HomeMy WebLinkAboutJ - 10 Cortlandville Road Use Agreement - Homer, Cortlandville, Solon Solar Project
ROAD USE AGREEMENT
This Road Use Agreement (the “Agreement”) is entered into this ___ day of
___________, 2023 (“Effective Date”) between ) Homer Solar Energy Center, LLC, a Delaware
limited liability company, having offices at 15445 Innovation Drive, San Diego, CA 92128,
hereinafter “Company”, and the Town of Cortlandville, a municipal corporation having offices
at 3577 Terrace Road, Cortland, NY 13045, hereinafter “Town”. The Company and the Town are
each a “Party” and referenced together as the “Parties”.
RECITALS
WHEREAS, Company has been developing a solar generating facility located in the
Towns of Homer, Cortlandville, and Solon, Cortland County, New York (the “Solar Project”);
and
WHEREAS, Company intends to engage in the construction of the Solar Project (the
“Solar Project Construction Activities”); and
WHEREAS, in connection with construction, operation, maintenance and
decommissioning of the Solar Project, Company may necessarily need to (i) traverse certain Town
highways, roads, bridges, culverts and related fee owned land, rights-of-way or easements owned
or maintained by the Town (collectively “Roads”) with Company operated heavy machinery
weighing in excess of the legal dimensions or weights specified in Section 385 of the New York
State Vehicle and Traffic Law (consisting of equipment and dump trucks for access road
construction, concrete trucks for construction of foundations, and conventional semi-trailers for
delivery of panel arrays and other components during the Solar Project Construction Activities)
(collectively referred to herein as “Company's Heavy Vehicles”), (ii) transport personnel, parts,
equipment, facilities and materials on the Roads (iii) widen certain Roads, install temporary
turning radii, and other temporary construction easement rights-of-way and make certain
modifications and improvements (both temporary and permanent) to such Roads (including
without limitation to certain culvers, bridges, road shoulders and other related fixtures) to permit
equipment and material to pass, (iv) place certain electrical collection and transmission and
communication cables, conduit and other wires and cables (collectively, “Cables”) for the Solar
Project in close proximity to or under or across certain Roads, (v) place footings, foundations,
towers, poles, crossarms, guy lines and anchors, circuit breakers, junction boxes and other
machinery and equipment related to the Cables (all of the foregoing, collectively, “Utility Poles”)
in close proximity to certain Roads, and (vi) carry out other related activities (the uses described
in clauses (i) through (v) are the “Permitted Uses”); and
WHEREAS, Company acknowledges that the nature of Solar Project Construction
Activities may cause damage to said Roads; and
WHEREAS the Town seeks guarantees and assurances from Company that Company will
pay and/or otherwise indemnify the Town for any Damage (as defined herein) to the Roads arising
from its activities.
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NOW, THEREFORE, in consideration of these promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each
intending to be legally bound, agree as follows:
1. Rights and Responsibilities of the Parties.
a. Company agrees that it shall be responsible for ensuring that all debris, garbage,
and waste upon Roads related to Solar Project Construction Activities are disposed of in the
appropriate manner and be responsible for obtaining any applicable approvals, permits and/or
orders that are not granted under this Agreement.
b. Except under emergency circumstances, Company shall use commercially
reasonable efforts to not block or obstruct or interfere with the flow of traffic in both lanes of
traffic for any more than ten minutes at a time. Company agrees that any proposed temporary Road
closings will be properly coordinated in advance with the Town. Longer term closures, if
required, shall be coordinated in writing at least three (3) days prior to the closing. For every
activity of the Company that will impact the flow of traffic, the Company shall be responsible for
complying with any and all applicable New York State and federal laws concerning traffic control
requirements and notifying the Town Highway Superintendent, as well as the appropriate
emergency service providers and school district superintendents and directors of transportation.
c. The term “Company” shall include its employees, agents, vendors, contractors,
subcontractors, and/or haulers. Company shall require that each and every employee, agent,
vendor, contractor, subcontractor, and hauler will comply with the terms and conditions of this
Agreement, and the Company shall be responsible for any failure of each and every employee,
agent, vendor, contractor, subcontractor, and hauler that fails to comply with the terms of this
Agreement.
d. The Town designate the Town Highway Superintendent (referred to as “Highway
Superintendent”) to act on behalf of the Town and to issue approvals under this Agreement.
e. The Company agrees that it shall undertake the Solar Project Construction
Activities and each of its Permitted Uses at all times in accordance with applicable state, federal
and non-superseded local laws, rules and regulations, including without limitation, section 94-c
of the Executive Law or equivalent state permitting process and the terms, conditions, limitations
and modifications of any certificate or permit it is awarded pursuant thereto.
f. The term “Period of Use” shall mean the construction and decommissioning
phases of the Solar Project.
2. Company Use.
Provided Company is not in default beyond any applicable cure period but subject to
Section 19, the Town hereby grants Company the right to use, improve, upgrade, construct, and
repair and encroach into the Roads for the Permitted Uses during any Period of Use. Subject to
the requirements of this Agreement, the Town hereby specifically grants Company during Periods
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of Use the right to:
a. Heavy Hauls. Use, traverse, improve, upgrade, construct and repair the Roads
listed on Exhibit A-1 and depicted on Exhibit A-2 using Company’s Heavy Construction Vehicles
and other vehicles to transport personnel, parts, equipment, facilities and materials on, over and
across the Roads. The routes depicted on Exhibit A-1 and Exhibit A-2 will include allowable
routes for Company’s Heavy Construction Vehicles when returning after heavy components have
been delivered.
b. Installation of Underground Cables. Use and encroach into the Roads and public
rights-of-way as shown on Exhibit B-1 for the purposes of the installation, ownership and
operation of underground Cables under, or in close proximity to the Roads and public rights-of-
way, subject to the following:
(1) Except for Cables that cross under the Roads, all Cables shall be placed
outside of public rights-of-way except upon prior written approval of the
Highway Superintendent.
(2) For Cables that cross under the Roads, Company may cut an “open trench”
across gravel and unimproved roads, and the trench will be backfilled,
compacted and raked to return it to conditions equal or better to those prior
to the commencement of work. No such open trench shall be cut in any
Road, unless first approved in writing by the Highway Superintendent.
(3) Company will bore under paved roads, and all boring pits and ditch
excavation will be backfilled, compacted and raked to return it to
conditions equal or better to those prior to commencement of work. The
highest point of any such boring by Company must be at a minimum depth
of 36” below the lowest point of the following: (i) Road; or (ii) drainage
ditch at the selected crossing location. No such boring shall be drilled under
any Road except in the locations set forth in the Exhibits to this Agreement.
(4) Each boring or cut across a Road will be identified by general location and
also by centerline coordinate, and upon the completion of construction,
Company will provide an as-built location.
c. Installation of Overhead Cables. Use Roads and public rights-of-way for the
purposes of the installation, ownership and operation of overhead Cables over, across and in close
proximity to certain Roads and public rights-of-way as shown on Exhibit B-1. Overhead Cables
will be designed and constructed in accordance with National Electric Safety Code (“NESC”)
governing the clearance requirements above the roadway. Under no circumstances shall any poles
used for the installation of Overhead Cables encroach into Roads or public rights-of-way, unless
first approved in writing by the Highway Superintendent.
d. Utility Poles. Use Roads and public rights-of-way for the purposes of the
installation, ownership and operation of Utility Poles as shown on Exhibits B-1, subject to the
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following:
(1) Overhead utility poles will be situated on the “back side of the side ditch”
away from Roads, outside of the public right-of-way provided, however,
that guy wires may be located in a public right-of-way subject to the prior
written approval of the Highway Superintendent.
e. Temporary Construction Easements and Turning Radii. Use, traverse, improve,
upgrade, widen, construct the Roads and rights-of-way shown on Exhibit C for purposes of
making certain modifications and improvements (both temporary and permanent) to such Roads
(including without limitation to certain culverts, bridges, road shoulders and other related fixtures)
to permit equipment and material associated with the Solar Project to pass. All such modifications
and improvements must be constructed in accordance with local laws and regulations.
f. Driveways. Use and encroach into Roads and other rights-of-way shown on
Exhibit D-1 for purposes of installing driveways or entrances into or from certain Roads subject
to the following:
(1) Each driveway entrance from a Road will have a coordinate that will be
transmitted in an electronic GIS format (ESRI shape file or equivalent) to
the Highway Superintendent.
(2) Each driveway shall be constructed in accordance with the minimum
specification outlined in Exhibit D-2, appended hereto. Driveways
installed by the Company must be consistent with the Facility’s Stormwater
Pollution Prevention Plan (SWPPP) and must maintain proper drainage of
the Roads, the right-of-way, and other adjoining property located outside
the rights-of-way, including the installation of a culvert pipe upon request
of the Highway Superintendent.
g. Subsequent Relocation of Improvements. If, from time to time, the Town should
determine, in its sole discretion, that it will widen a Road or otherwise modify the public right-of-
way in a manner that impacts Company’s Permitted Uses hereunder, upon notice from Town,
Company shall work with the Town to relocate any of the improvements to allow the
modifications and enter into an agreement to share costs associated with such relocations with the
Town; provided, however that any underground Cables installed in accordance with Section 2(b)
shall not be need to be relocated.
3. Approval of Locations of Permitted Uses; Escrow and Bond.
a. Following the Effective Date but prior to the delivery of the Exhibits
contemplated in Section 3(c) below or commencement of Company’s Permitted Uses, Company
and the Highway Superintendent shall meet and confer regarding the routes to be used for
Company’s Heavy Vehicles engaged in the Company’s activities, the precautions to be taken to
protect health and safety, and the proposed locations of the other improvements contemplated
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under this Agreement.
b. The Town may retain an engineer (the “Municipal Engineer”) to assist in the
review of Company’s draft Exhibits submitted pursuant to Section 3(c) and Company’s other
documents, reports and plans submitted hereunder. The Company shall pay for all of Town
documented out of pocket costs and expenses reasonably related to the implementation of this
Agreement not otherwise covered by intervenor funding or other funds designated for expenses
related to the activities of the major renewable energy develop program under Article 10 of the
Public Service Law or equivalent state permitting process (including the reasonable fees of the
Town’s attorney and Municipal Engineer) (hereinafter referred to as “Professional Fees”).
c. After meeting with the Town Highway Superintendent, but no later than sixty
(60) days prior to the commencement of Permitted Uses hereunder the Company will provide to
the Highway Superintendent for their review draft Exhibits A-1, A-2, B-1, B-2, C and D showing
the proposed use of Roads and the locations of the planned infrastructure within the Roads and
other Town rights-of-way, as well as any additional information related thereto that is reasonably
requested by the Town. Within thirty (30) days of the Highway Superintendent’s receipt of said
draft Exhibits, the Town shall either (a) approve said draft Exhibits, which approval shall not be
unreasonably withheld, conditioned or delayed, or (b) provide Company with reasonable revisions
to said draft Exhibits, which revisions shall not be unreasonably withheld, conditioned or delayed.
In the event that the Parties are not able to resolve a dispute regarding the Town’s requested
revisions to the Exhibits, the Parties agree to promptly meet to resolve any such disputes. Once
approved, the Exhibits shall be attached to this Agreement as the final Exhibits and Company
shall not deviate from the routes and improvements established thereby unless approved by the
Highway Superintendent as set forth herein.
d. Following the acceptance of the final Exhibits the Parties recognize that
variations to the location of the improvements, or that other routes, may become necessary to use
due to various reasons.
(1) Should any Roads not listed or shown on Exhibits A-1 and A-2 be expected
by Company to be used by Company’s Heavy Vehicles, at least thirty (30)
days prior to the commencement of such use, the Company shall notify the
Highway Superintendent in writing, conduct the necessary surveys and pre-
use inspections under this Agreement and add the Roads to Exhibit A-1 and
A-2, subject to the prior written approval of the Town, which approval shall
not be unreasonably withheld, conditioned or delayed. In the event
Company deviates from the Road route designated in, or added by the
Company to, Exhibits A-1 and A-2, in addition to any other remedies
available herein, the Highway Superintendent may request and Company
shall immediately upon receipt of such request cease and desist such
deviation.
(2) In the event that the Company’s Heavy Vehicles need to use Roads not
listed or shown on Exhibits A-1 and A-2 in an emergency, the Company
shall provide telephonic notice to the Highway Superintendent and may
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only use said Roads on a temporary basis until such emergency has ended.
In the event that Company determines that said Roads will be used on a
permanent basis, Company shall comply with the terms of Section (d)(1)
above.
(3) If Company needs to materially vary the type, method or locations of any
improvements shown on Exhibits B-1, B-2, C or D, Company shall provide
a revised Exhibit to the Town for review and approval, which shall not be
unreasonably withheld, conditioned or delayed. Except in the event of an
emergency, the Town shall complete the review within thirty (30) days.
e. Upon approval of the Exhibits as described above, the Town shall issue, if
necessary, any encroachment, crossing, driveway or other similar permits for Company’s
encroachment into the public right of way. Except for the foregoing, no other permits or
approvals, including without limitation for the use of Heavy Vehicles on Roads, will be required
from the Town for the Permitted Uses hereunder.
f. At all times during the Term of this Agreement, Company shall keep the Town
apprised of the timing, location and nature of its Permitted Uses, including, without limitation,
notice of its anticipated and actual start and stop dates for Periods of Use for the Solar Project
Construction Activities and identification of subcontractors using Heavy Vehicles to be used by
Company. Company shall provide such information regarding the timing, location and nature of
its Permitted Uses promptly upon request. Company agrees to cooperate in good faith with the
Town with respect to such time periods, which cooperation shall include but not be limited to
coordinating the timing of Company’s use, repair or improvement of the Roads with similar
activities of the Town and other heavy haulers or developers within the Town who are subject to
road use local laws or road use agreements.
g. Nothing in this Agreement shall be construed as granting permission or rights to
Company to infringe, use or encroach upon the land of private landowners. Any right or
permission granted to Company by the terms of this Agreement to infringe, use or encroach upon
land within the Town shall be limited to land owned by the Town and shall be subject to Company
obtaining from private landowners within the Town all legal and/or equitable permissions and
rights necessary to infringe, use or encroach upon privately owned land. For any reinforcement
activities, damage repairs or other Permitted Uses that require excavation of land, the Company
shall contact Dig Safely New York and shall avoid damage to any water, sewer, gas or other utility
pipes, tanks or lines located in the Town rights of way.
h. The Company agrees to reimburse Municipality for its reasonable Professional
Fees. The Municipality may draw upon the Professional Fees Escrow Account described in
Section 3(i)(1) to pay such Professional Fees; provided, however, upon Company’s request,
Municipality shall detail the costs, fees, expenses and any other bills incurred to or by the
Municipality for the Professional Fees. If Company reasonably and in good faith disputes a
payment made from the Escrow Account, then the Parties shall abide by the procedure set forth
herein for dispute resolution in Section 7 below.
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i. Establishment of Escrow Accounts. Prior to Company’s submittal of the draft
Exhibits set forth in Section 3(c), the Company shall:
(1) Deposit the sum of ten thousand dollars ($10,000.00) in an escrow account
to be established by the Municipality to secure the payment of Professional
Fees (“Professional Fees Escrow Account”). If at any time the balance
in such account is reduced to one-third or less of its initial amount, the
Municipal Clerk shall advise Company, and Company shall deposit
additional funds in such account to bring its balance up to the amount of
the initial deposit within fifteen (15) days of Company’s receipt of written
request therefor. The balance of the Professional Fees Escrow Account
shall be returned to the Company within thirty (30) days of the end of the
Term.
(2) Establish a bond in the amount of one hundred thousand dollars ($100,000)
to secure the payment of costs for emergency repairs of Immediately
Dangerous Damage, as set forth in Section 6(b) below (“Emergency
Repairs Bond”). The balance of the Emergency Repairs Bond shall be
returned to the Company within thirty (30) days of the end of the Term.
4. Reinforcement Activities.
The Parties acknowledge that certain Roads to be used by Company in connection with
the Solar Project Construction Activities may need to be upgraded or otherwise repaired to correct
deficiencies or inadequacies. Prior to the Period of Use, if the Company identifies deficiencies or
inadequacies in the Roads, Company shall notify the Town Highway Superintendent of its planned
construction to reinforce and improve the Roads as necessary to correct such deficiencies or
inadequacies (“Reinforcement Activities”). The Highway Superintendent’s approval of the
proposed Reinforcement Activities shall not be unreasonably withheld, conditioned or delayed.
The Highway Superintendent shall complete their review of the Reinforcement Activities within
thirty (30) days of its receipt of the proposed Reinforcement Activities. Upon the Highway
Superintendent’s approval of said plans, the Company shall perform the Reinforcement Activities.
Company’s performance of the Reinforcement Activities on the Roads shall be conducted so as
to minimize the effects on local transportation and shall be coordinated with the Highway
Superintendent with respect to its planned construction (if any) affecting the Roads.
5. Road Surveys and Routes.
a. Prior to the commencement of Road use activities by Company’s Heavy
Vehicles, Company shall retain an independent New York licensed professional civil engineer
approved by the Municipality (“Company Engineer”) to prepare a suitable video survey of the
Roads (“Pre Construction Report”) identified in Exhibits A-1 and A-2 to this Agreement and
shall provide a copy of the video and the Pre Construction Report results to the Highway
Superintendent at no cost to the Town.
b. The Company shall in good faith notify the Highway Superintendent when the
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Period of Use has concluded and within sixty (60) days thereafter, the Company shall, at
Company’s cost, retain a Third Party Engineer, agreed to by the Parties to prepare a post-
construction video Road survey (“Post Construction Report”) of the Roads identified in
Exhibits A-1 and A-2 to this Agreement, as well as a report detailing any Damage arising from
the Solar Project Construction Activities or other Permitted Uses of the Company (“Damage
Report”).
c. Immediately following the completion of a Post Construction Report and
Damage Report (if any), Company will provide the Highway Superintendent with the Post
Construction Report and Damage Report.
6. Road Damage.
a. Notwithstanding anything to the contrary in this Agreement, including the
definition of the terms “Damage” or “Damages” as described in this Section 6(a), Company shall
be obligated to return the Roads identified in Exhibits A-1 and A-2, and any other Roads which
were damaged by the Solar Project Construction Activities or other Permitted Uses of Company,
to an equal or better condition than prior to commencement of the Solar Project Construction
Activities provided that during construction, Developer is not required to Repair the Designated
Roads to their Initial Condition (e.g., if a chip seal coat road is damaged, the repair may only
require gravel patching for the construction phase) so long as the Designated Roads are Repaired
to the Initial Condition by the end of construction. The terms “Damage” or “Damages” as used
in this Agreement shall include, but not necessarily be limited to, accelerated deterioration,
cracking, imprinting, pitting, tracking, buckling or asphalt and road base damage, damage to
culverts, bridges and/or drainage facilities. The terms “Damage” or “Damages” shall not include
injuries to the Roads that (1) were present prior to the Company’s use thereof by Company’s
Heavy Vehicles as evidenced by the results of pre-use inspection(s) and report(s); (2) occurred
after repairs to the Road were made, at a time Company’s Heavy Vehicles were not in use by the
Company on the Road and that were not a result of Company’s defective repair work; (3) are the
result of ordinary wear and tear. With regards to Damage to Roads used by Company’s Heavy
Vehicles, notwithstanding anything in this Agreement to the contrary, Company shall only be
liable for reasonable costs, fees, expenses and any other reasonable bills incurred to or by the
Town to repair Damage to Roads, and the Town agrees that the remedies related to Damages to
Roads and repair thereof set forth herein shall be the sole remedies for such Damages.
b. If any Damage occurs to Roads by the use of Roads by the Company’s Heavy
Vehicles or by Company’s other Permitted Uses and such Damage is, in the reasonable opinion
of the Highway Superintendent, an immediate danger to the public using said Road
(“Immediately Dangerous Damage”), the Highway Superintendent shall provide telephonic
notice to the Company that there is an Immediately Dangerous Damage to a Road or Roads. In
the event that the Company does not immediately undertake the necessary emergency repairs, the
Town may retain necessary contractors and subcontractors, undertake immediate emergency
repairs to said Road. The Town may draw on the Emergency Repairs Bond described in Section
3(i)(2) of this agreement to fund repairs of Immediately Dangerous Damage. The Town shall
then provide the Company with documentation detailing the completed repairs and any additional
repairs that may be required. Immediately Dangerous Damage includes any condition that in the
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opinion of the Highway Superintendent creates a safety risk if not repaired within the next five (5)
days. In the event Company becomes aware of any potential Immediately Dangerous Damage, it
shall immediately notify the Highway Superintendent of the particulars of such Damage, which
the Town shall thereafter inspect and, if warranted, repair in the manner described above.
c. Notwithstanding the provisions of Section 6(b), within 45 days following the
submittal of the Post Construction and Damage Report (if any), the Town must notify Company in
writing if the Town believes Damages to the Roads (other than those which are identified in
Company’s Damage Report) arise from Solar Project Construction Activities or other Permitted
Uses of Company.
d. Except in the case of Immediately Dangerous Damage covered by Section 6(b),
within twenty (20) days after a receipt of any written notice of allegation of Damage from the
Town, Company shall notify the Highway Superintendent in writing of its agreement or
disagreement with the allegations.
e. Concurrent with Company’s response in Section 6(d), Company shall also notify
Highway Superintendent whether it elects to undertake all or some of the repairs, including
retention of necessary contractors and subcontractors and will coordinate such activities with the
Highway Superintendent.
f. Except in the case of Immediately Dangerous Damage covered by Section 6(b),
with respect to any repairs that are not in dispute and that Company elects not to perform
hereunder, Company shall reimburse the Town for the undisputed repair costs incurred by the
Town within thirty (30) days after receipt of the invoice. The Town’s charges shall be based on
the Town maintained time and material cost records, which shall be made available to Company
for review upon request. Billing rates shall be those established by the Town and shall be
uniformly applied to all customers.
g. If Company reasonably disputes the invoice, scope of repair, need for repair or
its liability for the repair, Company shall pay any and all amounts not in dispute and Company
shall provide a written statement as to its basis for contesting the disputed amount(s) within the
same 20-day period. In the event of a dispute, then both Parties shall abide by the dispute
resolution procedures set forth in Section 7 below.
h. The manner of repair of any Road Damage described in this Agreement shall be
at the reasonable discretion of the Highway Superintendent consistent with the Road or bridge
standards that are otherwise applicable throughout the Town for the type of road or bridge
involved being a guide. The Company shall be required to pay for and install road base materials
or surfaces to a condition equal to or better than existed prior to the alleged Damage caused by
the Company. By way of example, should Damage occur to an unpaved Road, the Company will
not be required to pave such Road. The Parties agree that the roadway repairs will consist of
those repair techniques identified in Exhibit E, provided however, the Parties agree that the repair
techniques may change in the future and further agree to cooperate in good faith to amend Exhibit
E to take into account reasonable advances in repair techniques in consultation with the Highway
Superintendent.
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i. Company warrants that all repairs to Damage that it completes under this
Agreement (but not those repairs completed solely by Town) shall withstand and sustain normal
wear and tear for a period of 1 year from the issuance of a Completion Letter. This one-year
warranty period shall not be deemed to be renewed, or deemed to recommence, upon the second
repair of a particular Damage previously repaired by the Company.
j. Promptly, upon completion of any repairs required in this Section, the Highway
Superintendent will issue a letter in the form of Exhibit F (the “Completion Letter”) accepting
the repairs and, subject to the Company’s warranty in Section 6(i), release the Company from
Damages that may occur from normal wear and tear. To the extent Damage is not identified,
subject to the Company’s warranty in Section 6(i), such letter from the Highway Superintendent
will release the Company from the responsibility of repairing Damages of each of the Roads
identified in Exhibit A-1 and A-2. Notwithstanding anything to the contrary herein or in any
Completion Letter, no release from liability shall apply the extent of Roads used by Company’s
Heavy Vehicles during time periods which have not been agreed to under this Agreement.
k. Company agrees that in connection with any upgrades or repairs to be made
hereunder, the Company may determine, in its sole discretion, that there may be certain materials
removed from the Roads that are no longer necessary for the Solar Project (the “Excess
Materials”). Company agrees to remove such materials and stockpile them for use by the Town
if requested by the Highway Superintendent. The Highway Superintendent shall designate the
place on Town property on which the Excess Materials will be stored.
7. Dispute Resolution
If a Party has a dispute with the other Party regarding or in connection with this
Agreement, then such Party will notify the other Party in writing of such dispute. Before resorting
to litigation, the Parties shall use reasonable efforts to settle such dispute through representatives
of the Parties for a period of at least thirty (30) days, during which time the parties shall have at
least one (1) in-person meeting. Any litigation related to this Agreement shall be initiated before
a court of competent jurisdiction located in the State of New York. For the purposes of clarity, in
the event a cure period applies pursuant to Section 19, no dispute resolution obligation shall apply
until after the expiration, or alleged expiration, of such cure period.
8. Indemnification.
a. To the fullest extent permitted by law, each Party (as “Indemnitor”) shall
indemnify and hold harmless the other Party, and the affiliates, members, investors, and partners
of such other Party, and its and their respective directors, shareholders, members, officers, and
employees (collectively, “Indemnitee”), from and against all Losses, to the extent that such Losses
may be caused by or arise out of performance of work upon Town or County roads by Indemnitor
or result from any breach of any representation or warranty made in this Agreement by Indemnitor.
b. No Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENT
THAT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ITS RELATED PERSONS,
FOR CLAIMS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY
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DAMAGES OF ANY NATURE CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON -
PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED
UPON NEGLIGENCE, STRICT LIABILITY, CONTRACT, OPERATION OF LAW OR OTHERWISE.
9. Captions and Headings.
Captions and headings throughout this agreement are for convenience and reference only
and the words contained therein shall in no way be held or deemed to define, limit, describe,
explain, modify, amplify or add to the interpretation, construction or meaning of any provision
or of the scope or intent of this agreement nor in any way affect this Agreement.
10. Modifications.
This Agreement cannot be changed orally, but only by agreement in writing signed by the
Parties against whom enforcement of the change, modification or discharge is sought or by its
duly authorized agent.
11. Severability; No Waiver.
If any provision of this Agreement, or any portion of any provision of this Agreement,
is declared null and void, such provision or such portion of a provision shall be considered
separate and apart from the remainder of this Agreement, which shall remain in full force and
effect. The waiver by any Party hereto of a breach or violation of any term or provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.
12. Governing Law; Forum.
This Agreement shall be governed and construed in accordance with the laws of the State
of New York. The exclusive forum for any actions or proceedings not settled or required to be
settled through dispute resolution or other means pursuant to this Agreement shall be the state
and federal courts located in Cortland County, New York.
13. Binding Effect/Assignment.
a. This Agreement shall be binding upon, and inure to the benefit of, the Parties
hereto and their respective successors and assigns.
b. Company may, without the consent of the Town, assign this Agreement or any or
all of its rights, interests or obligations under this Agreement to (i) an affiliate of Company, (ii)
an entity to which Company has conveyed or leased the Solar Project, or (iii) any corporation,
partnership, limited liability company or other business entity that acquires all or substantially all
of the assets used in connection with the Solar Project; provided further that, assignee agrees in
writing to be bound by the terms of this Agreement. Company or the assignee shall provide
notice of the assignment of this Agreement prior to assignee using the Roads pursuant to the
terms of this Agreement.
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c. Company may, without the consent of the Town, pledge, mortgage, grant a
security interest in, or otherwise collaterally assign this Agreement or any or all of its rights,
interests and obligations under this Agreement to any lender or equity provider providing
financing for the Solar Project as security for Company’s obligations under the financing
agreements (including a trustee or agent for the benefit of its lenders) (a “Permitted Collateral
Assignee”). In connection with any such collateral assignment to a Permitted Collateral Assignee,
the Town shall, upon the request of Company, deliver to Company and the Permitted Collateral
Assignee without delay a consent agreement in a form reasonably requested by Company and the
Permitted Collateral Assignee and which shall contain customary provisions.
14. Entire Agreement.
The entire agreement of the Parties is contained in this Agreement. No promises,
inducements or considerations have been offered or accepted except as herein set forth. This
Agreement supersedes any prior oral or written agreement, understandings, discussion,
negotiations, and offers of judgment or statements concerning the subject matter thereof. The
parties hereto agree to execute and deliver such other documents and to perform such other acts
as may, from time to time, be reasonably required to give full force and effect to the intent and
purpose of this Agreement.
15. Counterparts.
This Agreement may be entered in counterparts, each of which will be considered an
original, and all of said counterparts shall together constitute one and the same instrument which
may be sufficiently evidenced by one counterpart.
16. Authority of Parties.
The individuals who have executed this Agreement on behalf of the respective Parties
expressly represent and warrant that they are authorized to sign on behalf of such entities for the
purpose of duly binding such entities to this Agreement.
17. Nature of Relationship.
The status of Developer under this Agreement shall be that of an independent contractor
and not that of an agent, and in accordance with such status, each Party and its officers, agents,
employees, representatives, and servants shall at all times during the term of this Agreement
conduct themselves in a manner consistent with such status and by reason of this Agreement shall
neither hold themselves out as, nor claim to be acting in the capacity of, officers, employees,
agents, representatives, or servants of the other Party. Each Party accepts full responsibility for
providing to its employees all statutory coverage for worker’s compensation, unemployment,
disability, or other coverage required by law. Notwithstanding the foregoing, it is not the Parties’
intention to establish a relationship whereby the Town or the County are, and notwithstanding
anything to the contrary in this Agreement the County shall not be, a contractor of Developer with
respect to Repairs. Rather, the Town and/or County shall perform Repairs as part of its ongoing
maintenance of Town and County roads, and Developer’s only obligation with respect to Repairs
13
performed by the Town or County shall be to reimburse the Town or County in accordance with
this Agreement.
18. Notice.
a. Except where telephonic notice is required in Section 3(d)(2) and Section 6(b)
and when providing telephonic notice to the other Party in the event of an emergency, any notice
or other communication required or permitted under this Agreement shall be in writing and shall
be deemed to have been duly given (1) upon hand delivery, or (2) on the first day following
delivery via a nationally registered United States overnight courier service. Prior to the
commencement of Road use activities by Company’s Heavy Vehicles, Company shall provide a
telephone number in writing to the Highway Superintendent where a Company representative
will be available 24 hours a day and, thereafter, Highway Superintendent shall provide a
telephone number to the Company. The Parties agree that whenever there is an emergency
situation, the Party shall provide telephonic notice to the other Party in a reasonable amount of
time following the emergency.
b. For purposes of this Agreement only, any notices to the Parties, other than
telephonic notices, shall be directed to the Parties as set forth below:
For Company:
Homer Solar Energy Center, LLC
15445 Innovation Drive,
San Diego, CA 92128
With a copy to:
For Town:
For Town Highway Superintendent:
With a copy to:
The Parties may change their notice addresses upon written notice to the other Party using
a method set forth in this Section 18.
19. Cure.
a. In the event the Town believes a default in the obligations of the Company under
this Agreement has occurred, the Town shall give Company written notice of such alleged default
and the Company shall have thirty (30) days (or ten (10) days for alleged defaults which are
already subject to an express time period, or longer if the Agreement expressly allows for a longer
cure period, from the receipt of such notice to cure such alleged default, except that should the
nature of the alleged default be such that it cannot be reasonably cured within such thirty (30)
days, Company shall commence and diligently continue cure activities within such thirty (30)
days and shall have a reasonable amount of time after the expiration of the thirty (30) (or ten (10)
14
day period to cure such alleged default, provided however, such additional cure period shall not
exceed one hundred and twenty (120) days. No cure period shall apply to a default that requires
immediate attention pursuant to Section 6 of this Agreement. Notwithstanding anything in this
Section 19 to the contrary, the Company shall have a reasonable amount of time to cure an alleged
default with regard to its obligations regarding disposal of debris and the blockage of traffic.
b. In the event the Company believes a default in the obligations of the Town under
this Agreement has occurred, Company shall give the Town written notice of such alleged default
and the Town shall have thirty (30) days (or ten (10) days for alleged defaults which are already
subject to an express time period, or longer if the Agreement expressly allows for a longer cure
period from the receipt of such notice to cure such alleged default, except that should the nature
of the alleged default be such that it cannot be reasonably cured within such thirty (30) days, the
Town shall commence and diligently continue cure activities within such thirty (30) days and
shall have a reasonable amount of time after the expiration of the thirty (30) day period to cure
such alleged default, provided however, such additional cure period shall not exceed one hundred
and twenty (120) days.
20. Further Assurances
Subject to the terms of this Agreement, each Party agrees to reasonably cooperate with the
other Party’s reasonable use of Roads.
21. Safety.
Developer shall perform the work hereunder in a safe manner and shall obey all safety
requirements of Developer, and all applicable federal, state, County, and Town laws, rules, and
regulations, that may be established from time to time. While work is being done on a Designated
Road, Developer shall cause the Developer Parties to (i) place signs stating that people and
vehicles are entering a construction area and (ii) identify certain hazards that may be present on
the Designated Road. Developer also agrees to cause the Developer Parties to provide traffic
control on the Designated Roads when such roads are blocked during their use by Developer or
the Developer Parties under this Agreement. All traffic control devices and signage associated
with Road construction shall comply with the Manual on Uniform Traffic Control Devices.
22. Term.
a. The term of this Agreement shall become effective as of the date first written
above and shall remain in effect until the expiration of the one year warranty period in Section
6(i), unless terminated earlier in accordance with this Agreement (“Term”).
b. The Town agrees that the Company’s right to place Cables and Utility Poles and
other infrastructure as permitted herein in the Roads and in the Town’s right of way shall be
irrevocable during the Term.
23. Force Majeure
15
a. Force Majeure Event Defined. As used in this Agreement, “Force Majeure Event”
means causes or events that are beyond the reasonable control of, and without the fault or
negligence of, the Party claiming such Force Majeure Event, including, without limitation, natural
disasters; fire; lightning strikes; earthquake; acts of God; unusually or unseasonably severe actions
of the elements such as snow, floods, hurricanes, or tornadoes; causes or events affecting the
performance of third-party suppliers of goods or services to the extent caused by an event that
otherwise is a Force Majeure Event under this Section 24; sabotage; terrorism; war; riots or publics
disorders; strikes or other labor disputes; and actions or failures to act (including expropriation and
requisition) of any governmental agency, to the extent such cause or event prevents or delays
performance of any obligation imposed on the Party claiming such Force Majeure Event (other
than an obligation to pay money).
b. Applicability of Force Majeure Event. No Party will be in breach or liable for any
delay or failure in its performance under this Agreement to the extent such performance is
prevented or delayed due to a Force Majeure Event, provided that:
(1) the non-performing Party will give the other Parties written notice
within forty-eight (48) hours of the commencement of the Force
Majeure Event, with details to be supplied within fourteen (14) calendar
days after the commencement of the Force Majeure Event further
describing the particulars of the occurrence of the Force Majeure Event;
(2) the delay in performance will be of no greater scope and of no longer
duration than is directly caused by the Force Majeure Event;
(3) the Party whose performance is delayed or prevented will proceed with
commercially reasonable efforts to overcome the events or
circumstances preventing or delaying performance and will provide a
written report to the other Parties during the period that performance is
delayed or prevented describing actions taken and to be taken to remedy
the consequences of the Force Majeure Event, the schedule for such
actions and the expected date by which performance will no longer be
affected by the Force Majeure Event; and
(4) when the performance of the Party claiming the Force Majeure event is
no longer being delayed or prevented, that Party will give the other
Parties written notice to that effect.
[signature page to follow]
16
IN WITNESS WHEREOF, Parties have caused their respective, duly authorized officers
to execute this Agreement under seal as of the day and year first above written.
Homer Solar Energy Center, LLC Town of Cortlandville
By: By: __________________________
Name: __________________________ Name: __________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: __________________________
List of Exhibits – To be finalized by Company at a later date as set forth in the Agreement
Exhibit A-1: List of Roads
Exhibit A-2: Map of Roads
Exhibit B-1: Locations of Underground Cables and Overhead Cables and Utility Poles
Exhibit C: Locations of Temporary Construction Easements and Turing Radii
Exhibit D-1: Location of Driveways and Curb Cuts
Exhibit D-2: Minimum Standards for Driveways
Exhibit E: Repair Techniques
Exhibit F: Road Inspection and Release Completion Letter
Exhibit A-1
List of Roads
Heath Road Town of Cortlandville
Hicks Hill Road Town of Cortlandville
Nichols Road Town of Cortlandville
Phelps Road Town of Cortlandville
C.R. 116A (McGraw North Road) Courtland County
Exhibit A-2
Map
Town of Cortlandville
Town of Homer
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300 State Street, Suite 201
Rochester, New York 14614
(585) 454-6100
labellapc.com
EDF RENEWABLES
DEVELOPMENT, INC.
15445 INNOVATION DR.
SAN DIEGO, CALIFORNIA 92128
HOMER SOLAR ARRAY
Homer, Cortlandville, and Solon
New York, USA
0 5,0002,500
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Path: \\cash.lab\p\PAM7\EDF Renewables\2202103 - Civil & Electrical Eng\Drawings\DIG\Figure_4\APRX\Homer_Fig4_Mapbook\Homer Exibit A2 List of Roads.aprx
Access Rd
PV Array Fence
Haul Route
Source: Bing Maps; CoreLogic, 2023; LaBella, 2023.
Exhibit A-2: Map of Roads
Overview
!(
Town of Cortlandville
Town of Homer
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300 State Street, Suite 201
Rochester, New York 14614
(585) 454-6100
labellapc.com
EDF RENEWABLES
DEVELOPMENT, INC.
15445 INNOVATION DR.
SAN DIEGO, CALIFORNIA 92128
HOMER SOLAR ARRAY
Homer, Cortlandville, and Solon
New York, USA
0 1,000500
Feeto
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Access Rd
PV Array Fence
Haul Route
Source: Bing Maps; CoreLogic, 2023; LaBella, 2023.
Exhibit A-2: Map of Roads
Town of Cortlandville
!(
EXHIBIT D1.2
EXHIBIT D1.1
Exhibit B-1
Locations of Underground Cables and Overhead Cables and Utility Poles
Town of Cortlandville
Town of Homer
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Province of Ontario, Esri Canada, Esri, HERE, Garmin, INCREMENT P, USGS,
METI/NASA, EPA, USDA
300 State Street, Suite 201
Rochester, New York 14614
(585) 454-6100
labellapc.com
EDF RENEWABLES
DEVELOPMENT, INC.
15445 INNOVATION DR.
SAN DIEGO, CALIFORNIA 92128
HOMER SOLAR ARRAY
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New York, USA
0 1,000500
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Fence (AG)
Overhead Electric Cables
Collector Line
Electric Utility Poles
Pavement
Town Boundary
Source: Bing Maps; CoreLogic, 2023; LaBella, 2023.
Exhibit B-1: Locations of
Underground Cables and Overhead
Cables and Utility Poles
Town of Cortlandville
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6/
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2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT B-1.1
UNDERGROUND COLLECTOR LINE CROSSING EMU
CORTLANDVILLE ROAD USE AGREEMENT
PROPOSED OPEN TRENCH
OF HEATH ROAD
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6/
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0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT B-1.2
UNDERGROUND COLLECTOR LINE CROSSING EMU
CORTLANDVILLE ROAD USE AGREEMENT
PROPOSED OPEN TRENCH
OF PHELPS ROAD
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LO
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LO
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OE
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OE
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PEPEPEPE
PROPOSED UTILITY POLE
AND GUY WIRES
PROPOSED UNDERGROUND
COLLECTOR
PROPOSED UNDERGROUND
COLLECTOR
PROPOSED UTILITY POLE
AND GUY WIRES
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT B-1.3
OVERHEAD COLLECTOR LINE CROSSING EMU
CORTLANDVILLE ROAD USE AGREEMENT
PROPOSED OVERHEAD COLLECOTR
OVER NICHOLS ROAD
LODLODLODLOD
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E
P
E
P
E
P
E
P
E
P
E PE PE PE PE
PROPOSED OPEN TRENCH
OF HICKS HILL ROAD
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT B-1.4
COLLECTOR LINE CROSSING EMU
CORTLANDVILLE ROAD USE AGREEMENT
Exhibit C
Locations of Temporary Construction Easements and Turing Radii
LO
D
LO
D
L
O
D
L
O
D
L
O
D
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
L
O
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT C-1.1
TEMPORARY ACCESS FOR UTILITIES EMU
CORTLANDVILLE ROAD USE AGREEMENT
TEMPORARY CONSTRUCTION
ENTRANCE
TEMPORARY CONSTRUCTION
ENTRANCE
?
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
LO
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
LO
D
LO
D
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
UE
UE
UE
UE
UE
UE
UE
P
E
P
E
P
E
P
E
P
E
P
E
P
E
P
E
PE
P
E
P
E
P
E
P
E
P
E
P
E
P
E
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E
P
E
PE
PE
PE
PE
PE
PE
PE
PE
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT C-1.2
EMUTEMPORARY ACCESS FOR UTILITIES
CORTLANDVILLE ROAD USE AGREEMENT
TEMPORARY CONSTRUCTION ENTRANCE
TEMPORARY CONSTRUCTION ENTRANCE
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LO
D
LO
D
LO
D
L
O
D
L
O
D
LO
D
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
UE
UE
UE
UE
UE
UE
UE
UE
UE
OE
OE
OE
OE
OE
OE
OE
OE
OE
OE
OE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PE
PEPEPEPE
PROPOSED UTILITY POLE
AND GUY WIRES
PROPOSED UNDERGROUND
COLLECTOR
PROPOSED UNDERGROUND
COLLECTOR
PROPOSED UTILITY POLE
AND GUY WIRES
6/
3
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2
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1
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8
:
4
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:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT C-1.3
EMUTEMPORARY ACCESS FOR UTILITIES
CORTLANDVILLE ROAD USE AGREEMENT
TEMPORARY CONSTRUCTION ENTRANCE
TEMPORARY CONSTRUCTION ENTRANCE
LODLODLODLOD
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
LO
D
LO
D
LOD
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
L
O
D
P
E
P
E
P
E
P
E
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
U
E
UE
UE UE UE UE UE
P
E
P
E
P
E
P
E
P
E
P
E
P
E
P
E PE PE PE PE
PROPOSED OPEN TRENCH
OF HICKS HILL ROAD
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT C-1.4
EMUTEMPORARY ACCESS FOR UTILITIES
CORTLANDVILLE ROAD USE AGREEMENT
TEMPORARY CONSTRUCTION
ENTRANCE
TEMPORARY CONSTRUCTION ENTRANCE
Exhibit D-1
Location of Driveways and Curb Cuts
LO
D
LO
D
L
O
D
L
O
D
L
O
D
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LO
D
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
L
O
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LO
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LO
D
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
R35
'
R3
5
'
R3
5
'
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
6/
3
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2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT D-1.1
DRIVEWAY ENTRANCES EMU
CORTLANDVILLE ROAD USE AGREEMENT
NEW ASPHALT ENTRANCE
FOR 15' WIDE ACCESS ROAD
NEW ASPHALT ENTRANCE
FOR 15' WIDE ACCESS ROAD
NEW 15' WIDE ACCESS ROAD
NEW 15' WIDE ACCESS ROAD
LOD
LOD
LOD
LOD
LOD
LOD
LOD
LO
D
LO
D
LO
D
LO
D
LOD
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
LO
D
UE
UE
UE
UE
UE
UE
UE
U
E
U
E
U
E
U
E
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
UE
R3
0
'
R35'
PROPOSED OVERHEAD
COLLECTOR OVERNICHOLS ROAD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
UD
ST
ST
ST
ST
ST
ST
ST
ST
ST
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT D-1.2
EMUDRIVEWAY ENTRANCES
CORTLANDVILLE ROAD USE AGREEMENT
NEW ASPHALT ENTRANCE
FOR 15' WIDE ACCESS ROAD
Exhibit D-2
Minimum Standards for Driveways
6/
3
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2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT D-2.1
EMUCORTLANDVILLE COUNTY ROAD DETAIL
CORTLANDVILLE ROAD USE AGREEMENT
THIS SHEET IS ORIGINALLY PRINTED ON 8.5x11 AND HAS BEEN SCALED TO FIT THIS SHEET
6/
3
/
2
0
1
0
8
:
4
7
:
5
6
A
M
DRAWING NUMBER:
VE
R
S
I
O
N
2
3
.
1
PROJECT NAME:
DRAWN BY:
ISSUED FOR:
DATE:PROJECT NO.:
HOMER SOLAR ENERGY CENTER
HOMER, CORTLANDVILLE AND SOLON, NEW YORK, USA
2202103
ROAD USE AGREEMENT
MARCH 2023
It is a violation of New York Education Law Art. 145 Sec. 7209 & Art. 147 Sec. 7307, for any person, unless acting under the
direction of a licensed architect, professional engineer, or land surveyor, to alter an item in any way. If an item bearing the seal of an
architect, engineer, or land surveyor is altered; the altering architect, engineer, or land surveyor shall affix to the item their seal and
notation "altered by" followed by their signature and date of such alteration, and a specific description of the alteration.
DRAWING NAME:
300 State Street, Suite 201
Rochester, NY 14614
585-454-6110
labellapc.com
C.A. NUMBER:
GEOLOGICAL: 018750
LAND SURVEYING: 017976
PROFESSIONAL ENGINEERING: 018281
N
0'50'100'150'
EXHIBIT D-2.2
EMUASPHALT PAVEMENT SECTION
FINISH GRADE
RESTORE LAWN DISTURBED BY
CONSTRUCTION AND PROVIDE
NEW 4" MINIMUM DEPTH
MECHANICALLY SCREENED
TOPSOIL (TYP)
COMPACTED SUBBGRADE
6" SUBBASE COURSE, NYSDOT
CRUSHER RUN, TYPE 2
6"
GEOTEXTILE FABRIC - MIRAFI
500X OR APPROVED EQUAL
ASPHALT PAVEMENT SECTION
N.T.S.C602
7
2" BINDER COURSE,
NYSDOT TYPE 3
CORTLANDVILLE ROAD USE AGREEMENT
Exhibit E
Repair Techniques
Paved Surface:
Base Repair ( hot mix areas) Surface Repair (Gouges,
track marks)
Base Repair ( cold mix areas)
Mill four inches in depth
to the limits of the repair
as field located
Chip seal in accordance with
NYDOT Section 405 full lane
width in the area of the surface
Mill four inches in depth to the
limits of the repair as field
located
Install two inches of
NYDOT Section 402 19
mm hot mix
NYDOT hot mix ( shim) may be
applied in areas of minor
depressions at the Town’s
direction
Install four inches of NYDOT
Section 405 cold mix
bituminous pavement, Type 2
and chip seal the surface
using limestone chip seal
Install two inches of
NYDOT
Seal surface in accordance
with NYDOT Section 405
Seal edges with NYDOT
joint sealant
Hot/Cold mix areas: Prior to use of the Roads by Company’s Heavy Vehicles, Municipality shall
notify Company as to which paved Roads are hot mix areas and which are cold mix areas. If
Company has an objection as to whether a Road is a hot mix area or a cold mix area, it can provide
evidence of the contrary with a core sample of the Road. The results of the core sample shall be
conclusive evidence regarding hot mix or cold mix area.
Exception: if base failure area requires excavation and stone, a reasonable field determination will
be made for depth and size of the repair. Also, field adjustments for paved surfaces and base may
be made upon mutual agreement.
Chip Seal Surface:
Loss of surface material: Base Repair:(excess rutting or base failure)
Install NYDOT Section 410 Bituminous
Surface Treatment in areas where existing
surface material loss occurs.
Profile the roadway by a full depth reclamation
in four to eight inch lifts using a calcium
chloride binder
Spot chip seal repairs will be applied on
an as needed basis using limestone chip
Install a NYDOT double chip seal over the
reprofiled area using limestone chip seal
Aggregate and Dirt Surfaces:
Regrade and reshape rutted aggregate and
dirt surfaces
Apply dust control as determined to be
necessary. Water or commercial dust control
Repair ditch lines as necessary Furnish and install 4 inches of crusher run
aggregate in the areas of repair.
Scope of repairs will be field inspected and compared to the existing conditions as recorded by
Road video collected prior to the start of the use of each Road by Company’s Heavy Vehicles. A
copy will be provided to the Municipality for use of comparison to the Municipality video should
the Municipality choose to prepare its own video record.
Should temperatures or seasonal restrictions apply, the Municipality may elect to waive
temperature and seasonal restrictions or delay the repairs until Section 402 and 410 specifications
can be met.
Notifications:
1. Company will notify and provide updates to the Municipality of the project schedule and
the approximate time periods Company’s Heavy Vehicles will be using the Municipality’s
Roads
2. Company will request a pre-use inspection of the Roads listed in the Road Use Agreement
by the Municipality Representatives and Company representatives for identification of any
existing Road damage prior to the time period of use by Company’s Heavy Vehicles.
3. Company will request a post-use inspection of the roads listed in the Road Use Agreement
by the Municipal Representatives and Company representatives for identification of any
new Road damage associated with the time period of use by Company’s Heavy Vehicles.
Completion:
Upon completion of the construction of the Solar Project, Company will contact the Municipality
to schedule the final inspection of the Roads listed in the Road Use Agreement for release of the
Roads from the Road Use Agreement and/or identification of repairs.
Exhibit F
Road Inspection and Release
Whereas the Town/County of ________ has inspected and approved the necessary repairs on
_________ Road (the “Road”) on 20 .
The Town/County of _________ hereby releases Company, according to the terms of the Road
Use Agreement dated 20 , from any future repairs on the Road
from the following date: 20 .
Town/County of _____________