 37 seconds west passing through the centerline of a
10 foot driveway at a distance of 114 feet a total distance of 433.5 feet to a point marked- by a rod
and cap.-
Thence
ap;Thence running north 64 degrees 18 minutes 42 seconds west a distance of 311.82 ± feet to a
Point in the north bank of a creek;
Thence running northwesterly and along the north bank of the said creek, generally following the
centerline of said creek running a course and distance north 52 degrees 39 minutes west 01
second, a distance of 212.60 ± feet; to a point;
Thence running north a distance of 475' to a -point in the north line of the premises of the
Grantors, being the north line of said Military Lot #72, which point is northwesterly along said
line a distance of 1,600' feet from its intersection with the centerline: of Black Oak Road;
Thence running south 78 degrees 59 minutes 49 seconds east and along the premises now or
formerly of Gunning (482/299) and Dean (568/56) a distance of 982.27 feet to the point or place
of beginning being a portion of Tax Map Number 018-1-3.3.
Together with a right of way, for ingress;and egress, 20 feet in width, the centerline of which i&
the centerline of 10 feet wide existing gravel driveway situated on the remaining lands of. the
Grantors and more particularly described as follows:
Beginning at the point where the centerline of said driveway intersects -the centerline of Black -
Oak Road which point is southwesterly a distance of 1210.20 feet along the centerline from its
intersection with the centerline of pavement of Connecticut Hill Road;
Thence running north 77 degrees 19 minutes 43 seconds west along the center of said driveway a
distance of 651.72 feet to a point which point is shown as DESCRIPTION POINT "A" on the
Survey Map herein below referenced;
The above described premises are more particularly shown on a survey map entitled "LANDS
OF HILDA PLACE AMBERGE PART OF MILITARY LOT 73 — TOWN OF ENFIF,T,D —
TOMPKINS COUNTY — NEW YORK STATE" made by R. James Stockwin, PLS No- 049012
dated October 6, 1 V19_
Being the same premises conveyed to Owner by Executor's Deed dated August 17, 2001 and
recorded in Liber 913, of Deeds at Page 269 of the records of Tompkins County, New York.
Being a portion of the premises conveyed to Hilda D. Amberge, Doris J_ Morgenthau H_ Jason
Amberge, Michael G. Amberge and Norman C. Amberge by Hilda D. Amberge as Executrix of
the Last Will and Testament of Ruth Place by Executor's Deed dated April 11, 1985 and
recorded in the Tompkins County Clerk's Office on April 18, 1985 in Liber 608, of Deeds at
Page 217 and thereafter deeded -to Hilda D. Amberge and Doris J. Morgenthau by H. Jason
Amberge, Michael G. Amberge and Norman C_ Amberge by Deed dated April 1-1, 1985 and
recorded in the Tompkins County Clerk's Office on April 18, 1985 in Liber 608 of Deeds at
Page 220. Hilda D_ Amberge died January 30, 1997 and by her Last Will and Testament dated
September 18, 1975, duly admitted to Probate on April 22, 1997 in the Tompkins County
Surrogate's Court appointed Norman C. Amberge Executor thereof Interests and or/claims of
Doris J. Morgenthau, her distributes, heirs and assigns were terminated and forever barred by the -
order of the Honorable Judith F_ O'Shea Judge of the Supreme Court dated October 6, 2000. A
certified copy of which was recorded in the Tompkins County Clerk's Office on October 10,
2000 in Liber 888 of Deeds at Page 230.
AND
ALL THAT TRAC 1 OR PARCEL OF LAND situate ,n the Town of Enfield, County of
Tompkins and State of New York being a part of Military Lot 72, more particularly bounded and .
described as follows. -
BEGINNING at a point in the north line of the premises of the Grantors, being the north line of
Military Lot 72, which point is northwesterly along said line a distance of 500.02 feet from its
intersection with the centerline of Black Oak Road- -
Thence running south 10 degrees 32 minutes 37 seconds west a distance of 1188.77 feet -to a
point in the northerline of a 10 feet wide existing gravel driveway situate on the remaining lands
of Grantors;
Thence running north 78, degrees 18 minutes 09 seconds west and al, 3ng the northerly line of said
gravel driveway a distance of 305.0 feet to a point marked by a set rod with cap;
Thence running north 02 degrees 3.8 minutes 30 seconds west a distance of 497.51 feet to a point
marked by a set iron rod with cap,
Thence -running south 75 degrees 50 minutes 37 seconds east a distance of 208.62 feet to a point
marked by an iron rod with cap;
Thence running north 15 degrees 57 minutes 22 seconds east a distance of 715.71 feet -to a point
in the said north line of .Military Lot 72 marked by an iron rod with cap;
Thence pinning south 78 degrees 59 minutes 49 seconds east and along said northerly line of
Military Lot 72 a distance of 142.71- feet the point or place of beginning containing 6.833 acres
of land, more or less. =
EXCEPTING AND RESERVING from the above described parcel a 20' wide right -of --way
centered on the 10' driveway on the remaining lands of the Grantors as more particularly shown
on the survey map hereinafter mentioned.
The above describ(A premises are more particularly sl town on a surV.;y map entitled "LANDS
OF HILDA PLACE AMBERGE PART OF MILITARY LOT 73 —1.OWN OF ENFIELD —.
TOMPKINS COUNTY - NEW YORK STATE" made by R. James Stockwin, PLS No. 049012
dated June 19, 2001.
Being the same premises conveyed to Owner by Executor's Deed dated August 17, 2001 and
recorded in Liber 913, of Deeds at Page 265 of the records of Tompkins -County, New York.
Being a portion of the premises conveyed to Hilda D. Amberge, Doris J. Morgenthau H. Jason
Amberge, Michael G. Amberge and Norman C. Amberge by Hilda D. Amberge as Executrix of
the Last Will and Testament of Ruth Place by Executor's Deed dated April 11, 1985 and
recorded in the Tompkins County Clerk's Office on April 18,"1985 •in Liber 608, of Deeds at "
Page 217 and thereafter deeded to Hilda D. Amberge and Doris J. Morgenthau by H_ Jason
Amberge, Michael G. Amberge and Norman C. Amberge by Deed dated April 11, 1985 and
recorded in the Tompkins County Clerk's Office on April 18, 1985 in Liber 608 of Deeds at
Page 220. Hilda D. Amberge died January 30, 1997 and by her Last WII and Testament dated
September 18, 1975, duly admitted to Probate on April 22, 1997 in the Tompkins County
Surrogates Court appointed Norman C. Amberge Executor thereof Interests and or/claims of `
Doris J_ Morgenthau, her distributes, heirs and assigns were terminated and forever barred by the
order of the Honorable Judith F. O'Shea Judge of the Supreme Court dated October 6, 2000. A
certified copy of which was recorded in the Tompkins County Clerk's Office on October 10,
2000 in. Liber 888 1af Deeds at Page 230. ; ,;