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resolution 4 pages

Also attached to this agenda item: February 26th Resolution 39-2025 Solar Canopy Lease Amendment

AMENDMENT NO. 3 TO SOLAR FACILITIES OPTION TO LEASE AND LEASE AGREEMENT This Amendment No. 3 to Solar Facilities Option to Lease and Lease Agreement (this “Amendment No. 3”) is made and entered into effective as of ___________, 2025 (the “Third Amendment Effective Date”) by and between Village of Croton-on-Hudson, NY (“Landlord”) and SCS Van Wyck 012823 Croton on Hudson, LLC, a Delaware limited liability company (“Tenant”). RECITALS WHEREAS, Landlord and Tenant entered into that certain Solar Facilities Option to Lease and Lease Agreement, dated as of March 3, 2021, as amended by that certain Amendment No. 1, dated as of September 13, 2021, and that certain Amendment No. 2, dated as of June 7, 2023 (as may be further amended, restated, supplemented or otherwise modified, the “Agreement”); WHEREAS, Landlord and Tenant wish to amend the Agreement, as set forth in this Amendment No. 3. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agrees as follows: 1. Definitions. Capitalized terms used but not defined in this Amendment No. 3 have the meanings set forth in the Agreement. 2. Amendments. 2.1. Exhibit C (Description of System) to the Agreement is hereby amended by adding the following sentences to the end of Paragraph 1: Notwithstanding the above, the Tenant hereby agrees to forgive $150,000 of the cost of system construction, which shall be subtracted from the 50% payment made upon completion of the installation as confirmed and approved by the Landlord’s engineer. 3. Full Force and Effect. Except as expressly set forth in this Amendment No. 3, all other provisions of the Agreement remain unchanged and in full force and effect, and Landlord and Tenant hereby ratify and confirm the Agreement as modified hereby. 4. Successors and Assigns. This Amendment No. 3 shall inure to the benefit of and be binding upon Landlord and Tenant and each of their respective successors and assigns. 5. Governing Law; Forum. This Amendment No. 3 shall be governed by and shall be construed, enforced and performed in accordance with the laws of the State of New York without regard to principles of conflicts of law. Actions brought hereunder shall be brought in the State of New York. 6. Entire Agreement. The Agreement, as amended hereby, constitutes the entire agreement of Landlord and Tenant with respect to the subject matter hereof, and supersedes the terms of any previous agreements or understandings, oral or written. 7. Counterparts and Signatures. This Amendment No. 3 may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment No. 3 by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment No. 3 electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment No. 3. [Signatures pages follow.] Signature and Notary Page to Amendment No. 3 to Solar Facilities Option to Lease and Lease Agreement IN WITNESS WHEREOF, effective as of the Third Amendment Effective Date. LANDLORD Village of Croton-on-Hudson, NY By: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2025, by . Signature and Notary Page to Amendment No. 3 to Solar Facilities Option to Lease and Lease Agreement TENANT SCS Van Wyck 012823 Croton on the Hudson, LLC By: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2025, by .