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4.06 4.6 Letter of Intent—AC Power Solar Project—Landfill Property—3-18-2024 RESOLUTION AUTHORIZING EXECUTION OF NON-BINDING LETTER OF INTENT CONCERNING POSSIBLE SOLAR POWER PROJECT -AC POWER DEVELOPMENT COMPANY, LLC RESOLUTION NO.: ,2024 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, the Town of Queensbury is considering entering into a lease of its real property located at 1396 Ridge Road for the development and construction of a grid-connected solar photovoltaic generation facility with AC Power Development Company, LLC (Project), and WHEREAS, the Town Board wishes to authorize a non-binding Letter of Intent(LOI) setting forth the preliminary terms and conditions relating to the possible Project as set forth in the proposed LOI presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board authorizes the Town Supervisor to sign the non-binding Letter of Intent with AC Power Development Company, LLC regarding the potential lease of real property for solar development as set forth above in substantially the form presented at this meeting and further authorizes and directs the Town Supervisor and/or Town Counsel to take any further actions necessary to effectuate the terms of this Resolution. Duly adopted this 18t'day of March, 2024,by the following vote: AYES NOES ABSENT: March 8, 2024 Supervisor Strough 742 Say Road Queensbury, N.Y. 12804 Re: Letter of Intent for 1396 Ridge Road Queembury7 NY 12804 Landfill Solar Project Dear Mr. Strough: This non-binding Letter of Intent ("LOI") sets forth the preliminary terms and conditions by which AC Power Development Company, LLC, a Delaware limited liability company, and/or its affiliates, successors, and/or assigns ("Developer"), would proceed with the potential lease of the Real Property (as defined below) from Town of Queensbury ("Owner") for the development and construction of a grid-connected solar photovoltaic generation facility of up to 6.36 MW'ac capacity and all related and ancillary uses and needs (the "Lease"). For purposes of this LOI, Developer and Owner are individually a "Party," and collectively, the "Parties." The date upon which this LQI is effective (the "Effective Date") shall be the date that this LOI is signed by the last executing Party. The principal terms of this LOI are set forth below, and have been established on certain assumptions that have been made based on the limited information that has been reviewed to date by Developer: 1 . Description of the Property. The real property contemplated in the Lease shall be a portion of land that is located at 1396 Ridge Road, Queensbury, NY 12804. The Real Property is approximately 14.89 acres and is comprised of portion of each tax map parcel number 279.-1 - I4. 1 and 279.-1 - I4.2. Developer understands the sole current beneficial owner to be Owner. Developer understands that the Real Property is a remediated site pursuant to NY State DEC. The landfill was capped and closed under a DEC Plan. Further diligence would be required to understand the full scope of prior on-site investigatory and remedial activities. 2. Initial Due Diligence: By signing this LOI, Owner ,gives and grants unto Developer an exclusive and irrevocable right to conduct twelve (12) months of initial due diligence on the Real Property to evaluate the feasibility of installing a solar photovoltaic electricity generating facility on the Real Property (a "Facility"). This twelve (12) month period shall be referred to as the "Initial Due Diligence Period." During the Initial Due Diligence Period, Developer will determine, in its sole discretion, whether a Facility is viable on the Real Property and whether Developer would like to proceed with negotiating the Lease. For the avoidance of doubt, nothing in this LOI shall obligate either Party to enter into the Lease. z During the Initial Due Diligence Period, Owner shall grant to Developer, and Developer's representatives and agents, access to, with reasonable prior notice, the Real Property to conduct all assessments and investigations Developer believes to be necessary, in its sole discretion, including, but not limited to, any environmental, geotechnical, soils, and other investigations and assessments. Developer acknowledges that certain assessments and investigations of the Real Property may be subject to certain limitations and/or requirements given the Real Property's regulatory status and attendant obligations, and Developer will abide by those based on its understanding of such limitations and/or requirements. Developer will have no obligation to provide to Owner copies of any materials generated as part of any assessments or investigations, which shall be and remain the property of Developer. 3. Closing and Other Costs, Each Party shall bear the costs for their respective counsel in negotiating this LOI and if a Lease is ultimately pursued, the Lease. 4. Exclusivity. Upon full execution of this LOI by the Parties, Developer and Owner shall have entered into an exclusive arrangement, as set forth above. During this period of exclusivity, Developer shall have the exclusive right to investigate the feasibility of developing, and initiate proposals to develop, a solar Facility on the Real Property. Accordingly, Owner shall not seek, entertain, give any information concerning, or negotiate with any other party concerning the sale, lease, gift, joint venture, or use of the Real Property for solar development. If Owner should receive any such offers from a third party to buy, lease, or otherwise acquire an interest in the Real Property for purposes of developing a solar Facility during the exclusivity period, Owner shall promptly notify Developer of the offer. Neither Party will, directly or indirectly, including through any affiliates, agents, representatives, and any other person acting on its behalf, enter into any agreement that would be inconsistent with the provisions of this Section 4 until the expiration of the Initial Due Diligence Period. The Initial Due Diligence Period can be extended upon the written concurrence of the Parties. 5, No Obligation to Agree. Neither Party shall have a duty, express or implied, to reach or conclude any legally binding Lease. Neither the expenditure of funds, the making of any commitments, nor the taking of any actions by any party to implement the terms and conditions of this LOI, shall be regarded as part performance or otherwise effectuate any additional agreements, including, but not limited to, the Lease, prior to full execution and delivery of such agreement. It is understood that Developer may elect to terminate negotiations at any time prior to execution of the Lease, for any reason whatsoever. Neither Party shall be bound to the Lease until each party has executed a mutually agreeable Lease, subject to any rights of termination therein. This LOI is intended to reflect the current intent of the Parties, and replaces and supersedes any prior agreements, letters, or negotiations, whether oral or written. S. Governing Law. This transaction shall be governed by the substantive laws of the State of New York without regard to its conflict of law provisions, and any related proceedings shall be venued in 2 14 e1 Warren County, New 'York. 7. Miscellaneous No modification or amendment to this LOI will be binding on any Party, unless consented to in writing by both Parties. This LOI may not be assigned by either party without the express written consent of the other; provided, however, that Developer's rights under this LOI may be assigned by Developer to an affiliate of Developer. This LOI may be executed in one or more counterparts, and by one or more Parties to any counterpart, each of which shall be deemed an original and all of which together shall constitute one and the same LOI. The Parties agree that this LOI may be executed by facsimile transmission or email of a scanned (pdf) documents and that the reproduction of signatures by facsimile or similar device will be treated as binding as if originals. Nothing in this LOI shall be construed as creating or giving rise to any rights to any third parties, or any persons other than the parties hereto. [REMAINDER LEFT INTENTIONALLY BLANK] 3 Kindly evidence your agreement with the foregoing by executing this LOI in the space provided below, If this LOi is not executed on behalf of Owner and returned to me within 15 days, it will automatically expire. Sincerely, Ann' olston .Agreed to and Accented by OWNER• By: John Strough Title: Town of Queensbury Town Supervisor Date: 4