Text · page 4 of 10
ESCROW AGREEMENT FOR PAYMENT OF MUNICIPAL EXPENSES This Agreement, dated ___________ , 2026, is by and between the Town of Sardinia, Erie County, State of New York, a municipal corporation duly organized and existing under the Laws of the State of New York with its principal office located at 12320 Savage Road, Sardinia, NY 14134 (the “Town”), and Sardinia East, LLC, a New York Limited Liability Company with its principal place of business at 101 Summer Street, Second Floor, Boston, MA 02110, and Nexamp Solar, LLC, a New York Limited Liability Company with its principal place of business at 101 Summer Street, Second Floor, Boston, MA 02110, (the “Applicant”); The Town and the Applicant may sometimes be referred to herein individually, as a “party” and, collectively, as the “parties.” WHEREAS, Applicant has submitted an application to the Town for site plan approval and related permits for the development of a large-scale battery energy storage project to be located at VL Genesee Road in the Town of Sardinia, and identified on the Erie County Tax Map as Parcel No. 309.00-2-3 (the “Project”); and WHEREAS, the Applicant has submitted a proposed site plan, an Agricultural Data Statement, and other documents describing the proposed installation; and WHEREAS, pursuant to Article IX of the New York State Constitution, New York Municipal Home Rule § 10, and Section 115-62F(2)(H) of the Town’s Zoning Code, the Town has the authority to engage professional consultants, including legal counsel and engineering firms (the “Firms”), to assist in the review of the application at the Applicant’s expense; and WHEREAS, the Town has determined that it requires the assistance of a land use attorney and an engineering consultant to adequately review the application, ensure compliance with local laws, and fulfill its obligations under SEQRA as Lead Agency; and WHEREAS, Applicant has agreed to enter into this Escrow Agreement to reimburse the Town for its reasonable and necessary out of-pocket expenses incurred in connection with the review of the Project. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Town and Applicant agree as follows: 1. The Applicant shall reimburse all of the Town’s reasonable and necessary legal, engineering, and consultation fees, costs, and expenses incurred in connection with the review of the Project. This includes all services required to process the application, review the project for compliance with the Town’s Zoning code and Battery Energy Storage Systems Law (Local Law No. 2 of 2021), and complete the SEQRA process. Applicant shall not be required to reimburse the Town for any legal fees associated with litigation arising in connection with the Town’s review process. 4