Documents › Board Of Trustees, 2025-09-10

resolution 17 pages

Also attached to this agenda item: Croton Harmon MIPA - Landlord Estoppel Certificate ... Resolution 220-2025 Solar Canopy Lease Amendment

APB Draft 9/5/2025 AMENDMENT NO. 4 TO SOLAR FACILITIES OPTION TO LEASE AND LEASE AGREEMENT This AMENDMENT NO. 4 TO SOLAR FACILITIES OPTION TO LEASE AND LEASE AGREEMENT (this “Fourth Amendment”), dated as of _____________, 2025 (the “Amendment Date”), is made and entered into by and between Village of Croton-on-Hudson, a municipal corporation in the County of Westchester and State of New York (“Landlord”), and SCS Van Wyck 012823 Croton on Hudson, LLC, a Delaware limited liability company (“Tenant”). Landlord and Tenant may each be referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, the Parties entered into that certain Solar Facilities Option to Lease and Lease Agreement, dated as of March 3, 2021 (the “Original Lease”), as amended by that certain Amendment No. 1 to Solar Facilities Option to Lease and Lease Agreement, dated as of September 13, 2021 (the “First Amendment”), as further amended by that certain Amendment No. 2 to Solar Facilities Option to Lease and Lease Agreement, dated as of June 7, 2023 (the “Second Amendment”), and as further amended by that certain Amendment No. 3 to Solar Facilities Option to Lease and Lease Agreement, dated as of March 4, 2025 (together with the Original Lease, the First Amendment, and the Second Amendment, and as further amended and assigned from time to time, the “Lease”). WHEREAS, the Parties hereto desire to enter into this Fourth Amendment in order to make certain changes to the Lease as further set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties mutually recognizing the sufficiency thereof and intending to be legally bound thereto, the Parties agree as follows: 1. Definitions; Recitals. Capitalized terms used and not defined in this Fourth Amendment have the respective meanings assigned to them in the Lease. The Recitals first set forth above are incorporated by this reference as if fully set forth at length hereinbelow. 2. Temporary Construction Easement. Section 1.4 of the Original Lease is hereby deleted in its entirety and replaced with the following: 1.4. Temporary Construction Easement. Landlord hereby grants to Tenant during the Construction Period and the Decommissioning Period (in each case as defined herein), a temporary easement (the “Temporary Construction Easement”) over, across and on the Property for the storage and assemblage of materials to construct, erect, install, maintain, operate, repair and remove the System. The rights herein granted shall include the non-exclusive right to the unobstructed access to the Temporary Construction Easement by Tenant, its agents, employees and contractors with all manner of men, machinery, supplies and equipment reasonably required for the construction, reconstruction or removal of the System on or from the Premises. 3. Operating Period. Section 2.4 of the Original Lease is hereby deleted in its entirety and replaced with the following: 2.4. Operating Period. The “Operating Period” means the period commencing on the Commercial Operation Date and continuing through November 30, 2050, unless terminated earlier or extended as provided herein. The “Commercial Operation Date” means November 25, 2024. Landlord and Tenant agree to execute and Tenant agrees to record an Amendment to the Memorandum of Solar Facilities Option to Lease, Lease Agreement and Easement to reflect that the Operating Period continues through November 30, 2050. 4. Exhibit A. Exhibit A of the Original Lease is hereby deleted in its entirety and replaced with Exhibit A attached to this Fourth Amendment. 5. Exhibit B. Exhibit B of the Original Lease is hereby deleted in its entirety and replaced with Exhibit B attached to this Fourth Amendment. 6. Exhibit C-1. Exhibit C-1, as added to the Lease by the Second Amendment, but not attached thereto, is attached to this Fourth Amendment and hereby incorporated as Exhibit C-1 to the Lease. 7. Operating Period Rent. Notwithstanding anything contained in any notice from Tenant to Landlord pursuant to Section 3.1(c) of the Lease, the Parties hereby agree the annual Operating Period Rent shall be Four Hundred Seventy-Three Thousand Nine Hundred Twenty- Two and 33/100 dollars ($473,922.33). 8. Facilitation Fee. As consideration for the foregoing amendments, within ten (10) business days of the Amendment Date, Tenant shall pay to Landlord an amount equal to Thirty Thousand dollars ($30,000.00). 9. Binding Effect. The rights granted in the Lease, as amended by this Fourth Amendment, are binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 10. Continuing Effectiveness of the Lease. Except as expressly provided herein, the Lease shall remain in full force and effect, and the Parties do hereby ratify and confirm the Lease as amended herein. 11. Representations and Warranties. The Parties each hereby represent and warrant to each other Party that: (a) it has the full right, power and authority to enter into this Fourth Amendment and to perform its obligations hereunder and under the Lease (as amended by this Fourth Amendment); (b) the execution and delivery of this Fourth Amendment by such Party has been duly authorized by all necessary action on the part of such Party; and (c) this Fourth Amendment constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effort of general principles of equity. 12. Applicable Law and Jurisdiction. This Fourth Amendment is made and shall be interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any choice of conflict of law provisions. 13. Counterparts. This Fourth Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the Parties and all of which shall be construed together as a single instrument. 14. Conflicts. If any of the terms, covenants, or conditions of this Fourth Amendment conflict with the terms, covenants, or conditions of the Lease, the terms, covenants, and conditions of this Fourth Amendment shall control. [Signature Page Follows] Signature Page to Amendment No. 4 to Solar Facilities Option to Lease and Lease Agreement (Croton Harmon) IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment as of the Amendment Date. LANDLORD: Village of Croton-on-Hudson, a municipal corporation in the County of Westchester and State of New York By:___________________________ Name: Title: TENANT: SCS Van Wyck 012823 Croton on Hudson, LLC , a Delaware limited liability company By:___________________________ Name: Title: DESCRIPTION OF THE PROPERTY EXHIBIT B DESCRIPTION OF THE PREMISES Description of the Premises: EXHIBIT C-1 [See attached document package dated May 30, 2023]